Do we need to amend our bylaws? Or is a simple policy sufficent?

[SGA Abington]

Hi everyone, I'm sure you've gotten tired by now of answering the same question about whether organizations can meet online, and giving the same answer: "It depends on what your bylaws say." Nevertheless, SGA Abington is in need of some guidance about this issue.

Background: Due to the whole pandemic thing, student organizations- ourselves included- are not allowed to hold events or meetings on campus. We think we need to change the Senate's bylaws to allow virtual meetings so we can have a working legislative branch.

Obviously, this puts us in a bit of a pickle. How are we supposed to meet in-person with 6 people (a quorum), twice, to change the bylaws if we're not allowed to meet in-person?

Or do we need to meet in person at all? Would a policy from the University saying:

"For the duration of the Covid-19 pandemic, SGA Abington is prohibited from meeting in person. For the duration of the pandemic, any online meetings using Zoom (or other, similar programs) shall have the full weight and authority, and responsibilities of in-person meetings. All decisions, votes, or actions taken during said meetings following such procedures as the Senate shall establish shall not require ratification by an in-person meeting."

allow the Senate to meet virtually, without any bylaws amendment? 

I include the following relevant bylaws for further context. Apologies for formatting issues, I'm writing on my phone.

Article II

Section 4. Membership Requirements.
Members are required to attend all meetings of this body. If a member is unable to attend a meeting of this body, the member shall notify the speaker no later than 24 hours before the meeting in order to be excused from the meeting.

ARTICLE V.
Meetings
Section 1. Regular Meetings.
The regular meetings of this body are held every second Friday during the Fall and Spring semesters, unless ordered otherwise by a vote at the previous meeting. The first meeting of each school year shall be held no later than the third Friday of the Fall semester. The first meeting of each calendar year shall be held no later than the second Friday of the Spring semester. Meetings shall occur no less than once every three academic weeks. The secretary shall email a call to the meeting three days prior to the meeting. Unless specified otherwise in the Constitution of the Penn State Abington Student Government, these bylaws, or in the parliamentary authority, all votes require a majority to be adopted.
Section 2. Quorum.
Six members of this body constitute a quorum. To establish a quorum, the secretary shall call the roll immediately after the presiding officer calls the meeting to order, at the conclusion of a recess, after this body votes to adjourn but before adjournment, and when any member suggests the absence of a quorum. To be effective, business conducted without a quorum must be approved at the next meeting with a quorum by a two-thirds majority vote.
Section 3. Special Meetings.
This body may not hold special meetings, except if a special meeting is ordered as part of a formal disciplinary procedure for the purpose of conducting a hearing and deciding punishment.
Section 4. Cancelation of a Regularly Scheduled Meeting.
The speaker may not cancel meetings except in case of extreme weather, emergencies, public transportation strike, university declared snow days, or an Act of God. The speaker may cancel a meeting for those reasons unilaterally. The president of the Penn State Abington Student Government Association may cancel a meeting in consultation with the Speaker.

ARTICLE VII
Parliamentary Authority
The rules contained in Robert’s Rules of Order, Tenth Edition [we are aware it's not current but we don't have the most recent edition in the library yet] shall govern meetings when they are not in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, the Constitution of the Penn State Abington Student Government Association, these bylaws, or any special rules of order that this body may adopt.
ARTICLE VII
Severability
If any part of these bylaws is in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, or the Constitution of the Penn State Abington Student Government Association, the conflict shall invalidate and replace the specific bylaw or phrasing in question, but may not be applied to invalidate or replace any other bylaws.

ARTICLE VIII
Amendment of Bylaws
These bylaws may be amended at any regular meeting by a two-thirds vote if previous notice of the proposed amendments was given to the presiding officer at the prior meeting in writing and then sent to all members by the secretary. The Speaker shall send notice by postal mail or e-mail and shall send a copy of notice to the SGA Advisor. The Speaker may renumber sections in the Bylaws and any standing rules established by this body, without a vote to authorize the renumbering, when appropriate.

Edited July 29, 2020 at 12:36 AM by SGA Abington
Changed title, updated formatting, edited question for clarity.

[Greg Goodwiller, PRP]

So, in answer to your direct question, no entity's policies would take precedence over another organization's bylaws.

