Resignation at a special meeting

[Rob Elsman]

Thank you, Mr. Honemann.  As per my earlier opinion, the motion to accept a resignation that is not specified in the call of the special meeting cannot be considered during the special meeting on account that it does not fall within the "conduct of the meeting" exception. RONR (12th ed.) 9:15.

Edited July 18, 2022 at 09:10 PM by Rob Elsman

[Dan Honemann]

On 7/18/2022 at 4:59 PM, Rob Elsman said:

Thank you, Mr. Honemann.  As per my earlier opinion, the motion to accept a resignation that is not specified in the call of the special meeting cannot be considered during the special meeting on account that it does not fall within the "conduct of business" exception. RONR (12th ed.) 9:15.

The correct quote from 9:15 would be "the conduct of the meeting."

[Rob Elsman]

Oops!

[Gary Novosielski]

On 7/18/2022 at 5:09 PM, Dan Honemann said:

The correct quote from 9:15 would be "the conduct of the meeting."

I was going for the privileged motion exception, which is why I cited 32:7.

[Dan Honemann]

On 7/18/2022 at 5:21 PM, Gary Novosielski said:

I was going for the privileged motion exception, which is why I cited 32:7.

And I'm afraid you have fallen way behind in the exchanges last posted in this thread.  Slow down, go back and read them.

[Rob Elsman]

A Request to be Excused from a Duty, RONR (12th ed.) §32, is an incidental motion.  Although it may be admitted by way of the motion, Question of Privilege, RONR (12th ed.) §19, which is a privileged motion, its formal classification as an incidental motion does not change thereby.

I have earlier opined that the "incidental motions" exception does not apply, because the incidental motion in this case does not arise out of business that is specified in the call of the special meeting.

Edited July 18, 2022 at 09:39 PM by Rob Elsman

[J. J.]

On 7/18/2022 at 5:38 PM, Rob Elsman said:

A Request to be Excused from a Duty, RONR (12th ed.) §32, is an incidental motion.  Although it may be admitted by way of the motion, Question of Privilege, RONR (12th ed.) §19, which is a privileged motion, its formal classification as an incidental motion does not change thereby.

I have earlier opined that the "incidental motions" exception does not apply, because the incidental motion in this case does not arise out of business that is specified in the call of the special meeting.

It does arise out of the nature of the meeting itself.  it is not just the fact that the assembly is considering a motion to buy property.  It is that the society has formed into a deliberative assembly and is functioning as a deliberative assembly.  Certain officers have functions within that deliberative assembly, while it is in session.  Because those certain officers have those functions, whenever that assembly is in session, the assembly can accept their resignations.  If the officer does not have these certain functions within the assembly, then the resignation could not, IMO, be accepted at a special meeting, without notice. 

[Dan Honemann]

On 7/18/2022 at 5:38 PM, Rob Elsman said:

A Request to be Excused from a Duty, RONR (12th ed.) §32, is an incidental motion.

Yes, it is.

 

On 7/18/2022 at 5:38 PM, Rob Elsman said:

Although it may be admitted by way of the motion, Question of Privilege, RONR (12th ed.) §19, which is a privileged motion, its formal classification as an incidental motion does not change thereby.

First of all, the name of the motion ("device", actually) to which you refer is Raise a Question of Privilege, and it is, as you say, one of the privileged motions discussed in Chapter VII.  I'm inclined to agree with you, if I understand you correctly, when you say that this does not mean that the classification of a Request to be Excused from a Duty as an incidental motion does not change thereby, but neither does this change the fact that a request to be excused from a duty essential to the functioning of a society or an assembly is a question of privilege affecting the organization of the assembly.  

In any event, the secretary's submission of his resignation during the special meeting is both a privileged motion and a request to be excused from a duty essential to the assembly -- it is a question of privilege affecting the organization of the assembly.  It arises in connection with the conduct of the meeting. 

On 7/18/2022 at 5:38 PM, Rob Elsman said:

I have earlier opined that the "incidental motions" exception does not apply, because the incidental motion in this case does not arise out of business that is specified in the call of the special meeting.

Yes, I understand that this is your opinion.  And I suppose that you understand by now, especially if you read through what I have previously posted, that I strongly disagree.

[Tim Wynn]

On 7/19/2022 at 10:41 AM, Dan Honemann said:

Yes, it is.

 

If the assembly has decided that the position of Executive Director is essential to the functioning of the society (though not essential to the functioning of any meeting), can the resignation of the Executive Director be accepted at a special meeting where no mention of it appears in the call, since it is a question of privilege affecting the organization of the assembly? 

[Atul Kapur]

On 7/21/2022 at 9:15 PM, Tim Wynn said:

 

If the assembly has decided that the position of Executive Director is essential to the functioning of the society (though not essential to the functioning of any meeting), can the resignation of the Executive Director be accepted at a special meeting where no mention of it appears in the call, since it is a question of privilege affecting the organization of the assembly? 

