Bylaws Violation

[Alaina Pierret]

My question is in regards to a motion that has been made via email, seconded and recognized by the chair. The motion violates our bylaws, in my opinion. We are setting up a nomination committee and our by laws state that the board shall nominate three members and two alternates. The board shall also name the chair. The motion that has been made names the chair and states that the chair choose from a long list of names.  The president, who is also the chair named in the motion, states that she cannot ignore the motion and it’s okay because it has been done wrong before and no one complained. 
 

Is this proper or does it in fact violate our bylaws? Should the motion be considered null and void?

Thank you all in advance. 

[Atul Kapur]

The chair cannot ignore a motion but the chair has the duty to consider whether it is in order before stating it and putting it out for consideration.

Not following your bylaws in the past is not an accepted justification to continue not following them.

[Richard Brown]

Agreeing with Dr. Kapur, it sounds like this motion would indeed be in direct conflict with your bylaws and would be out of order.  I suggest you get your ducks lined up and have someone ready to second an appeal if one is necessary and that you also have some people who are willing to speak in support of your argument and to vote with you. Being right is not enough. You must convince others you are right. It requires a majority vote to overrule the decision of the chair. The appeal is debatable, but subject to special limits. The chair gets to speak twice (first and last) and each member gets to speak once. 

[Guest Workinger Robert T.]

1) Do your bylaws specifically allow motions to be made by email?

2) In any case, such a motion would not trump the procedures stated in the bylaws; so raise a Point of Order and follow the Rules. 

[Alaina Pierret]

Thank you all for your input. One other question, if I may. There has now been an amendment to the original motion and second. The chair has stated the amendment. It not the second. If the second is recognized by the chair and a vote is called, would the vote be for the amendment as it supersedes the original motion or for the motion as stated in its’ original form? 
 

Again, thank you. 

[Richard Brown]

In my original response, I overlooked the fact that this is a motion and vote via email. That does change things since there would be no meeting at which you can really raise a Point of Order. You will have to raise it by email or raise it at the next in person meeting Since it likely constitutes a continuing breach.

It is hard to answer your new question because we do not know what your bylaws and special rules  of order provide with regard to email motions and voting by email.  RONR does not provide the answer to this. The answer will likely be contained in your own bylaws or rules. This is one of the inherent problems with making motions and Voting via email without a well drafted set of procedural rules. Also, unless authorized by your bylaws, the email motion and vote is likely invalid anyway.

[Josh Martin]

44 minutes ago, Alaina Pierret said:

Thank you all for your input. One other question, if I may. There has now been an amendment to the original motion and second. The chair has stated the amendment. It not the second. If the second is recognized by the chair and a vote is called, would the vote be for the amendment as it supersedes the original motion or for the motion as stated in its’ original form? 

In the ordinary case, when an amendment is made and seconded, the chair would then state the question on the amendment. After debate, the vote is taken on the amendment. After that is settled, the question is then once again on the main motion, either as amended (if the amendment is adopted) or as originally made (if the amendment is defeated).

In a case where the main motion conflicts with the bylaws, however, the chair should rule the main motion out of order. This may be done notwithstanding the fact that an amendment has been made and seconded. As a result, no vote should be taken on the main motion or on the amendment.

The fact that the process is being conducted by email, however, complicates these matters significantly. Business may not be conducted in this manner unless authorized in the bylaws, and RONR strongly advises against conducting business in this manner. RONR assumes that business is conducted at a meeting where all persons are present or (if authorized by the bylaws) in an electronic meeting which permits (at a minimum) simultaneous aural communication between all members. As a result, the rules are not really prepared for how to conduct business via email, in which this assumption is not correct.

"A deliberative assembly—the kind of gathering to which parliamentary law is generally understood to apply—has the following distinguishing characteristics:

...

The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants." RONR (12th ed.) RONR (12th ed.) 1:1

"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30

Edited February 22, 2021 at 08:11 PM by Josh Martin

[Alaina Pierret]

Thank you again to everyone for your time. Our bylaws so state that our board may conduct business via email.  I will review all responses and forward to our board.