Resignation at a special meeting

[J. J.]

The society has a properly called special meeting, to consider buying a piece of property.  The meeting is quorate, but there are numerous absentees. 

During the meeting, an officer submits his resignation.  There was nothing about this in the notice.  May the resignation be accepted? 

[Dan Honemann]

On 7/8/2022 at 12:11 PM, J. J. said:

The society has a properly called special meeting, to consider buying a piece of property.  The meeting is quorate, but there are numerous absentees. 

During the meeting, an officer submits his resignation.  There was nothing about this in the notice.  May the resignation be accepted? 

Yes, if it fits within the description of business that may be conducted at a special meeting found in 9:15.  What exactly did you have in mind?

[J. J.]

On 7/8/2022 at 12:50 PM, Dan Honemann said:

Yes, if it fits within the description of business that may be conducted at a special meeting found in 9:15.  What exactly did you have in mind?

I could see the resignation of the chair or secretary falling into that description, but not the treasurer, for example.  The first two would have a role in transacting business  within the meeting, but the treasurer would not.  Is that the level of distinction 9:15 would require? 

 

[Dan Honemann]

On 7/8/2022 at 12:59 PM, J. J. said:

I could see the resignation of the chair or secretary falling into that description, but not the treasurer, for example.  The first two would have a role in transacting business  within the meeting, but the treasurer would not.  Is that the level of distinction 9:15 would require? 

 

Yes, I think this is correct. The resignation of the chair or secretary during a meeting will almost certainly be a request to be excused from a duty essential to the functioning of the assembly (32:7), which 19:7 tells us is a question of privilege. A motion raising such a question of privilege is a privileged motion.

[J. J.]

On 7/8/2022 at 1:23 PM, Dan Honemann said:

Yes, I think this is correct. The resignation of the chair or secretary during a meeting will almost certainly be a request to be excused from a duty essential to the functioning of the assembly (32:7), which 19:7 tells us is a question of privilege. A motion raising such a question of privilege is a privileged motion.

This is a bright enough line for me to draw.

Thank you. 

[Tim Wynn]

On 7/8/2022 at 1:23 PM, Dan Honemann said:

Yes, I think this is correct. The resignation of the chair or secretary during a meeting will almost certainly be a request to be excused from a duty essential to the functioning of the assembly (32:7), which 19:7 tells us is a question of privilege. A motion raising such a question of privilege is a privileged motion.

I believe the question of whether the motion to Raise of a Question of Privilege is in order is significantly different than the question of whether the question of privilege so raised is in order at a special meeting.

Is it solely the fact of its being a question of privilege that would make it in order at a special meeting even without its being specified in the call? Or are there other factors at work here?

[Dan Honemann]

On 7/10/2022 at 6:29 PM, Tim Wynn said:

I believe the question of whether the motion to Raise of a Question of Privilege is in order is significantly different than the question of whether the question of privilege so raised is in order at a special meeting.

Is it solely the fact of its being a question of privilege that would make it in order at a special meeting even without its being specified in the call? Or are there other factors at work here?

Well, how do you construe the meaning of "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, ..."?   RONR, 12th ed., 9:15.

[Tim Wynn]

On 7/10/2022 at 6:55 PM, Dan Honemann said:

Well, how do you construe the meaning of "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, ..."?   RONR, 12th ed., 9:15.

I construe it to mean, as it applies to this thread, that it is in order for the presiding officer to consider and make a ruling on whether the resignation is a question of privilege (it is) and whether it is urgent enough to interrupt the pending business. That, to me, does not preclude further rulings about its admissibility. For example, if the member wishing to resign (let's say from the office of secretary) was unaware that his recent delinquency on his dues caused him to be automatically removed from office by a mechanism contained in the bylaws, the chair would be obliged to rule the request to be excused from a duty out of order, since no such duty currently exists. 

In part, my question revolves around the fact that a question of privilege can be introduced in a manner other than through the device of raising a question of privilege. I'm not pondering the likelihood of how it will be introduced; I'm inquiring about whether its being in order is directly tied to its being introduced through the use of the privileged motion to Raise a Question of Privilege (which I can't imagine is the case).

Also, in the case of the privileged motion to Raise a Question of Privilege, the privileged question that is being determined is the admissibility of the member's motion as a question of privilege. There is no doubt that the member's motion is a question of privilege in this case, however that only speaks to the fact that it is urgent enough to warrant its being admitted while business is pending. What rule tells us that a question of privilege, no matter how it is introduced, is in order in a special meeting regardless of its having not been mentioned in the call? For me, so far in this thread, the explanation has a slight taste of begging the question: Raising a Question of Privilege is a privileged motion. A question of privilege can be raised by a motion to Raise a Question of Privilege. Privileged motions are in order at a special meeting. Yes, but can a resignation that is a question of privilege be accepted at a special meeting without being included in the call?