My initial response would be to say "No" because this blurs the distinction between the society and the assembly, which is described as a "gathering" or as "... a group of people, ... meeting ..." RONR (12th ed.) 1:1

Is there a reason that you specified the Executive Director in this question, rather than the example of the Treasurer which has been used earlier in this thread? That is, would you expect or express a different answer?

Edited July 22, 2022 at 03:43 AM by Atul Kapur

[Atul Kapur]

On 7/21/2022 at 9:15 PM, Tim Wynn said:

 

If the assembly has decided that the position of Executive Director is essential to the functioning of the society (though not essential to the functioning of any meeting), can the resignation of the Executive Director be accepted at a special meeting where no mention of it appears in the call, since it is a question of privilege affecting the organization of the assembly? 

Expanding on my previous answer, it appears clear that @Tim Wynn is using the language of 32:7 regarding privileged motions. However, I believe that the underlying motion which is being raised as a question of privilege (To accept the resignation of the Executive Director) would still run afoul of 9:15 as it is not connected "with the transaction of such business or the conduct of the meeting" where "such business" is that which is specified in the call of the special meeting. 

[Gary Novosielski]

On 7/22/2022 at 4:22 PM, Atul Kapur said:

Expanding on my previous answer, it appears clear that @Tim Wynn is using the language of 32:7 regarding privileged motions. However, I believe that the underlying motion which is being raised as a question of privilege (To accept the resignation of the Executive Director) would still run afoul of 9:15 as it is not connected "with the transaction of such business or the conduct of the meeting" where "such business" is that which is specified in the call of the special meeting. 

That's not how I read 9:15.  It hinges on the duplication of the word of in the rule, which makes the second half independent of the first.

Thus the rule does not preclude the consideration, on the one hand:

• of privileged motions

and on the other:

• of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.

[Josh Martin]

On 7/22/2022 at 4:18 PM, Gary Novosielski said:

That's not how I read 9:15.  It hinges on the duplication of the word of in the rule, which makes the second half independent of the first.

Thus the rule does not preclude the consideration, on the one hand:

• of privileged motions

and on the other:

• of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.

This may be correct, or not, but it doesn't really make a difference.

Four of the five privileged motions all relate "to the conduct of the meeting." The only one which does not is Raise a Question of Privilege, but as has been previously noted, this is simply a device that "permits a request or main motion relating to the rights and privileges of the assembly or any of its members to be brought up for possible immediate consideration because of its urgency." RONR (12th ed.) 19:1

So the underlying "request or main motion" will still need to "arise in connection with the transaction of such business or the conduct of the meeting."

On 7/21/2022 at 8:15 PM, Tim Wynn said:

If the assembly has decided that the position of Executive Director is essential to the functioning of the society (though not essential to the functioning of any meeting), can the resignation of the Executive Director be accepted at a special meeting where no mention of it appears in the call, since it is a question of privilege affecting the organization of the assembly? 

No, I don't think so, because the question of privilege itself does not "arise in connection with the transaction of such business or the conduct of the meeting."

I should note that this response is based solely upon the rules of RONR. As an employee of the organization, there may well be other rules in the organization's rules, any employment agreements with the Executive Director, and applicable law which will supersede the rules in RONR pertaining to resignations.

[Dan Honemann]

On 7/21/2022 at 9:15 PM, Tim Wynn said:

 

If the assembly has decided that the position of Executive Director is essential to the functioning of the society (though not essential to the functioning of any meeting), can the resignation of the Executive Director be accepted at a special meeting where no mention of it appears in the call, since it is a question of privilege affecting the organization of the assembly? 

I agree with Mr. Martin, and appreciate the clarity of his response. 

Yes, RONR does say (in 32:7) that "[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly ...", but 9:15 focuses on motions that may arise in connection with the transaction of business mentioned in the call of the meeting or in connection with "the conduct of the meeting." I'm afraid that I was misleading when I did not place enough emphases on this fact in my last response to Mr. Elsman, simply noting there the fact that the secretary's resignation is a question of privilege which "arises in connection with the conduct of the meeting" without placing sufficient emphases on this fact.  

A Call for the Orders of the Day, and motions to Recess, to Adjourn, and to Fix the Time to Which to Adjourn all relate to the conduct of the meeting, the latter three being in order even during meetings at which no quorum is present. I agree that RONR is telling us that questions of privilege are in order and may be considered at a special meeting only if they arise in connection with the transaction of business mentioned in the call of the meeting or in connection with "the conduct of the meeting."

 

[Gary Novosielski]

Well fine.  That's easier to remember anyway.

This has been a good discussion and exemplifies the value of this forum.  Thanks to all who have participated.

 

[J. J.]

