Fixing Previous Mistakes

[1Angela]

Most of the questions here seem short. Mine is not.  Our bylaws specifically state that Robert's Rules shall be the parliamentary authority for matters not addressed in our by-laws.  Our problem: about 6 months ago our Chair and 1st VP resigned.  According to RR, that means the 2nd VP became Chair.  The incoming Chair wanted the Board to appoint replacements, but the Board wanted to have the membership vote at the convention, which was less than 30 days out, creating a problem of notice.  At convention, the Chair was unable to maintain order and he relinquished the duties to a delegate who presided as chairman pro tem for the rest of the convention.  At that time, a vote of no confidence in the Chair succeeded (it was properly noticed 14 days ahead of time), removing the Chair from the board.   The membership present voted in new officers.  No members present or otherwise filed a grievance or an objection, until now....6 months later.  The chair who was removed is now contending the elections were in violation of Robert's Rules because the membership was not served proper notice of elections. The members were advised of the No Confidence motion in accordance with the by-laws, but not that seats may be filled as a result.  I believe he may be right, even though the sitting board, and the membership, have been stable and effective. 

How do we fix this?  Without those 3 chairs filled, we don't even have a quorum because our Secretary passed away suddenly last week.

 

Edited November 23, 2022 at 03:21 AM by G.Lisa
typo 3 should be 2

[Gary Novosielski]

I have no idea.  You are presenting conclusions but I have never read your bylaws or other rules.

You have some sort of "no confidence" motion that removes people from office.  RONR does not.

If your "convention" is normally the time for annual elections, why would previous notice be required?

It sounds like most of what happened was under your own customized rules that RONR has nothing to say about.  If you have questions that actually tie in to the contents of RONR, what are they?

[1Angela]

Thank you for your help. 

Yes, our bylaws defer to RONR for anything not addressed in our by-laws.  Our by-laws do not have any mechanism for replacing officers.  RONR says that a 30 day notice to the membership is required to fill vacancies.

Our bylaws do indeed allow for the removal of any board member by a majority vote at convention with a 2 week notice to membership.  The membership was properly notified of that.

Our elections happen in odd-numbered years.   This was an even-year convention, not called to elect officers.

I think I've answered my own question now that I've thought on it a bit more in that RONR only addresses issues that occur during the meeting. It does not address post meeting concerns.

[Atul Kapur]

On 11/22/2022 at 11:02 PM, G.Lisa said:

RONR says that a 30 day notice to the membership is required to fill vacancies.

Where does RONR say that?

 

[1Angela]

Thank you for pointing that out!   I am just starting to wade into this and I am getting confused.  Our bylaws require that 30 day notice for convention. That was done.  RONR states that notice must be given to members for filling vacancies.    That was not done.  

[Gary Novosielski]

On 11/22/2022 at 11:02 PM, G.Lisa said:

Our by-laws do not have any mechanism for replacing officers.

 

On 11/22/2022 at 11:02 PM, G.Lisa said:

Our bylaws do indeed allow for the removal of any board member by a majority vote at convention with a 2 week notice to membership.

Ohhhhhkay

[1Angela]

On 11/22/2022 at 11:24 PM, Gary Novosielski said:

Ohhhhhkay

I know, I know.  The odd-numbered years we can convene a bylaws committee.  I suspect it will be popular this time around.  

In the past, the board has always filled the occasional vacancy with an approximate 30 day notice. The vacancy would be announced in a regular board meeting followed by a board vote for the replacement at the next month's meeting.  This particular circumstance was convoluted because the board was split.  Half of them wanted to make appointments, half wanted the members to vote at convention.

Edited November 23, 2022 at 04:37 AM by G.Lisa

[Richard Brown]

On 11/22/2022 at 9:20 PM, G.Lisa said:

The incoming Chair wanted the Board to appoint replacements, but the Board wanted to have the membership vote at the convention, which was less than 30 days out, creating a problem of notice. 

What do your bylaws say about the powers of the board? Do the bylaws contain language along the lines of the language in 47:57 granting the board full power and authority over the society’s affairs between meetings of the membership? If so, per RONR, the board probably has the power to fill vacancies. Without that language, the board does not have that power. 