Would this question of privilege (and any question of privilege) be in order in a special meeting even without mention in the call if we were to eliminate the device of Raise a Question of Privilege from the equation?     

 

[Dan Honemann]

On 7/14/2022 at 2:13 PM, Tim Wynn said:

I construe it to mean, as it applies to this thread, that it is in order for the presiding officer to consider and make a ruling on whether the resignation is a question of privilege (it is) and whether it is urgent enough to interrupt the pending business. That, to me, does not preclude further rulings about its admissibility. For example, if the member wishing to resign (let's say from the office of secretary) was unaware that his recent delinquency on his dues caused him to be automatically removed from office by a mechanism contained in the bylaws, the chair would be obliged to rule the request to be excused from a duty out of order, since no such duty currently exists. 

Well, yes, the chair may have to rule a request to be excused from a duty out of order if no such duty then exists, but I think this is beside the point (unless I'm once again missing something, which is entirely possible).

On 7/14/2022 at 2:13 PM, Tim Wynn said:

In part, my question revolves around the fact that a question of privilege can be introduced in a manner other than through the device of raising a question of privilege. I'm not pondering the likelihood of how it will be introduced; I'm inquiring about whether its being in order is directly tied to its being introduced through the use of the privileged motion to Raise a Question of Privilege (which I can't imagine is the case).

I agree that the question as to whether or not such a question of privilege is in order is not directly tied to its being introduced through the use of the privileged motion to Raise a Question of Privilege.  It may be introduced when no business is pending.

On 7/14/2022 at 2:13 PM, Tim Wynn said:

Also, in the case of the privileged motion to Raise a Question of Privilege, the privileged question that is being determined is the admissibility of the member's motion as a question of privilege. There is no doubt that the member's motion is a question of privilege in this case, however that only speaks to the fact that it is urgent enough to warrant its being admitted while business is pending. What rule tells us that a question of privilege, no matter how it is introduced, is in order in a special meeting regardless of its having not been mentioned in the call? For me, so far in this thread, the explanation has a slight taste of begging the question: Raising a Question of Privilege is a privileged motion. A question of privilege can be raised by a motion to Raise a Question of Privilege. Privileged motions are in order at a special meeting. Yes, but can a resignation that is a question of privilege be accepted at a special meeting without being included in the call?

Would this question of privilege (and any question of privilege) be in order in a special meeting even without mention in the call if we were to eliminate the device of Raise a Question of Privilege from the equation?     

 

I know of no rule that tells us that all questions of privilege, no matter how introduced, are in order in a special meeting regardless of having not been mentioned in the call, and I have previously indicated my doubts about a resignation submitted by the Treasurer being in order.  But the answer to your question "can a resignation that is a question of privilege be accepted at a special meeting without being included in the call?" is clearly "yes."

The answer to your final question is also "yes."  19:3 tells us that "Questions of privilege can also be introduced while no motion is pending, either as requests or by being moved and seconded just as any other main motion; in that case, the device of 'raising' a question of privilege does not enter in."  In the instant case, the request is a Request to Be Excused from a Duty, an incidental motion governed by the rules in Section 32, and 9:15 tells us that the rule which says that the only business that can be transacted at a special meeting is that which has been specified in the call of the meeting does not preclude the consideration of incidental motions that may arise in connection with the conduct of the special meeting.

  

[Gary Novosielski]

On 7/15/2022 at 12:20 PM, Dan Honemann said:

9:15 tells us that the rule which says that the only business that can be transacted at a special meeting is that which has been specified in the call of the meeting does not preclude the consideration of incidental motions that may arise in connection with the conduct of the special meeting.

This mirrors the language allowing relevant incidental motions in the absence of a quorum.  It almost goes without saying that the handling of business may require the use of motions relating to the handling of business.  Almost, but not quite.

[Drake Savory]

In the specific example, would it make a difference if the treasurer is needed for the meeting viz. with buying property the treasurer could reasonably be needed to answer financial questions as opposed to another office not reasonably needed in the meeting?

[Josh Martin]

On 7/16/2022 at 8:35 PM, Drake Savory said:

In the specific example, would it make a difference if the treasurer is needed for the meeting viz. with buying property the treasurer could reasonably be needed to answer financial questions as opposed to another office not reasonably needed in the meeting?

While certainly it is the case that financial questions may arise during a meeting, answering such questions is not "essential to the functioning of the assembly" in the same way that the presiding officer or the secretary is.

