Executive Committee creating rules based on authority granted in bylaws ... ?

[RSW]

Okay....this is a bit complex, but hear me out.

An organization is meeting, and they *frequently* don't make quorum. There are things they're *absolutely required* to do that they can't do, sometimes for months on end. 

The solution to this would typically be to adjust the quorum (per guidance in 40:3). The problem is, the quorum is set at 50% in the bylaws, and the bylaws can't be amended because they're set by the parent organization. Fixing the problem on that level is a complete non-starter.

So now we're down to what the organization *can* do.

Membership in the organization is of three types - active, inactive, and honorary. A quorum is over half of *active* members. Moving a member to "inactive" status - which confers essentially no loss of privileges *other than* voting - removes them from the number needed for a quorum.

The way they're removed from active membership is described in the bylaws as follows:

Quote

Inactive individual membership in this club may be conferred by the executive committee of this club on any individual member requesting an extended absence from club meetings, or who wishes to maintain individual membership without regular attendance at club meetings. An individual member may also be classified as inactive for continued absence without notice. An inactive individual member may be restored to active individual membership by the Club Executive Committee upon request.

So....

Is it permissible for the Executive Committee to pass a motion that automatically (i.e. "without the Executive Committee having to handle each case as it occurs") confers the "inactive" status after, say, three regular meetings have been missed? And a second motion that automatically reinstates said member upon their next attendance at a meeting? 

And given that the organization must approve all Executive Committee actions for them to be valid, would such a standing rule be valid indefinitely once approved by the organization?

[Josh Martin]

1 hour ago, RSW said:

And given that the organization must approve all Executive Committee actions for them to be valid...

Could you cite this rule? There is no such rule in RONR.

1 hour ago, RSW said:

Is it permissible for the Executive Committee to pass a motion that automatically (i.e. "without the Executive Committee having to handle each case as it occurs") confers the "inactive" status after, say, three regular meetings have been missed? And a second motion that automatically reinstates said member upon their next attendance at a meeting? 

I am inclined to think not. The rule in question appears to authorize the Executive Committee to classify individual members as inactive, not to authorize them to adopt rules providing for members to automatically become inactive due to meeting some predefined condition.

[Richard Brown]

4 hours ago, RSW said:

The solution to this would typically be to adjust the quorum (per guidance in 40:3). The problem is, the quorum is set at 50% in the bylaws, and the bylaws can't be amended because they're set by the parent organization. Fixing the problem on that level is a complete non-starter.

Are you sure the parent organization bylaws absolutely prohibit changing your quorum requirement? Could you quote the provision that you believe establishes a quorum requirement that you cannot change? Please quote the provision verbatim, don’t paraphrase. You may, of course, disguise or omit the name of the organization if necessary.

[RSW]

57 minutes ago, Richard Brown said:

Could you quote the provision that you believe establishes a quorum requirement that you cannot change?

Sure, happy to clarify. I'm going to use "parent organization" for our parent group, and "subsidiary organization" for our group.

There's a document referred to as a "constitution" for the subsidiary organization. The subsidiary organization has no separate bylaws. This constitution is provided by the parent organization, and accepting it is a requirement for our subsidiary organization's existence. It provides:

Quote

This constitution may be amended only by a majority of the votes cast at an Annual Business Meeting or a special meeting of the voting membership of (parent organization)

The Annual Business Meeting isn't *our* group - it's the *parent* group. Elsewhere in the constitution it provides:

Quote

A majority of the active individual membership shall constitute a quorum for the transaction of all business of (subsidiary organization).

Since that second provision is in the constitution, the constitution specifies that it can only be amended by the parent organization, and there's no exception for adjusting the quorum anywhere in the constitution, I think that leaves us stuck.

Regarding Mr. Martin's very understandable question, the provision is also in the constitution:

Quote

All actions of the (subsidiary organization) Executive Committee shall be submitted to (subsidiary organization) at the next business meeting for ratification. Any decision of the (subsidiary organization) Executive Committee which (subsidiary organization) fails to ratify shall be null and void.

 

Edited July 24, 2021 at 12:47 AM by RSW

[RSW]

Apologies - I was trying to edit the previous post and it posted a new one. I can't delete, so I'm editing it out.

Edited July 24, 2021 at 12:46 AM by RSW
Technology glitch

[Josh Martin]

On 7/23/2021 at 7:38 PM, RSW said:

Sure, happy to clarify. I'm going to use "parent organization" for our parent group, and "subsidiary organization" for our group.

There's a document referred to as a "constitution" for the subsidiary organization. The subsidiary organization has no separate bylaws. This constitution is provided by the parent organization, and accepting it is a requirement for our subsidiary organization's existence. It provides:

The Annual Business Meeting isn't *our* group - it's the *parent* group. Elsewhere in the constitution it provides:

Since that second provision is in the constitution, the constitution specifies that it can only be amended by the parent organization, and there's no exception for adjusting the quorum anywhere in the constitution, I think that leaves us stuck.

Regarding Mr. Martin's very understandable question, the provision is also in the constitution:

Well, your parent organization has really botched this up about as well as it possibly can.

Unless and until your parent organization fixes this mess, it seems to me the best solution is this:

1) Identify the worst offenders in regard to attendance. (As you suggest, this could be persons who have missed three or more consecutive regular meetings, or some other such criteria.)

2) Have the Executive Committee classify those persons as inactive. Remember that this decision won't actually take effect until ratified.

3) When the general membership manages to obtain a quorum, ratify that decision.

4) When the inactive members complain about the loss of their ability to vote, tell them this unfortunate solution is the parent organization's fault and to send angry email their way.

Edited July 25, 2021 at 12:52 PM by Josh Martin

[Richard Brown]

I suggest you work hard to get the parent organization to rectify this by either changing that bylaw provision itself or by granting the affiliate units the right to set their own quorum requirements. 

as an alternative, and in the meantime, your local organization might want to be a bit more particular about who it accepts as a regular member and might start acting more quickly to move active members who aren’t participating fully to inactive or honorary status.
 

Edited July 25, 2021 at 04:43 PM by Richard Brown
Typographical corrections