Are Convention Delegate Absentees Members?

[smb]

I recognize this is a question of bylaw interpretation and not strictly RONR, but I would appreciate your thoughts about the requirement for prior notice with respect to conventions and 'absentees'

1. An organization has a convention of delegates every two years.  Delegates are elected by chapters, and receive their credentials when they register at the convention.  Several elected delegates failed to attend.   The convention took up an amendment to the bylaws for which proper notice had not been given. [The notice was given, but only 25 days prior to the convention rather than the 30 required.]. It was adopted unanimously. One of the elected delegates who failed to attend has since protested that the amendment was not properly adopted, citing the rule that the requirement for notice is protection for absentees and cannot be waived if any member is absent. [25:10].  The response he was given is that he does not have the protected status of 'absentee' because he did not become a 'member' of the convention because he was not yet credentialed.

2. Suppose the delegate had attended and had been credentialed.  He leaves the meeting before the bylaw amendment is taken up...can he now protest because he was a 'member' of the convention but was absent when the vote was taken?

3. The bylaws state that the "notice of the convention " shall be sent to all delegates at least 45 days prior  and that "a packet with more information shall be sent to all delegates at least fifteen days prior.   The convention notice was mailed, stating that among the items of business will be proposed amendment to the bylaws .   The actual bylaw amendments were included in the later packet, but it was mailed twelve days prior to the convention instead of the required fifteen.  Is the fifteen-day requirement for the followup packet a form of 'prior notice' that cannot be suspended, or was the information in the call to convention sufficient?  

4. In scenario 3, would it make any difference if the notice of convention gave a brief summary of the bylaw amendment, although not the detail.  I.e. 'a proposed amendment to the bylaws to permit officers to serve a second consecutive term."

Thx

p.s.  I recognize how strictly we consider the requirement for prior notice in most contexts -- these question relate solely to conventions of delegates, where delegates are presumed to have a duty to attend so the normal purpose for notice [allowing members to determine whether they want to attend or not] may not be pertinent.

 

 

Edited May 1, 2022 at 04:04 PM by smb

[Shmuel Gerber]

I don't think you've told us what the requirement is for amending the bylaws.

[Josh Martin]

On 5/1/2022 at 10:48 AM, smb said:

1. An organization has a convention of delegates every two years.  Delegates are elected by chapters, and receive their credentials when they register at the convention.  Several elected delegates failed to attend.   The convention took up an amendment to the bylaws for which proper notice had not been given. [The notice was given, but only 25 days prior to the convention rather than the 30 required.]. It was adopted unanimously. One of the elected delegates who failed to attend has since protested that the amendment was not properly adopted, citing the rule that the requirement for notice is protection for absentees and cannot be waived if any member is absent. [25:10].  The response he was given is that he does not have the protected status of 'absentee' because he did not become a 'member' of the convention because he was not yet credentialed.

It must first be noted that under the rules in RONR, a Point of Order may only be raised at a meeting, and the Point of Order may be raised by any member of the assembly. Whether the member raising the Point of Order was personally protected by the rule or harmed by the breach is immaterial. So just to be clear, any member may raise a Point of Order regarding this matter if there were any absentees. Whether the member raising the Point of Order was an absentee is immaterial.

The next question is whether persons who are elected as delegates for a convention but do not register with the Credentials Committee are "absentees" for purposes of the rule in 25:10. That is, can the assembly waive the notice requirement if all registered delegates are present, or is it necessary that all registered delegates are present?

It is correct that a person is not truly considered to be a "member" of the convention until they are registered at the convention. It makes absolutely no sense, however, to interpret a previous notice requirement of 30 days as only protecting the delegates who are registered at the convention. That would seem to defeat the entire purpose of the requirement. Indeed, it will not be known 30 days in advance which persons will end up being registered delegates. Such a requirement is clearly intended for the protection of all elected delegates, at a minimum, and may be intended to protect an even broader category of members, depending upon the specifics. (Indeed, rules of this nature often require the notice be sent to more persons than just the delegates.)

Based upon this, my view is that a Point of Order regarding the lack of notice remains timely. Unless the organization's rules provide otherwise, however, such a Point of Order may only be addressed by the convention, which may be rather difficult as a practical matter, since the convention only meets every two years.

On 5/1/2022 at 10:48 AM, smb said:

2. Suppose the delegate had attended and had been credentialed.  He leaves the meeting before the bylaw amendment is taken up...can he now protest because he was a 'member' of the convention but was absent when the vote was taken?

Once again, it must be understood that whether the member is personally protected or harmed by the breach is immaterial. If there were any absentees, any member may raise a Point of Order regarding this matter.

In any event, as I have noted above, I believe elected delegates (at a minimum) are absentees for purposes of the rule in 25:10 whether they are credentialed or not. There is certainly no doubt that a credentialed delegate who was absent when the vote was taken is an absentee.

On 5/1/2022 at 10:48 AM, smb said:

3. The bylaws state that the "notice of the convention " shall be sent to all delegates at least 45 days prior  and that "a packet with more information shall be sent to all delegates at least fifteen days prior.   The convention notice was mailed, stating that among the items of business will be proposed amendment to the bylaws .   The actual bylaw amendments were included in the later packet, but it was mailed twelve days prior to the convention instead of the required fifteen.  Is the fifteen-day requirement for the followup packet a form of 'prior notice' that cannot be suspended, or was the information in the call to convention sufficient?  

To clarify, this is a different organization than the organization in Questions 1 and 2, correct?

I am not clear on what the bylaws say regarding the requirement for previous notice of the bylaws in this organization, but I find it unlikely the notice of convention would satisfy the requirement if the only statement it contains in that regard is "that among the items of business will be proposed amendment to the bylaws."

On 5/1/2022 at 10:48 AM, smb said:

4. In scenario 3, would it make any difference if the notice of convention gave a brief summary of the bylaw amendment, although not the detail.  I.e. 'a proposed amendment to the bylaws to permit officers to serve a second consecutive term."

I think this is sufficient so far as RONR is concerned, but I cannot say for certain that it meets the requirements in the bylaws, since I do not know what those requirements are.

"Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered." RONR (12th ed.) 10:47

On 5/1/2022 at 10:48 AM, smb said:

p.s.  I recognize how strictly we consider the requirement for prior notice in most contexts -- these question relate solely to conventions of delegates, where delegates are presumed to have a duty to attend so the normal purpose for notice [allowing members to determine whether they want to attend or not] may not be pertinent.

If an organization feels this way, it is free to adopt rules providing for shorter notice requirements (or no notice requirement), or providing rules permitting for the adoption of amendments without sufficient notice by a higher voting threshold, or the like. In the absence of such rules, however, I see no reason to conclude that delegates are entitled to any less protection from rules requiring previous notice. I certainly see nothing in RONR which suggests such a thing.

I would note again that in many organizations, rules for previous notice in regard to conventions are not intended simply to protect delegates. Often the notices are required to be sent to all members of the society, and are sent far enough in advance that the delegates are not yet determined. Such notice can assist members in determining whether they wish to be delegates to the convention.

Edited May 1, 2022 at 08:06 PM by Josh Martin

[Atul Kapur]

I agree with Mr. Gerber that we have not been given enough information regarding the requirements to amend the bylaws. Specifically, who is sent the notice of amendments 30 days before convention?

Unless the bylaws are very poorly worded and only those who have been chosen to be delegates are entitled to receive notice of bylaw amendments, then I believe that the question of absentees is a red herring. If notice of proposed amendments needs to be sent to all members of the organization rather than just delegates (a more common and better requirement) then I believe the motion to suspend the rules is not in order due to 25:13.