Meeting attendance requirement in bylaws, when no meetings have been held

[Jennifer M]

I am an officer in a small community organization. In February 2020, I formed a committee to review and amend our bylaws (they are far too cumbersome for an organization of our size). However, when Covid hit, everything was put on hold. One of the issues we had planned to address was the meeting attendance requirement in order to be considered a member in good standing. We are now faced with a dilemma regarding this requirement, and I hope someone in this group might have some suggestions.

Our current officers were elected and the board appointed in October 2019. The next election is scheduled for October 2021. Our bylaws state that the term for office is 2 years and officers may not serve more than two consecutive terms. The major component for being eligible to serve as an officer and to vote as a member at large, is based on attendance at meetings. The bylaws state that to be considered a member in good standing an individual must have attended six meetings in the prior Council year and three meetings in the current Council year. We held our last regular meeting in February of 2020. As I understand the bylaws, this means we have no one eligible to run for office or to vote. 

Any ideas on how to address this?

Thank you

Edited August 16, 2021 at 01:41 AM by Jennifer M
Remove hyphen

[Weldon Merritt]

2 hours ago, Jennifer M said:

Any ideas on how to address this?

Amend the bylaws.

[Richard Brown]

2 hours ago, Jennifer M said:

Any ideas on how to address this?

 

38 minutes ago, Weldon Merritt said:

Amend the bylaws.

I agree with Mr. Merritt, provided you are able to have a meeting and obtain a quorum in order to amend the bylaws. If that is not possible, the situation becomes much more complicated.  However, there is no need to get into that if it is possible for you to amend the bylaws to amend or remove the meeting attendance requirement, either temporarily or permanently.

[Gary Novosielski]

18 hours ago, Jennifer M said:

I am an officer in a small community organization. In February 2020, I formed a committee to review and amend our bylaws (they are far too cumbersome for an organization of our size). However, when Covid hit, everything was put on hold. One of the issues we had planned to address was the meeting attendance requirement in order to be considered a member in good standing. We are now faced with a dilemma regarding this requirement, and I hope someone in this group might have some suggestions.

Our current officers were elected and the board appointed in October 2019. The next election is scheduled for October 2021. Our bylaws state that the term for office is 2 years and officers may not serve more than two consecutive terms. The major component for being eligible to serve as an officer and to vote as a member at large, is based on attendance at meetings. The bylaws state that to be considered a member in good standing an individual must have attended six meetings in the prior Council year and three meetings in the current Council year. We held our last regular meeting in February of 2020. As I understand the bylaws, this means we have no one eligible to run for office or to vote. 

Any ideas on how to address this?

Thank you

I agree with my colleagues that amending the bylaws will be necessary.

This illustrates the law of unintended consequences in drafting bylaws language that initially seems beneficial, yet causes major problems in practice.  This is particularly true of qualifications for office, which can easily lead to an overwhelmingly favored candidate, or in your case all candidates, being ineligible.   

Remember that even if you deleted all the qualification language from your bylaws, voters are free to use whatever criteria they wish in deciding how to vote.  Presumably if a candidate had a poor attendance record at meetings, that candidate would not be looked on favorably by the voters, regardless of what the bylaws might say.

[George Mervosh]

19 hours ago, Jennifer M said:

As I understand the bylaws, this means we have no one eligible to run for office or to vote. 

 

2 minutes ago, Gary Novosielski said:

I agree with my colleagues that amending the bylaws will be necessary.

If Jennifer M's interpretation of her group's bylaws is correct, who will be doing the amending?

[Richard Brown]

8 minutes ago, George Mervosh said:

 

If Jennifer M's interpretation of her group's bylaws is correct, who will be doing the amending?

Ahhh, very observant and very good point.  The bylaws apparently have the same attendance requirement for both being an officer AND for being eligible to vote.  Jennifer even pointed that out herself in her original post.

My answer now is to fall back on Question 107 in Parliamentary Law.  Ignore the prior meeting attendance requirement for the purposes of amending the bylaws.

You asked the question.  What is your suggestion? 

[Gary Novosielski]

49 minutes ago, George Mervosh said:

 

If Jennifer M's interpretation of her group's bylaws is correct, who will be doing the amending?

Ah.  Point taken.  I had missed the fact that this applied to voters as well.

