executive session resulting bylaw discussion/recommendation tabled

[rynait]

I was asked whether any is right or should be ruled out of order (i was not present in that meeting),  Last month they had a meeting that according to bylaws allowed members to vote on bylaws amendments.   

the story goes like this.. the bylaws committee chair's turn, he rose to present the two amendment draft bylaws recommendation, and secretary showed differently, yet very heavily striked out, and inserted bylaws draft (is not made by the committee).  committee chair asked secretary to remove the draft and put up the draft with two amendment.    some fiasco occurred, resulting in that chair walking out of the meeting and nothing happened.  

later on I recieved copy minutes of that meeting last month showing (snippet)

"executive session *** board only ***

 bylaws discusion/revisions tabled."

my reactions...   agenda does not have executive session item, and minutes lacks main or incidentary motion process made to enter executive session.  and the way executive session is typed in minutes, ***  board only ***,  yet there are three memberships   the officers,  representatives and members.   and the low end rumors (they are stated from members excluded) that other people beside board was in that session.  I searched organization bylaws, finding single word board in Section defining officers duties.  I believe robert rules indicates there should be second motion to invite those not officer people before entering executive session.  and is not recorded in the minutes.

So, interpretatively  i believe the executive session was incomplete in the minutes, and maybe ruled out of order. 

does end result of that paragraph, implies both proposed drafts is 'tossed' in garbage bin  and if members still wants amendment,  reinvent the wheel and try again in 2023?

in case you needed to know the timeframe for tabled,  amendment to bylaws may take place during annual meeting in march. does this give quarterly time flexibility to untable at march 2023? (i feel it is not viable)

i do not know what to state a motion to force organization retain the committee (not heavily redacted) recommended draft and re-present in march 2023. 

 

Edited April 28, 2022 at 08:46 PM by rynait
who said and grammar, fact correction

[Josh Martin]

On 4/28/2022 at 9:05 AM, rynait said:

I was asked whether any is right or should be ruled out of order (i was not present in that meeting),  Last month they had a meeting that according to bylaws allowed members to vote on bylaws amendments.   

the story goes like this.. the bylaws committee chair's turn, he rose to present the two amendment draft bylaws recommendation, and secretary showed differently, yet very heavily striked out, and inserted bylaws draft (is not made by the committee).  committee chair asked secretary to remove the draft and put up the draft with two amendment.    some fiasco occurred, resulting in that chair walking out of the meeting and nothing happened.  

later on I recieved copy minutes of that meeting last month showing (snippet)

"executive session *** board only ***

 bylaws discusion/revisions tabled."

my reactions...   agenda does not have executive session item, and minutes lacks main or incidentary motion process made to enter executive session.  and the way executive session is typed in minutes, ***  board only ***,  yet there are three memberships   the officers,  representatives and members.   and the low end rumors (they are stated from members excluded) that other people beside board was in that session.  I searched organization bylaws, finding single word board in Section defining officers duties.  I believe robert rules indicates there should be second motion to invite those not officer people before entering executive session.  and is not recorded in the minutes.

So, interpretatively  i believe the executive session was incomplete in the minutes, and maybe ruled out of order. 

does end result of that paragraph, implies both proposed drafts is 'tossed' in garbage bin  and if members still wants amendment,  reinvent the wheel and try again in 2023?

I'm having a hard time following all of this, but my initial observations are as follows:

As to inviting non-board members in executive session, it is correct that (to the extent such matters are not already governed by rule or custom), the board would specify which persons are invited. That could be included in the motion to enter executive session or could be handled as a separate motion. It is correct that the motions on this matter should be recorded in the minutes. They are questions of privilege, which are handled as main motions, and main motions are included in the minutes.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)." RONR (12th ed.) 9:25

The fact that the information pertaining to the executive session is incomplete in the minutes, however, does not mean the executive session itself is out of order. It simply means the minutes should be corrected. Based upon the facts presented, I see no other reason why the executive session would have been out of order, let alone any issue which constitutes a continuing breach that could be challenged after the fact.