Further, I would note that there is nothing preventing anyone else with knowledge of the matter from answering financial questions, and electing a person as Treasurer will presumably not make them suddenly more knowledgeable concerning financial questions.

[J. J.]

On 7/16/2022 at 9:35 PM, Drake Savory said:

In the specific example, would it make a difference if the treasurer is needed for the meeting viz. with buying property the treasurer could reasonably be needed to answer financial questions as opposed to another office not reasonably needed in the meeting?

Agreeing with Mr. Martin, I would note that a sergeant-at-arms may have functions within the meetings, though it may not be "essential" in the same way the chair or secretary is. 

[Dan Honemann]

On 7/17/2022 at 12:42 PM, J. J. said:

Agreeing with Mr. Martin, I would note that a sergeant-at-arms may have functions within the meetings, though it may not be "essential" in the same way the chair or secretary is. 

The presence of a burly sergeant-at-arms has often been essential at 2FP meetings.

[J. J.]

On 7/17/2022 at 1:02 PM, Dan Honemann said:

The presence of a burly sergeant-at-arms has often been essential at 2FP meetings.

If there was such a position, I would say that its functions would be related to the functions of the meeting as a meeting of a deliberative assembly, and that the resignation could be accepted.  If the sergeant-at-arms failed to show it, it would not be necessary to elect a sergeant-at-arms pro tem, like what would need to be done in the case of an absent secretary. 

[Rob Elsman]

Let's take just one step back, if we can, please.

1. RONR (12th ed.) 47:11(3) informs us that, in the absence or impedance of the president and all vice presidents, the assembly has the power proceed to the immediate election of a president pro tem as a temporary occupant of the chair.  Such an election may be admitted as a question of privilege affecting the rights and privileges of the assembly, so the election can interrupt other pending business if the situation demands it.  So, if a vice president is not present, and the president suddenly walks out in a fit of anger or disgust (whether or not he has submitted his resignation), the assembly has the power to temporarily fill the chair.  There is no special or urgent need to accept a sudden resignation in the middle of a special meeting.

2. What is said above also applies to the secretary or any other officer whose function is necessary for the orderly functioning of the meeting.  There is no special or urgent need to deal with a sudden abandonment of any necessary office in the middle of a special meeting (whether or not a resignation has been submitted).

I would, therefore, opine that the rule in RONR (12th ed.) 9:15

• does not preclude the election of a necessary officer pro tem in a special meeting ("conduct of the meeting" exception)
• that the acceptance of a resignation or a properly noticed election to permanently fill a vacancy in a special meeting must be included in the call of the special meeting.

[J. J.]

On 7/17/2022 at 4:28 PM, Rob Elsman said:

Let's take just one step back, if we can, please.

1. RONR (12th ed.) 47:11(3) informs us that, in the absence or impedance of the president and all vice presidents, the assembly has the power proceed to the immediate election of a president pro tem as a temporary occupant of the chair.  Such an election may be admitted as a question of privilege affecting the rights and privileges of the assembly, so the election can interrupt other pending business if the situation demands it.  So, if a vice president is not present, and the president suddenly walks out in a fit of anger or disgust (whether or not he has submitted his resignation), the assembly has the power to temporarily fill the chair.  There is no special or urgent need to accept a sudden resignation in the middle of a special meeting.

2. What is said above also applies to the secretary or any other officer whose function is necessary for the orderly functioning of the meeting.  There is no special or urgent need to deal with a sudden abandonment of any necessary office in the middle of a special meeting (whether or not a resignation has been submitted).

I would, therefore, opine that the rule in RONR (12th ed.) 9:15

• does not preclude the election of a necessary officer pro tem in a special meeting ("conduct of the meeting" exception)
• that the acceptance of a resignation or a properly noticed election to permanently fill a vacancy in a special meeting must be included in the call of the special meeting.

As far I can tell, no one is talking about if the vacancy can be filled.  I am of the opinion that it cannot be filled without notice (32:7).

Does accepting a resignation of an officer who has some duties within the meeting context deal with "the transaction of such business or the conduct of the meeting?"  There is a good argument for yes.  A president pro tem could not be appointed while the regular presiding officer is there, unless the rules are suspended or the president, any vice president, and a majority agree.  Likewise, you could suspend the rules to elect a secretary pro tem, when the secretary is present.  However, if there is a vacancy, in either case, a pro tem officer can be elected.  Under the regular rules, the assembly may have to wait for  a vacancy to exist, in the office of secretary, before it could elect a secretary pro tem. 

[Dan Honemann]

On 7/17/2022 at 4:28 PM, Rob Elsman said:

Let's take just one step back, if we can, please.