We had a similar situation in my primary organization of employment. We held a required called meeting outdoors, and the notice stated that while members had a right to attend, the sole purpose of the meeting was to consider a bylaw amendment authorizing electronic meetings, and we would ensure that a quorum would be present. we met in an open space with plenty of room around us, masked, and adopted the amendment. The organization then held a substantive meeting electronically and all was well.

[Josh Martin]

41 minutes ago, SGA Abington said:

Background: Due to the whole pandemic thing, student organizations- ourselves included- are not allowed to hold events or meetings on campus. We need to change the Senate's bylaws to allow virtual meetings so we can have a working legislative branch.

Obviously, this puts us in a bit of a pickle. How are we supposed to meet in-person with 6 people (a quorum), twice, to change the bylaws if we're not allowed to meet in-person?

As I understand the facts, you are allowed to meet in-person, you just aren't allowed to meet on campus. I imagine there are places to meet outside of campus.

42 minutes ago, SGA Abington said:

Or do we need to meet in person at all? Would a policy from the University saying:

"For the duration of the Covid-19 pandemic, SGA Abington is prohibited from meeting in person. For the duration of the pandemic, any online meetings using Zoom (or other, similar programs) shall have the full weight and authority, and responsibilities of in-person meetings. All decisions, votes, or actions taken during said meetings following such procedures as the Senate shall establish shall not require ratification by an in-person meeting."

allow the Senate to meet virtually? 

Yes, I think so. We are told that your organization's rules provide:

"The rules contained in Robert’s Rules of Order, Tenth Edition shall govern meetings when they are not in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, the Constitution of the Penn State Abington Student Government Association, these bylaws, or any special rules of order that this body may adopt."

"If any part of these bylaws is in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, or the Constitution of the Penn State Abington Student Government Association, the conflict shall invalidate and replace the specific bylaw or phrasing in question, but may not be applied to invalidate or replace any other bylaws."

So it would seem to me that the policy of the university would take precedence over any conflicting provisions in the parliamentary authority and bylaws.

18 minutes ago, Greg Goodwiller said:

So, in answer to your direct question, no entity's policies would take precedence over another organization's bylaws.

Even if the organization's bylaws say they do?

Edited July 29, 2020 at 12:19 AM by Josh Martin

[SGA Abington]

 

18 minutes ago, Josh Martin said:

As I understand the facts, you are allowed to meet in-person, you just aren't allowed to meet on campus. I imagine there are places to meet outside of campus.

We are not allowed to meet in-person on campus, and we have no desire to meet in-person off-campus. It would put our members at risk, and more importantly it would be a bad example to the other student organizations, especially when we've told them they will get no funding if they meet in-person.

[Josh Martin]

19 minutes ago, SGA Abington said:

We are not allowed to meet in-person on campus, and we have no desire to meet in-person off-campus. It would put our members at risk, and more importantly it would be a bad example to the other student organizations, especially when we've told them they will get no funding if they meet in-person.

In such a case, it would seem the only remaining options are to:

1) Ask the university to adopt the proposed policy authorizing SGA to meet virtually.

2) Meet virtually notwithstanding the lack of authority to do so, and then when you meet in-person again, ratify all actions taken by officers, boards, committees, etc. pursuant to the decisions made at those invalid meetings.

Edited July 29, 2020 at 01:06 AM by Josh Martin

[J. J.]

If six members constitute a quorum, why is it not possible for those six to get together in a large area, e.g. a field or parking lot, well distant from each other, and have the meeting.  It would be possible to informally discuss the proposed amendment via e-mail and then go through the process of handling it during the meeting.  It would not have to be in an enclosed room.  The RONR standard is that all members be in the same area; it does not specify the size of that area must be, provided that the members can see and hear each other (p.  1).

BTW:  I was in the SGA Altoona Senate many years ago, and I an class of 1985. 

[SGA Abington]

27 minutes ago, J. J. said:

BTW:  I was in the SGA Altoona Senate many years ago, and I an class of 1985. 

We Are!

27 minutes ago, J. J. said:

why is it not possible for those six to get together in a large area, e.g. a field or parking lot, well distant from each other, and have the meeting.