I am frankly not clear on how (or if) the executive session is connected to the separate issue pertaining to the "fiasco" with the bylaw amendments. In any event, I do not agree, based solely upon the facts presented, that this means "both proposed drafts is 'tossed' in garbage bin  and if members still wants amendment,  reinvent the wheel and try again in 2023." (Although that may be the result if the assembly meets infrequently.) As I understand the facts, the amendments were still pending when the chair "walked out of the meeting and nothing happened." If this is correct, they should be taken up as Unfinished Business at the next regular meeting, if that meeting is within a quarterly interval.

On 4/28/2022 at 9:05 AM, rynait said:

in case you needed to know the timeframe for tabled,  amendment to bylaws may take place during annual meeting in march. does this give quarterly time flexibility to untable at march 2023? (i feel it is not viable)

I do not see any suggestion from the facts presented that the amendments ever were laid on the table. Instead, we are told that the amendments ended with "chair walking out of the meeting and nothing happened." 

In the event the amendments were laid on the table, the motion to Take from the Table would not be in order at a meeting in March 2023. A quarterly time interval refers, generally, to a time period of a quarter of one year, so a full year is well beyond that. The motion could, however, be taken from the table at the next regular meeting, if that is within a quarterly time interval. Even if your bylaws require amendments to be considered at an annual meeting, an amendment could originally be considered at an annual meeting and be carried over to another meeting by various means.

Once again, however, it does not seem the motion was, in fact, tabled. Instead, nothing at all happened with it. As a result, it seems to me it should be Unfinished Business at the next meeting (if that meeting is within a quarterly interval), much like a motion which is pending when a meeting adjourns. (Which is maybe exactly what happened? It isn't clear what happened after the chair walked out of the meeting.)

On 4/28/2022 at 9:05 AM, rynait said:

i do not know what to state a motion to force organization retain the committee (not heavily redacted) recommended draft and re-present in march 2023. 

If the assembly has another meeting within a quarterly interval, the motion should come up under Unfinished Business. If the chair fails to do so on his own, a Point of Order and Appeal can be used. As for the issue with the Secretary not faithfully representing the motion made by the committee, a Point of Order and Appeal can be used for that as well. After that is settled, if the preference is to wait until March 2023 to act on this matter, the assembly can repeatedly postpone this matter from one meeting to the next (assuming there is never a gap of more than a quarterly interval) until eventually it is taken up at the annual meeting in March 2023.

On the other hand, if the assembly does not have another meeting within a quarterly interval (and calling a special meeting within that timeframe is impractical), then the motion is effectively dead, and it will be necessary to start over and follow the amendment procedure in the assembly's bylaws in order to bring this amendment back at a future meeting.

But as I said earlier, I had a hard time following this, so it may well be I misunderstood some of the relevant facts. If that is the case, feel free to provide any necessary clarification.

Edited April 29, 2022 at 11:32 AM by Josh Martin

[rynait]

happy to provide clarification,   i had chance to talk to another person that was also present at that march meeting.  

 

the minutes that I have read  will  need a lot of corrections. 

what transpired  ahem,   there is two versions of revisions (with their respective amendments).   That person also stated that chair (of bylaws committee) asked to take down the version that committee did not recommend to go over first.   and like stated earlier  fiasco had transpired, arguing concept "this is the only revision allowed." and secretary refused to show the committee revision version (digital projection on screen).  I believe some sort of action (probably hold until executive..) was done, but the members is already confused with the fiasco did not make any types of motions-actions. 

the executive session (took place later in the meeting after 3 new business matter was handled)   I asked was there motion made to enter the executive session discussing bylaws review?.    That person said no motion was made to enter the session,  and I knew that person is officer, but not board member and is in the session. So at the next meeting I will be asking clarification corrections entered into minutes whether executive session involved board as 7 or officers as 9?    but leaves fact:

a)  no motion was made to enter executive session (per person statement present at march meeting).  After learning the subject is bylaws review and possibly members should be voting on bylaws matters, (robert rules 9.24 at end of that paragraph). But the body is different, only relies on that "*** board only ***"  might be difficult to straighten out. (see my presumption c below)

b)  result of the bylaw review is not announced. 

c) I am presuming in order to fix the minutes in one fell swoop, offering correction saying "with respect to errors made for executive session, and the result was no actions was taken."

After the executive session ended, and the meeting was to proceed into discussion (and revise) of the bylaws and vote on amendment(s) with the members present at the meeting.  Now that is not matching the minutes, needing additional corrections. This is the time said Bylaws Chair walked out of the meeting. 