On 11/22/2022 at 9:20 PM, G.Lisa said:

At convention, the Chair was unable to maintain order and he relinquished the duties to a delegate who presided as chairman pro tem for the rest of the convention.  At that time, a vote of no confidence in the Chair succeeded (it was properly noticed 14 days ahead of time), removing the Chair from the board.   

A vote of no confidence does not actually remove anyone from office. Did the motion of no confidence (and the previous notice of it) specifically say that the motion was to remove the chair from office? 

On 11/22/2022 at 9:20 PM, G.Lisa said:

How do we fix this?  Without those 3 chairs filled, we don't even have a quorum because our Secretary passed away suddenly last week.

Why does that prevent you from being able to obtain a quorum? What, exactly, do your bylaws say about a quorum st board meetings? Please don’t paraphrase, but quote verbatim. Unless the bylaws specify differently, the quorum is based on the number of living, breathing members actually on the board at a particular point in time. For example: if the board is supposed to have seven members and actually does have all seven seats filled, a quorum would normally be four members. However, if three of those seats are vacant and you only have four living breathing members, the quorum is three members.

 

 

[1Angela]

On 11/23/2022 at 12:08 AM, Richard Brown said:

1. What do your bylaws say about the powers of the board? Do the bylaws contain language along the lines of the language in 47:57 granting the board full power and authority over the society’s affairs between meetings of the membership? If so, per RONR, the board probably has the power to fill vacancies. Without that language, the board does not have that power. 

A vote of no confidence does not actually remove anyone from office. Did the motion of no confidence (and the previous notice of it) specifically say that the motion was to remove the chair from office? 

Why does that prevent you from being able to obtain a quorum? What, exactly, do your bylaws say about a quorum st board meetings? Please don’t paraphrase, but quote verbatim. Unless the bylaws specify differently, the quorum is based on the number of living, breathing members actually on the board at a particular point in time. For example: if the board is supposed to have seven members and actually does have all seven seats filled, a quorum would normally be four members. However, if three of those seats are vacant and you only have four living breathing members, the quorum is three members.

 

 

OK, I think I am wrong about the quorum.  I can't find anything about it in the bylaws. So that would defer to RONR.

The bylaws do not say anything about filling vacancies with the exception of noting that the 1st VP moves up if there's a vacancy in the chair.  I believe they defer to RONR with regard to filling vacancies with this statement: "Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the bylaws or convention rules of the Party."  Accepting a resignation, then filling it at the next meeting with a notice to the members in the interim.  That's never been a problem.

The vote of no confidence and the subsequent removal is the problem. The section reads, "A member of the Executive Committee ... may be removed from the Executive Committee and replaced by a two-thirds vote at a regular meeting of the Executive Committee or a majority vote at convention following a motion for a vote of no confidence. All Executive Committee members must be notified of the intent to remove at least 14 days prior to the meeting. "   To answer the question, there was a vote of no confidence, then a vote to remove him from the chair that passed. I think they had the right to replace him at that meeting because the bylaw says they do. The notice to members specifically stated there may be elections at the meeting.

There's a dispute over what that means.    He claims that because the vote took place at convention and not a meeting, it was not valid.  He claims that because notice of convention business requires 30 days notice to the members per the bylaws, and after the agenda is set it cannot be amended.  The bylaw actually states "The Executive Committee shall notify every .... member, ... of the convention date, time and location no less than 30 days prior to the convention. "

There is also contention about what constitutes a special convention.  The convention was a regularly scheduled routine convention, with the required 30 days notice as above.  I interpret that as follows: Because it is a periodic event prescribed by the bylaws, it is a regular convention, not a special convention. (RONR uses that description for regular meetings, so I am assuming it also applies to conventions.)