1. RONR (12th ed.) 47:11(3) informs us that, in the absence or impedance of the president and all vice presidents, the assembly has the power proceed to the immediate election of a president pro tem as a temporary occupant of the chair.  Such an election may be admitted as a question of privilege affecting the rights and privileges of the assembly, so the election can interrupt other pending business if the situation demands it.  So, if a vice president is not present, and the president suddenly walks out in a fit of anger or disgust (whether or not he has submitted his resignation), the assembly has the power to temporarily fill the chair.  There is no special or urgent need to accept a sudden resignation in the middle of a special meeting.

2. What is said above also applies to the secretary or any other officer whose function is necessary for the orderly functioning of the meeting.  There is no special or urgent need to deal with a sudden abandonment of any necessary office in the middle of a special meeting (whether or not a resignation has been submitted).

I would, therefore, opine that the rule in RONR (12th ed.) 9:15

• does not preclude the election of a necessary officer pro tem in a special meeting ("conduct of the meeting" exception)
• that the acceptance of a resignation or a properly noticed election to permanently fill a vacancy in a special meeting must be included in the call of the special meeting.

We are not dealing with situations of the sort which you describe.  We are dealing with situations in which the officer (specifically, in this instance, the secretary) is doing precisely what he is supposed to do. He is not violating the rule in 32:6, which reads as follows:

   "The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted."

I think we can all agree that nothing in 9:15 precludes the election of a necessary officer pro tem during a special meeting.  What I and others have asserted is that nothing in 9:15 precludes acceptance of the secretary's resignation even although it is not business specified in the call of the meeting. 

 

 

[Rob Elsman]

If it is being asserted that the motion to accept the resignation falls within the "incidental motion" exception of RONR (12th ed.) 9:15, I kindly disagree.  It is clear from the context of the discussion of special meetings that the "incidental motion" exception is meant to permit the admission of incidental motions that arise out of the transaction of business specified in the call of the meeting.

I think what I am having difficulty ascertaining from the discussion thus far is exactly what exception in 9:15 others opine applies to permit the admission of the resignation.  It would help me to know more precisely what exception is being asserted that prevents the general rule from applying.

[Dan Honemann]

On 7/18/2022 at 3:03 PM, Rob Elsman said:

If it is being asserted that the motion to accept the resignation falls within the "incidental motion" exception of RONR (12th ed.) 9:15, I kindly disagree.  It is clear from the context of the discussion of special meetings that the "incidental motion" exception is meant to permit the admission of incidental motions that arise out of the transaction of business specified in the call of the meeting.

I think what I am having difficulty ascertaining from the discussion thus far is exactly what exception in 9:15 others opine applies to permit the admission of the resignation.  It would help me to know more precisely what exception is being asserted that prevents the general rule from applying.

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.    RONR (12th ed.) 9:15  (emphasis supplied)

"The minimum essential officers for the conduct of business in a deliberative assembly are a presiding officer, who conducts the meeting and sees that the rules are observed, and a secretary, or clerk, who makes a written record of what is done—usually called “the minutes.”   RONR (12th ed.) 3:6  (emphasis supplied)

 

[Rob Elsman]

So, is Mr. Honemann asserting the "conduct of business" exception?  it seem so from his selection of quotations, but his response is not explicit about this.

If so, I again opine that the resignation cannot be accepted at a special meeting if it is not specified in the call of the meeting.  Again, if an essential officer is lacking at the special meeting, the proper course of action is to hold an election of an essential officer pro tem, which can be admitted as a question of privilege affecting the rights and privileges of the assembly under the "conduct of business" exception.

[Gary Novosielski]

Is it just me, or is it true that "essential to the functioning of a society or assembly" [32:7] does not necessarily mean essential to the conduct of business at a particular meeting.

[Dan Honemann]

On 7/18/2022 at 4:42 PM, Gary Novosielski said:

Is it just me, or is it true that "essential to the functioning of a society or assembly" [32:7] does not necessarily mean essential to the conduct of business at a particular meeting.

I guess (hope?) it's just you.  That's what the words I highlighted mean.  This coincides with "motions that may arise in connection with the transaction of such business or the conduct of the meeting" in 9:15. 

[Gary Novosielski]

On 7/18/2022 at 4:51 PM, Dan Honemann said:

I guess (hope?) it's just you.  That's what the words I highlighted mean.  This coincides with "motions that may arise in connection with the transaction of such business or the conduct of the meeting" in 9:15. 

But suppose you had instead highlighted the word society, which would suggest less of a direct connection with the business of any particular meeting. 

[Dan Honemann]

On 7/18/2022 at 4:55 PM, Gary Novosielski said:

But suppose you had instead highlighted the word society, which would suggest less of a direct connection with the business of any particular meeting. 

Then I would have highlighted the wrong word when replying to your question.