Then a member did privilege motion; "tabled to next meeting" the discussion and revisions.  I know the wording is incorrect way.  but is entered minutes as " bylaws discusion/revisions tabled."   after that started officers elections for new term officers.   afterwards meeting is adjourned. 

 

continued next topic relating to my analysis of new information and questions (bylaws amendment)

Edited April 29, 2022 at 11:34 PM by rynait
english grammar

[rynait]

Thank you to Mr Martin for his help figure out necessary actions.

original bylaws does have two revise to Robert's Rules procedure with making amendments to the bylaws. 

a)  proposal to make amendment to bylaws can be done any time up to 30 days before march meeting.

b) Adoption of the amendment is done in annual meeting which takes in place in march, and vote is open to members present at the meeting.  

now  the original bylaws recognizes 6 meetings a year (including annual meeting).  so calculating on the quarterly rule (using robert rules 34.3),  means any meetings that occurs within 3 months (which implies up to two meetings) is valid timing to make motion to  "take bylaws discussion/revisions from the table".

I also learned that there was no proposal to amend bylaws leading to "secretary" amandant amendment version. Unless taken from table, might  repeat the two revision fiasco (be challenged). I probably would rise to  point of information asking whether third proposal was recorded in prior minutes.  If not recorded, then I would make a motion to postpone this "secretary" amendment version indefinitely, and be making another motion to, postpone discussion and adoption on committee amendment version to march 2023. 

 If the motion to take table, was not made at end of 2nd meeting adjournment,  I believe the revisions dies and  would be up to members to repeat making proposal(s) for bylaws corrections and refer to new bylaws committee.  Would be up to committee to copy the previous amendments from the dead revisions, and present in march 2023

 

I have a question, could you table the tabled amendment again in next meeting?

Edited April 29, 2022 at 11:50 PM by rynait

[Josh Martin]

On 4/29/2022 at 5:35 PM, rynait said:

Then a member did privilege motion; "tabled to next meeting" the discussion and revisions.  I know the wording is incorrect way.  but is entered minutes as " bylaws discusion/revisions tabled."   after that started officers elections for new term officers.   afterwards meeting is adjourned. 

On 4/29/2022 at 6:36 PM, rynait said:

Thank you to Mr Martin for his help figure out necessary actions.

original bylaws does have two revise to Robert's Rules procedure with making amendments to the bylaws. 

a)  proposal to make amendment to bylaws can be done any time up to 30 days before march meeting.

b) Adoption of the amendment is done in annual meeting which takes in place in march, and vote is open to members present at the meeting.  

If a motion was made to table the amendments to the next meeting, I think there is some question whether this should be treated as an improperly worded motion (and improperly used) motion to Lay on the Table or an improperly worded motion to Postpone. I am inclined to lean toward the latter. See FAQ #12 for more information.

On 4/29/2022 at 6:36 PM, rynait said:

now  the original bylaws recognizes 6 meetings a year (including annual meeting).  so calculating on the quarterly rule (using robert rules 34.3),  means any meetings that occurs within 3 months (which implies up to two meetings) is valid timing to make motion to  "take bylaws discussion/revisions from the table".

No, this is not correct. For starters, it seems that it may be the motion was postponed, in which event the motion automatically comes up under Unfinished Business and General Orders at the next meeting.

Even in the event the motion was tabled, the motion must be taken from the table by the end of the next meeting, and that meeting must be within a quarterly interval. Two meetings later is too late, even if both meetings are within a quarterly interval.

On 4/29/2022 at 6:36 PM, rynait said:

I also learned that there was no proposal to amend bylaws leading to "secretary" amandant amendment version. Unless taken from table, might  repeat the two revision fiasco (be challenged). I probably would rise to  point of information asking whether third proposal was recorded in prior minutes.  If not recorded, then I would make a motion to postpone this "secretary" amendment version indefinitely, and be making another motion to, postpone discussion and adoption on committee amendment version to march 2023. 

I disagree. There is no reason to treat this version the Secretary made up with any validity. A Point of Order should be raised regarding this matter, followed by an Appeal if necessary.