Well, first off, it'd need to happen twice, according to the bylaws. Second, we've told other student orgs that they don't get money if they meet in-person, so it's a pretty bad look for us to do it twice.

[J. J.]

7 hours ago, SGA Abington said:

We Are!

Well, first off, it'd need to happen twice, according to the bylaws. Second, we've told other student orgs that they don't get money if they meet in-person, so it's a pretty bad look for us to do it twice.

 

Well, since you, effectively, cannot tell yourself to violate your bylaws, you may have no other choice.  You could revisit that decision and this could serve as a model for how to do it, without breaking the rules in the process (some ideas are might be found hear:  https://pennstate.academia.edu/JonathanJacobs)

To give an example, the Pennsylvania Association of Parliamentarians in person last month.  It met on the porch of the state president with one member reporting the delegates in attendance.  At no point did the two members attending remove their masks nor were they within 6 six feet of each other.  The meeting adjourned for the lack of a quorum, but the bylaws were not violated, in letter, or spirit.  It happened within 10 miles of your campus. 

Edited July 29, 2020 at 01:10 PM by J. J.

[Josh Martin]

1 hour ago, J. J. said:

Well, since you, effectively, cannot tell yourself to violate your bylaws, you may have no other choice.  You could revisit that decision and this could serve as a model for how to do it, without breaking the rules in the process (some ideas are might be found hear:  https://pennstate.academia.edu/JonathanJacobs)

To give an example, the Pennsylvania Association of Parliamentarians in person last month.  It met on the porch of the state president with one member reporting the delegates in attendance.  At no point did the two members attending remove their masks nor were they within 6 six feet of each other.  The meeting adjourned for the lack of a quorum, but the bylaws were not violated, in letter, or spirit.  It happened within 10 miles of your campus. 

I agree that there are options to meet in person while still taking steps to maintain distancing and to keep the meeting brief. It would be entirely possible and entirely within the rules to take the following actions:

1) Work out all the details of the proposed bylaw amendments in advance, working toward as much agreement as possible. They'll need enough support for a 2/3 vote anyway, which would already allow the assembly to speed things up a lot. If they can achieve unanimous support, then they can really speed through the meeting.

2) Meet at an outdoors location with masks on and as far apart as possible while still able to see and hear each other.

3) Use tools such as unanimous consent and/or the Previous Question/Limit Debate to move through the business of adopting the bylaw amendments as swiftly as possible.

4) Adjourn the meeting.

I would also agree that this might set a good example for the other organizations on campus, who may well need to take similar actions in order to authorize electronic meetings for their own organizations.

Nonetheless, I am not certain this is the society's only option without breaking the rules. It would appear that the organization's bylaws provide that university policy takes precedence over the organization's rules. As a consequence, wouldn't the OP's proposed suggestion of the university adopting a policy authorizing electronic meetings be an option?

Edited July 29, 2020 at 02:19 PM by Josh Martin

[J. J.]

4 minutes ago, Josh Martin said:

Nonetheless, I am not certain this is the society's only option without breaking the rules. It would appear that the organization's bylaws provide that university policy takes precedence over the organization's rules. As a consequence, wouldn't the OP's proposed suggestion of the university adopting a policy authorizing electronic meetings be an option?

That may be more difficult in this situation.  The assembly would have to rely on an outside entity, Penn State University, to establish that policy.  It is something that the assembly would not be able control.

[Josh Martin]

9 minutes ago, J. J. said:

That may be more difficult in this situation.  The assembly would have to rely on an outside entity, Penn State University, to establish that policy.  It is something that the assembly would not be able control.

Yes, I understand that. Do you agree, however, that if the university does in fact adopt such a policy, that policy is binding upon the SGA, due to the provisions in its bylaws?

I agree that whether the university is likely to adopt such a policy, or whether it is a good idea to ask the university to interfere in the workings of the SGA (which may give the university troubling ideas in the future) are questions the assembly will also have to consider.

[J. J.]

Just now, Josh Martin said:

Yes, I understand that. Do you agree, however, that if the university does in fact adopt such a policy, that policy is binding upon the SGA, due to the provisions in its bylaws?

