conflict within the organization

[pigeonpatty@gmail.com]

Our group has 124 members.  Fiscal year ends June 30th.  On June 26th the president wrote a letter to the membership stating the club meetings would be on hold until we could safely meet again.  This being due to our age group which averages late 60's and older, and the CoVid-19 pandemic.  A small group of 20-35 members have held meetings in July and August with election of new officers in August.  'They' say that 'technically' because the fiscal year ended as did the term for the officers for 2019-2020 term July 1 to July 1, we have no club and no members.  We need to find a way to resolve this.  Our constitution spells out the group is governed by Robert's Rules of Order with specific reference to we must have a quorum for any major financial business or any significant change in  policy of the club.  

? Would not the election of officers fall under policy or Robert's Rules of Order in general?  Is a quorum required for election of new officers?

 

June letter copy for Robert's Rules question.docx

Edited August 21, 2020 at 08:25 PM by pigeonpatty@gmail.com
wrong file attached

[Bruce Lages]

Yes, the procedures for election of officers would fall under the rules in RONR unless your rules provide for a different procedure. It looks like your Constitution does not include specific procedures for conducting elections, but it does state the term of office for your officers - one year from the July meeting. That term of office means that, unfortunately, your small group is correct, and you currently have no officers. RONR recommends that terms of office be given as ' x years and until (or 'or until') their successors are elected'. If you had that definition, your officers from the previous year would remain in office until your group was able to hold an election. Also, a quorum is definitely necessary in order to make an election valid..

However,  your small group is not correct that you have no more organization. An absence of officers doe not automatically dissolve an organization, although, granted, it does make it more difficult to function. For now, you will have to go along as best you can, with the understanding that no one is actually authorized to carry out the duties of your officers. Perhaps you can convince your previous officers to do what is necessary to keep your group functioning until you can meet and hold an election. Any actions these members take in the name of the organization, as long as they are actions they would have been authorized to take if still in office, can be ratified by the membership as soon as a meeting is possible. Such ratification will indicate that the organization officially approves of the actions taken.

And please consider amending your Constitution as soon as possible to change the term of office to avoid similar problems in the future.

Edited August 21, 2020 at 09:06 PM by Bruce Lages

[Josh Martin]

This situation looks complex enough that I expect the society will ultimately need the assistance of a professional parliamentarian and/or an attorney to resolve this matter. Both the National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals for professional parliamentarians.

I will, however, do my best to answer the questions asked.

56 minutes ago, pigeonpatty@gmail.com said:

On June 26th the president wrote a letter to the membership stating the club meetings would be on hold until we could safely meet again.  This being due to our age group which averages late 60's and older, and the CoVid-19 pandemic.  A small group of 20-35 members have held meetings in July and August with election of new officers in August.

The constitution appears to provide that the club "shall have regular monthly meetings on the third Wednesday of each month." There does not appear to be any provision to cancel meetings. As a result, the President lacked the authority to declare that meetings "would be on hold." So the meetings held in July and August were valid meetings of the club.

It appears that the meetings in question did not have a quorum. The constitution provides that "A quorum to transact business shall consist of not less than 50% of the membership." You say that the club has 124 members, which would mean that quorum would be 63.

In the ordinary case, no business may be conducted if a quorum is absent, including elections. Your constitution, however, has another sentence in the article on quorum, which provides that "This will apply to major financial business or a significant change in policy of the club." I have never seen a statement like this before and it will ultimately be up to the assembly to interpret its own constitution, but this may mean that a quorum is required only for those specified items and not for other business. In such a case, I suppose the question would then be whether the election of officers constitutes "a significant change in policy of the club."

56 minutes ago, pigeonpatty@gmail.com said:

'They' say that 'technically' because the fiscal year ended as did the term for the officers for 2019-2020 term July 1 to July 1, we have no club and no members.

This statement does not appear to be correct. There is nothing in RONR which provides that the end of the fiscal year or the end of the term for officers causes there to be "no club and no members," and I do not see anything in RONR which provides this either.

They might be basing this claim on the statement in your constitution which provides that "These dues are payable at the June meeting and delinquent after the July meeting," and apparently (based on the letter) members have been advised not to pay their dues. That may mean that a great many members (perhaps even all members) are currently delinquent in their dues. I still do not agree with their conclusion. Nothing in RONR provides that members are automatically dropped from the rolls due to delinquency in dues, and nothing in your constitution appears to provide that either.