But here's the rub, as they say: In even-numbered years the bylaws call for a fall state convention and a nominating convention.  The bylaws also call for a regular state convention in odd numbered years.  So our ex-Chair is asserting that because the bylaws refer to one convention as regular,  all other conventions are "special, as defined by the bylaws. " The more I read though, the more I think he's wrong, because the bylaws also state, "The Party shall hold a special convention within 45 days upon the call of the Executive Committee or when petitions are submitted by 10% of the current membership, specifying the purpose for the special convention."  Our requirement for the regular conventions are that they must be scheduled 60 days ahead of time, 30 days notice to members.  

He correctly claims that RONR requires a notice to fill vacancies.  Our bylaw (above) provided notice that there would be elections. It actually stated there may be multiple seats being filled, as they were fighting about appoint vs elect, and they didn't want that window to close. 

He is insistent that they should have had 30 days notice. He also points out that RONR states that all substantive business must be designated in the call of the meeting for a special meeting, and asserts that is why the motion of no confidence was out of order.  I am still not convinced this was a special meeting. 

I am brand new to all this, and as fun as it is, my opinion won't mean anything.  Do you think there's enough here to justify looking into hiring a professional parliamentarian to write an opinion for us to submit? I mean, if he's right then he's right.  

In any event, I really appreciate the feedback and the questions. You are all amazing.  This is kind of fun.

 

Edited November 23, 2022 at 09:33 AM by G.Lisa

[Atul Kapur]

On 11/23/2022 at 4:30 AM, G.Lisa said:

Do you think there's enough here to justify looking into hiring a professional parliamentarian to write an opinion for us to submit?

That was what I was about to recommend. You need one to review your entire bylaws and see how they apply to the facts at hand.

[Josh Martin]

On 11/23/2022 at 3:30 AM, G.Lisa said:

The notice to members specifically stated there may be elections at the meeting.

This certainly sounds like a notice to me, although there may be a dispute over whether sufficient notice was provided. You say that your bylaws are silent regarding filling vacancies and that RONR is controlling. RONR does require notice for filling vacancies, and notice may be provided either orally at the previous regular meeting (if within a quarterly interval) or within the call of the meeting. Since you say that the call to convention must be sent at least 30 days in advance and these events took place less than 30 days before convention, I presume these items were not included in the call.

"Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." RONR (12th ed.) 47:58

"The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (1:7, 9:2–5) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see 9:7) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting." RONR (12th ed.) 10:44

On 11/23/2022 at 3:30 AM, G.Lisa said:

He claims that because the vote took place at convention and not a meeting, it was not valid.

This is nonsense for two reasons. First, a convention is a type of meeting. Second, the bylaws explicitly state that an officer may be removed by "a majority vote at convention." So I have no idea what he is talking about.

On 11/23/2022 at 3:30 AM, G.Lisa said:

He claims that because notice of convention business requires 30 days notice to the members per the bylaws, and after the agenda is set it cannot be amended.  The bylaw actually states "The Executive Committee shall notify every .... member, ... of the convention date, time and location no less than 30 days prior to the convention. "

The claims that there must categorically be 30 days of notice to members of all convention business and that the agenda cannot be amended after it is set are both incorrect under RONR and also do not appear to be supported by your bylaws. RONR does not require notice of all business to be conducted at a meeting except in the case of a special meeting. For regular meetings, only particular items require notice. Your organization's bylaws require that the notice include the "date, time, and location" of the convention, which is consistent with what RONR provides for regular meetings.

Additionally, the agenda can, in fact, be amended after it has been set.

In regard to the particular item of removal of an officer, he also does not appear to have a leg to stand on, since the bylaws explicitly provide that only 14 days of notice is required.

He may have a case in regard to the elections to fill vacancies.

On 11/23/2022 at 3:30 AM, G.Lisa said:

There is also contention about what constitutes a special convention.  The convention was a regularly scheduled routine convention, with the required 30 days notice as above.  I interpret that as follows: Because it is a periodic event prescribed by the bylaws, it is a regular convention, not a special convention. (RONR uses that description for regular meetings, so I am assuming it also applies to conventions.)

I agree.