Additionally, a motion to postpone to March 2023 is not in order. The motion may be postponed to the next meeting. This will have to be done multiple times if the assembly wishes to wait until March 2023 to consider this matter.

On 4/29/2022 at 6:36 PM, rynait said:

I have a question, could you table the tabled amendment again in next meeting?

The motion to Lay on the Table is very rarely appropriate and is frequently misused. The purpose of Lay on the Table is to temporarily set aside some motion so that some other urgent business can be taken up.

What appears to be desired here is to delay the motion until a later meeting. The motion to Postpone to a Certain Time (or Postpone Definitely) is the appropriate motion for that. And yes, a motion which has been postponed may be postponed again.

[rynait]

Ok, the suggestion sounds like

a)   correct the minutes "tabled" as "postpone to next meeting". 

b) if put in correct action (in unfinished business) during the next meeting, then members need rise and repeat postpone amendment discussion/revision to next meeting; ahem 5 times (one for each 5 meetings)?

c) if this amendments is not brought into unfinished business before next meeting's adjournment, does that mean the amendments dies?

d) undesired amendment(s) could be "postpone indefinitely" at this upcoming meeting?

e) could we use "postpone to next annual meeting"?

 

On 4/29/2022 at 5:52 PM, Josh Martin said:

 

I disagree. There is no reason to treat this version the Secretary made up with any validity. A Point of Order should be raised regarding this matter, followed by an Appeal if necessary.

 

Confused on how to do this.   do I rise point of order questioning proposal validity and ask discard the amendment version?  if chair don't do, then appeal chair decision in order to discard secretary amendment version?

 

 

[Josh Martin]

On 4/29/2022 at 7:27 PM, rynait said:

b) if put in correct action (in unfinished business) during the next meeting, then members need rise and repeat postpone amendment discussion/revision to next meeting; ahem 5 times (one for each 5 meetings)?

If members want to wait until March 2023 to act on this, yes.

To be clear, based upon the facts presented, I do not think the assembly is required to wait until March 2023 to act on this, but the assembly certainly can do so if it wishes.

On 4/29/2022 at 7:27 PM, rynait said:

c) if this amendments is not brought into unfinished business before next meeting's adjournment, does that mean the amendments dies?

No. The motion to Postpone to a Certain Time is not like Lay on the Table. When a motion is postponed, it automatically becomes a general order for the next regular meeting if not taken up within a quarterly interval. If the chair inadvertently fails to bring up the motion under general orders, the motion will still be carried over to the next meeting as unfinished business, since it was an order of the day not reached prior to adjournment.

On 4/29/2022 at 7:27 PM, rynait said:

d) undesired amendment(s) could be "postpone indefinitely" at this upcoming meeting?

The motion to Postpone Indefinitely is in order. In the event the motion is postponed indefinitely, it would then be necessary to start over, under whatever procedure your bylaws require for their amendment.

On 4/29/2022 at 7:27 PM, rynait said:

e) could we use "postpone to next annual meeting"?

No. It is not in order to postpone a motion beyond the next regular meeting. It is also not in order to postpone a motion beyond a quarterly time interval. So a motion to "postpone to next annual meeting" is not in order (unless the annual meeting is the next regular meeting).

On 4/29/2022 at 7:27 PM, rynait said:

Confused on how to do this.   do I rise point of order questioning proposal validity and ask discard the amendment version?  if chair don't do, then appeal chair decision in order to discard secretary amendment version?

Yes.

I suggest reviewing RONR (12th ed.) Sections 23-24 regarding Point of Order and Appeal. If it is expected that the secretary (and possibly also the chair) will persist in this nonsense, I would also review Section 62 regarding procedures to address abuse of authority by the chair and procedures to temporarily (or permanently) remove the chair and secretary from office.

To be clear, the Secretary's amendment is invalid because, quite obviously, the Secretary cannot unilaterally change the committee's recommendation. After the committee has presented its recommendation and the chair has stated the question, then members (including the Secretary) can seek to amend the proposal. Any such amendments will require a majority vote for adoption and, because this is an amendment to the bylaws, these changes will need to be within the scope of notice. See RONR (12th ed.) 57:10-13.

Edited April 30, 2022 at 12:08 PM by Josh Martin

[rynait]

meeting over, new complication,  seperate topic.