On 7/23/2022 at 7:33 AM, Dan Honemann said:

 

Yes, RONR does say (in 32:7) that "[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly ...", but 9:15 focuses on motions that may arise in connection with the transaction of business mentioned in the call of the meeting or in connection with "the conduct of the meeting." I'm afraid that I was misleading when I did not place enough emphases on this fact in my last response to Mr. Elsman, simply noting there the fact that the secretary's resignation is a question of privilege which "arises in connection with the conduct of the meeting" without placing sufficient emphases on this fact.  

 

 

This is the "bright line" I was referring to in my earlier posts.

I agree with Dr. Kapur and Mr. Martin that, in general, the resignation of the executive director could not be accepted at a special meeting unless this was properly noticed.  An executive director may be vital to the day to day functioning of a society.  He usually would not be vital to the conduct of business in a meeting of that same society. 

[Gary Novosielski]

Quote

"[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly ...",

Y'know, just a wild thought--disregard at will. 

Read that rule again, but now make a small adjustment for what we know is a very common typo, and see if it doesn't roll off the tongue a little nicer.  Yes, I know this language was in RONR11 and probably earlier, but--I'm just sayin'.

"[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization or the assembly ...",

Huh; huh?

[Weldon Merritt]

Quote

[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly ...

 

Quote

[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly ...

On 7/24/2022 at 9:54 AM, Gary Novosielski said:

Read that rule again, but now make a small adjustment for what we know is a very common typo, and see if it doesn't roll off the tongue a little nicer.  Yes, I know this language was in RONR11 and probably earlier, but--I'm just sayin'.

"[a] request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization or the assembly ...",

It took me a few looks to see the difference, but once I did, I agree that the "or" makes more sense than "of" in that context. And knowing how often I miss subtle typos even after several readings, I can see how such a typo could be carried forward through several editions without being caught. So is it indeed a typo? Seems likely to me. 

Edited July 24, 2022 at 08:52 PM by Weldon Merritt
Edited to correct a typo.

[Shmuel Gerber]

On 7/24/2022 at 2:31 PM, Weldon Merritt said:

So is it indeed a typo? Seems likely to me. 

No, I don't think it is a typo.

[Shmuel Gerber]

On 7/19/2022 at 11:21 AM, J. J. said:

It does arise out of the nature of the meeting itself.  it is not just the fact that the assembly is considering a motion to buy property.  It is that the society has formed into a deliberative assembly and is functioning as a deliberative assembly.  Certain officers have functions within that deliberative assembly, while it is in session.  Because those certain officers have those functions, whenever that assembly is in session, the assembly can accept their resignations.  If the officer does not have these certain functions within the assembly, then the resignation could not, IMO, be accepted at a special meeting, without notice. 

I think you've stated the case very clearly. With apologies to you and Dan, I don't necessarily agree. With apologies to Rob Elsman, I don't necessarily agree with him either. Like Mr. Justice Kavanaugh in Dobbs, I claim to remain "scrupulously neutral" on this question. 🙂

[Weldon Merritt]

On 7/24/2022 at 1:37 PM, Shmuel Gerber said:

No, I don't think it is a typo.

Maybe not. But it sue sure looks like one to me.

Edited July 25, 2022 at 01:48 PM by Weldon Merritt
Edited to correct a typo.

[Atul Kapur]

On 7/24/2022 at 2:31 PM, Weldon Merritt said:

So is it indeed a typo? Seems likely to me

On 7/24/2022 at 3:37 PM, Shmuel Gerber said:

No, I don't think it is a typo.

On 7/24/2022 at 4:54 PM, Weldon Merritt said:

Maybe not. But it sue looks like one to me.

Weldon, I'll take your word that it looks like a typo to sue, but it makes sense as it is, as I and Messrs. Martin, Honemann, and J have detailed above. There are significant differences in meaning between what is in the book and what Mr. Novosielski proposes.

If it were a typo, I would expect that the authors would have used the term "society" instead of "organization," which appears to be their preferred term for a permanent body and which is used only a few words earlier in the sentence.

[Gary Novosielski]

On 7/24/2022 at 6:38 PM, Atul Kapur said:

Weldon, I'll take your word that it looks like a typo to sue, but it makes sense as it is, as I and Messrs. Martin, Honemann, and J have detailed above. There are significant differences in meaning between what is in the book and what Mr. Novosielski proposes.

If it were a typo, I would expect that the authors would have used the term "society" instead of "organization," which appears to be their preferred term for a permanent body and which is used only a few words earlier in the sentence.

It actually appears twice in the Work, with the exact wording--once under resignations, and once under removals.  Of course it could be a cut and paste of a typo, but on further reading, under Types of Questions of Privilege, 19:7, we are told

"Questions of the privileges of the assembly may relate to its organization...."

So I'm prepared to withdraw my reservation, which was never a proposal, but a clearly identified "wild idea."

 

[J. J.]

On 7/24/2022 at 4:54 PM, Weldon Merritt said:

Maybe not. But it sue looks like one to me.

The executive director may be essential to the function of the society, but not to the functioning of the assembly of that society. 

That is how I would take that line.