In that case, the typical move is to do a lot of hand waving and throw around such terms as Doctrine of Necessity, and hope for the best.  I do not personally recommend such shenanigans, but I've been a witness to them.

I think that's the principle that PL Q.107 is based on.  What other choice is there, except to declare the organization dead and walk away?

 

Edited August 16, 2021 at 08:15 PM by Gary Novosielski

[Jennifer M]

Thank you all for the feedback. I will need to look into the reading Parliamentary Law mentioned and Doctrine of Necessity as I am unfamiliar with both. 

Please accept my apologies on the length of this follow-up post. You should see my emails!

I re-read our bylaws for the umpteenth time and the only place I see to possibly work around is in the Article dealing with amendments. Here it does not specify "member in good standing". Although I realize allowing members not in good standing to vote goes against the intent.

I am unable to upload the full document because it is too large, however these are the sections related to the question (directly from the bylaws are in bold, my comments are in italics): 

Article VIII

Membership

Section 1. Full membership in the Sheraden Community Council, Inc. will be open to all residents of Sheraden 18 and over, and to any person, not a resident, who is interested in furthering the work of the Council.

Section2. Membership shall be renewed annually according to the Council year.

Section 3. Membership shall not exceed the population of the Sheraden Community.

Section 4. RELATED TO THE BOUNDARIES OF SHERADEN – NOT RELEVANT TO MY QUESTION.

Section 5. Members are in good standing if they have attended six meetings during the previous Sheraden Council year until the third meeting of the current year, thereafter if they have attended three meetings within the current council year. They must also be current with their dues, as determined by Article XI. (NO DUES HAVE BEEN AUTHORIZED; BYLAWS ALSO CURRENTLY HAVE THE WRONG ARTICLE REFERENCED)

Section 6. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of members. A carrying vote is one vote more than one-half of those present and eligible to vote.

Section 7. RELATED TO REMOVAL FROM A MEETING – NOT RELEVANT TO MY QUESTION.

Article XI

Election of Officers

Section 1. The Executive Committee is elected every two years.

Section 2. Nominations for officers shall be taken from membership at large at the September meeting of the membership. Nominees must be present at the meeting. The person making the nomination must be a member in good standing as of the September meeting of an election year. (See Article VII, Section 5) (CURRENT BYLAWS REFER TO THE WRONG ARTICLE/SECTION)

Section 3. Nominees must be members in good standing as of the September meeting of an election year.

Section 4. Election of officers will take place at the October meeting of the membership.

Section 5. Only members in good standing as of September of an election year will be eligible to vote.

Section 6. Voting shall take place by secret ballot or in the event of an unopposed seat, by consensus of the members determined eligible to vote at the September meeting.

Section 7. Officers may serve two two-year terms in their elected office. Upon completing the second term, the person may run for the same office after an interruption of one year.

Article XVIII

Amendments

Section 1. These Bylaws may be amended at any regular meeting by a majority of the members present, provided that motion for such changes was presented at the last regular membership meeting.

Section 2. No amendments regarding Election of Officers shall be made during the September or October meetings, during which nominations and elections are held.

Section 3. All changes in Bylaws shall be voted upon by individual sections.

Thank you again for your comments. This was a great forum to stumble upon.

 

[Richard Brown]

@Jennifer M, here is a link to Question and Answer 107 in Parliamentary Law, a book published by General Henry Robert in 1923.   It's available online but hard to find.  General  Robert devotes a substantial portion of the book to answering questions regarding parliamentary procedure.  Question 107 is sometimes cited as an ok by General Robert himself to "do what you have to do" and comply with the spirit of your bylaws as much as possible when it is impossible or impracticable to comply with the letter of your bylaws.  It concerns an organization that was unable to obtain the number of members necessary at a meeting to amend its bylaws.   It's on page 452.

https://babel.hathitrust.org/cgi/pt?id=mdp.35112104592482&view=1up&seq=497

Using the rationale suggested by General Robert, rather than ignoring your meeting attendance requirement altogether, which I think is an option, you might base it on something like the attendance of members in the most recent year when you were actually able to hold meetings.

Good luck!

 

[Gary Novosielski]

Here's an alternate on-line source for PL  https://archive.org/details/parliamentarylaw00robe/page/452/mode/1up