On 11/23/2022 at 3:30 AM, G.Lisa said:

But here's the rub, as they say: In even-numbered years the bylaws call for a fall state convention and a nominating convention.  The bylaws also call for a regular state convention in odd numbered years.  So our ex-Chair is asserting that because the bylaws refer to one convention as regular,  all other conventions are "special, as defined by the bylaws. " The more I read though, the more I think he's wrong, because the bylaws also state, "The Party shall hold a special convention within 45 days upon the call of the Executive Committee or when petitions are submitted by 10% of the current membership, specifying the purpose for the special convention."  Our requirement for the regular conventions are that they must be scheduled 60 days ahead of time, 30 days notice to members.  

Yes, I still think you have it right that a regularly held convention is, in fact, a regular convention.

On 11/23/2022 at 3:30 AM, G.Lisa said:

He correctly claims that RONR requires a notice to fill vacancies.  Our bylaw (above) provided notice that there would be elections. It actually stated there may be multiple seats being filled, as they were fighting about appoint vs elect, and they didn't want that window to close. 

He is insistent that they should have had 30 days notice. He also points out that RONR states that all substantive business must be designated in the call of the meeting for a special meeting, and asserts that is why the motion of no confidence was out of order.  I am still not convinced this was a special meeting. 

I am in agreement that this is not a special meeting, so the (correct) statement "that all substantive business must be designated in the call of the meeting for a special meeting" is irrelevant. So I do not see grounds for the argument that the motion of no confidence was out of order.

In regard to filling vacancies, however, RONR not only requires notice to fill vacancies, it also specifies the manner in which such notice is provided. And that notice is to be provided at the previous regular meeting (if within a quarterly interval) or in the call of the meeting. While your bylaws provide their own rules concerning notice of a motion for removal, they do not appear to contain their own rules for notice of filling vacancies. So it would appear that the rules in RONR would be controlling.

On 11/23/2022 at 3:30 AM, G.Lisa said:

Do you think there's enough here to justify looking into hiring a professional parliamentarian to write an opinion for us to submit?

Yes, I think so.

On 11/22/2022 at 10:36 PM, G.Lisa said:

In the past, the board has always filled the occasional vacancy with an approximate 30 day notice. The vacancy would be announced in a regular board meeting followed by a board vote for the replacement at the next month's meeting.  This particular circumstance was convoluted because the board was split.  Half of them wanted to make appointments, half wanted the members to vote at convention.

For future reference, you will need to look carefully at the rules regarding the board's authority to determine if the board does, in fact, have the authority to fill vacancies.

"The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vice-presidents). See also 13:23 (vacancies in a committee)." RONR (12th ed.) 47:57

Of course, in the long run, it would likely be advisable for the organization to adopt explicit rules on this subject in its bylaws, to avoid future arguments.

While you're at it, you might also want to take a look at those rules concerning removal and amend them for clarity. The rule currently provides that "All Executive Committee members must be notified of the intent to remove at least 14 days prior to the meeting." As written, this appears to suggest that only members of the Executive Committee must receive notice, whether the motion to remove is being considered at an Executive Committee meeting or at a convention. Presumably the intent was that the members of whichever body is considering the removal would receive the notice.

Edited November 23, 2022 at 02:50 PM by Josh Martin

[Gary Novosielski]

On 11/23/2022 at 4:30 AM, G.Lisa said:

But here's the rub, as they say: In even-numbered years the bylaws call for a fall state convention and a nominating convention.  The bylaws also call for a regular state convention in odd numbered years.  So our ex-Chair is asserting that because the bylaws refer to one convention as regular,  all other conventions are "special, as defined by the bylaws. "

It seems likely that both types of convention, since they are regularly scheduled in the bylaws would be "regular" conventions.  Conventions which are not mandated, but called for a particular purpose, are "special" conventions.  This is the same terminology used to refer to regular and special meetings.

But since you're still providing paraphrases rather than actual bylaws language, my confidence is somewhat attenuated.