"A member of a society who is in arrears in payment of his dues, but who has not been formally dropped from the membership rolls and is not under a disciplinary suspension, retains the full rights of a voting member and is entitled to vote except as the bylaws may otherwise provide." (RONR, 11th ed., pg. 406)

"Unless the financial obligations of members are especially complicated, a section of this article should also state: (3) the required fees and dues, the date(s) when payable (whether annually, semiannually, quarterly, etc.), the time and prescribed procedure for notifying members if they become delinquent in payment, and the date thereafter on which a member will be dropped for nonpayment of dues. Before a member in arrears has been finally dropped under such a provision, his voting rights cannot be suspended unless the bylaws so provide." (RONR, 11th ed., pgs. 571-572)

Furthermore, there is certainly nothing in RONR which suggests that the club itself would automatically cease to exist due to any reason whatsoever. This would only occur if the membership voted to dissolve the club, which requires the same vote as amending the bylaws, and may also have other legal requirements if the club is incorporated.

Finally, it's not clear how this claim would help them even if it was correct, since if the club in fact does not exist and has no members, it would obviously not be possible for the club to meet and elect officers.

It may be correct that the club has no officers, since the constitution provides that "They shall be elected to serve for one year at the June meeting. Term of office will begin with the July meeting." Since there is no "until their successors are elected clause," the terms of all of the officers appear to have now ended. There was subsequently an election for officers. This election would ordinarily be invalid due to the lack of a quorum, but the strange provision in your constitution may complicate things.

56 minutes ago, pigeonpatty@gmail.com said:

Would not the election of officers fall under policy or Robert's Rules of Order in general?

Yes.

56 minutes ago, pigeonpatty@gmail.com said:

Is a quorum required for election of new officers?

So far as RONR is concerned, yes, but as I have noted previously, your constitution includes a very unusual provision in its article on quorum, the meaning of which is not entirely clear.

Edited August 21, 2020 at 09:16 PM by Josh Martin

[Atul Kapur]

2 hours ago, Josh Martin said:

"A quorum to transact business shall consist of not less than 50% of the membership." You say that the club has 124 members, which would mean that quorum would be 63

62 is "not less than 50% of" 124

[Josh Martin]

7 minutes ago, Atul Kapur said:

62 is "not less than 50% of" 124

You're right. I must have read it as "more than 50%."

Either way, 20-35 members seems a bit short.

Edited August 21, 2020 at 11:41 PM by Josh Martin

[pigeonpatty@gmail.com]

Thank you for the helpful responses.  One last question.

If the current officers choose not to pursue another term in office,(understanding this is complicated,) and they just walk away from the situation, other than letting down the entire membership at large,  should we just let the new leadership take over and let them go on with new plans?  I feel that pursuit of professional assistance would further the divide that already exists and only prolong the inevitable.  With the pandemic situation complicating our members ability to have a quorum, (average age group 65+), there is nothing much more we can do, until we meet in the future.  

 

[Josh Martin]

22 minutes ago, pigeonpatty@gmail.com said:

If the current officers choose not to pursue another term in office,(understanding this is complicated,) and they just walk away from the situation, other than letting down the entire membership at large,  should we just let the new leadership take over and let them go on with new plans? 

As I have previously noted, whether the officers are validly elected will depend on an interpretation of the meaning of the rule in the article on quorum which says "This will apply to major financial business or a significant change in policy of the club." It may (or may not) be that the meaning of this rule is that a quorum is not required for the elections. This will determine whether the elections are valid. If the election is valid, then the new leadership takes over whether the club likes it or not.

If the election is not valid, then a new election will need to be held when it is possible to do so. These persons, or the current officers, or other persons who are neither of these, or some combination thereof, might be elected.

It should also be noted that whether or not the current officers choose to pursue another term of office has absolutely no bearing on the meaning of the organization's rules.

22 minutes ago, pigeonpatty@gmail.com said:

I feel that pursuit of professional assistance would further the divide that already exists and only prolong the inevitable.  With the pandemic situation complicating our members ability to have a quorum, (average age group 65+), there is nothing much more we can do, until we meet in the future.  

If the association chooses not to pursue professional assistance in this regard, then the association will need to interpret its own rules as best as it can. This decision must be made, however, on the basis of what the organization feels is an honest interpretation of the meaning of its rules, not simply what interpretation the organization feels is most convenient.

Edited August 22, 2020 at 03:04 PM by Josh Martin

[pigeonpatty@gmail.com]

Thank You!!