I agree that whether the university is likely to adopt such a policy, or whether it is a good idea to ask the university to interfere in the workings of the SGA (which may give the university troubling ideas in the future) are questions the assembly will also have to consider.

Sure, but I think, in this instance, it is impractical.  This is not a question of walking into a local administrator's and sitting down with him to work out an arrangement.  The change has to be made by the University, which is much larger than this particular campus; it more distant, both in terms of geography and responsiveness.  It may be somewhat analogous to asking a state to change its laws to permit electronic meetings in incorporated organizations, even if the bylaws prohibit it. 

In other words, you can do it that way, but the pandemic might be over by the point it is adopted. 

[SGA Abington]

1 hour ago, J. J. said:

Sure, but I think, in this instance, it is impractical.  This is not a question of walking into a local administrator's and sitting down with him to work out an arrangement.  The change has to be made by the University, which is much larger than this particular campus; it more distant, both in terms of geography and responsiveness.  It may be somewhat analogous to asking a state to change its laws to permit electronic meetings in incorporated organizations, even if the bylaws prohibit it. 

Our advisor is in charge of Student Affairs at our campus, and would be able to issue a policy for our campus. Would that satisfy the requirements? The full name of our campus is The Pennsylvania State University, Abington College, and it's part of the Pennsylvania State University Commonwealth system. Under other university regulations, Commonwealth Campuses have significant leeway in enacting or changing policies for their campus.

[Josh Martin]

18 minutes ago, SGA Abington said:

Our advisor is in charge of Student Affairs at our campus, and would be able to issue a policy for our campus. Would that satisfy the requirements? The full name of our campus is The Pennsylvania State University, Abington College, and it's part of the Pennsylvania State University Commonwealth system. Under other university regulations, Commonwealth Campuses have significant leeway in enacting or changing policies for their campus.

I suppose the question is whether a policy adopted in this manner qualifies as a "policy of Pennsylvania State University" in the way this term is used in your organization's bylaws, which it seems to me is ultimately a question only your organization can answer.

[J. J.]

21 minutes ago, SGA Abington said:

Our advisor is in charge of Student Affairs at our campus, and would be able to issue a policy for our campus. Would that satisfy the requirements? The full name of our campus is The Pennsylvania State University, Abington College, and it's part of the Pennsylvania State University Commonwealth system. Under other university regulations, Commonwealth Campuses have significant leeway in enacting or changing policies for their campus.

IMO, no.   Penn State is a large university, of which Abington Campus is part. 

Your bylaws read that:  "ARTICLE VII
Parliamentary Authority
The rules contained in Robert’s Rules of Order, Tenth Edition shall govern meetings when they are not in conflict with the laws of the Commonwealth of Pennsylvania, the policies of the Pennsylvania State University, the Constitution of the Penn State Abington Student Government Association, these bylaws, or any special rules of order that this body may adopt."

The policies of Abington Campus are not the policies of the "Pennsylvania State University," which has its own governance system for issuing policy.  The policy making ability at Pennsylvania State University ultimately is delegated by the Board of Trustees, though the university president.  It would, in my opinion, have to come from that level to be "the policies of the Pennsylvania State University."

 

I would note that if the bylaw read the policies of the Pennsylvania State University and those of Abington Campus, the policy makers at you campus could do so.

 

Edited July 29, 2020 at 05:54 PM by J. J.

[Atul Kapur]

8 hours ago, J. J. said:

t may be somewhat analogous to asking a state to change its laws to permit electronic meetings in incorporated organizations, even if the bylaws prohibit it. 

Which, by the way, is exactly the situation in Ontario, Canada, by way of an Executive Order under the government's powers under the state of emergency. 

It doesn't have to be a long or convoluted process.

Has the OP looked into whether Pennsylvania has anything similar, which may give them a solution?

[SGA Abington]

On 7/29/2020 at 7:26 PM, Atul Kapur said:

Has the OP looked into whether Pennsylvania has anything similar, which may give them a solution?

We have not looked into it thoroughly, but there doesn't appear to be anything in the Executive Orders issued by the Governor which would address that. @J. J. mentioned a meeting of the PA Parliamentarians which was held in-person. I imagine that if anyone would know about such an order, it would be the state Parliamentarians.