[1Angela]

I am sorry - you've all been so helpful.  I was just trying to avoid having the longest posts on the forums.  I really do appreciate you taking the time to ask again.  These paragraphs that deal with conventions:

1. During years in which a  primary occurs, the Party shall hold a fall state convention after the date of the primary and not less than 60 days before the general November election in accordance with state law (MCL 168.591). During even-numbered years in which a  primary election is not required by state law, the Party shall hold a candidate nominating convention after the filing deadline for candidates to appear on the primary ballot and before the date of the primary. During odd-numbered years, the Party shall hold a regular state convention between April 1 and July 31, performing such business as required herein.
2. The Party shall also hold a state convention no later than six weeks prior to the scheduled first day of the National Convention, hereinafter referred to as a “national delegate selection convention”. The national delegate selection convention shall be for the purpose of selecting national convention delegates. The national delegate selection convention may also endorse any candidates for Secretary of State, Attorney General and Supreme Court to be formally nominated at the fall state convention in the same year. Votes for endorsement of candidates shall be made in the same manner as for nomination of candidates set forth in Article VII of these bylaws. 
3. The Party shall hold a special convention within 45 days upon the call of the Executive Committee or when petitions are submitted by 10% of the current membership, specifying the purpose for the special convention.
4. The Executive Committee shall allocate delegates to all state conventions to be selected by each affiliate region in proportion and according to the number of votes cast within the affiliate region for the Party’s most recent candidate for secretary of state (MCL 168.593 and 168.598). Delegates to the national delegate selection convention shall be allocated using the same method. An affiliate region may also select a number of alternates no greater than the number of delegates allocated to it.
   1. The number of delegates to be seated at state conventions shall be calculated as 25% of the state members whose dues have been paid to the Party as of December 31st of the year prior to the state convention. There shall be a minimum of 175 seats available, though actual numbers may slightly vary due to numbers rounding up at the 0.5 interval.
   2. The Executive Committee shall issue a call to each state convention to all affiliates no later than 60 days prior to the scheduled date of the state convention, which call shall specify the date and location of the state convention and the number of delegates each affiliate is entitled to select and send to the state convention. Notwithstanding any provision of state law requiring the Executive Committee to set a single date for counties and districts to hold conventions for the selection of delegates, each affiliate may select the date for its respective convention(s), so long as that date is at least 7 days prior to the state convention.
   3. Each affiliate must submit the names, addresses and email addresses of its selected delegates and alternates to the LPM Credentials Committee no later than 7 days prior to a convention. Failure to submit such a listing by the deadline will cause no delegation to be registered from that affiliate. By seven-eighths vote, the convention may approve additional delegates and alternates whose names and addresses are submitted to the Credentials Committee during the convention.
   4. The Executive Committee shall notify every State Party member and state resident National Party member, whose dues were current within 3 years, of the convention date, time and location no less than 30 days prior to the convention. Notification shall be made by at least one of the acceptable modalities for which contact information has been made available by the member. Acceptable modalities shall include email, phone, and United States Postal Service.
5. A majority shall rule at the convention except for the platform and resolutions of the Party which shall require a two-thirds vote of those present, or as otherwise required by these bylaws.
6. The Executive Committee shall have supervision and management of all conventions.
7. The officers of each convention shall be the officers of the Party.
8. A person must be a current member of the Party in order to serve as a delegate to a state convention. A person who has never been a member of the Party must become a member at least 30 days prior to a State convention, unless that person was a member of the National Party at least 30 days prior to a State Convention, and becomes a dues paying member of the state party, before being allowed to vote at that convention.
9. Members in good standing who were duly elected as delegates shall not be denied delegate status at the business sessions of a convention. Additional charges may be charged to cover other materials available at the convention.

Edited November 24, 2022 at 01:56 AM by G.Lisa

[Gary Novosielski]

As I read it, the only "special" conventions are those called in accordance with paragraph 3, and all the others that are scheduled to take place, as opposed to being called for special times are "regular".

[Josh Martin]

The other issue which is just now occurring to me is that, even if the actions taken at the convention were improper, it may be impossible (or at least impractical) now to do anything about it, since only the convention can invalidate any actions taken at the convention. Unless, of course, there is something in the organization's rules which would provide otherwise.

Edited November 24, 2022 at 06:30 PM by Josh Martin