Council Membership Not Fully Seated--Can Business Proceed

[Donna Ruth]

Hello,

Our bylaws state that our Governing Council body must have specific numbers and proportions of Council membership -- including regular and alternate members in different groups (e.g., faculty, administration, students, etc.).  

If elections have not been held to populate all seats required by the bylaws--including regular and alternate members--can business in the Council be conducted?   Our Council, for example, stil has several alternate seats unfilled.  Filling alternate seats, however, is in the bylaws and there is no provision in the bylaws to waive elections for any unfilled seats.

Can business proceed if seats on the council, as per the bylaws, are as yet unfilled?

Thank you,

Bonnie

[Richard Brown]

On 12/5/2022 at 7:18 PM, Bonnie Oglensky said:

Can business proceed if seats on the council, as per the bylaws, are as yet unfilled?

Most likely, yes, but the answer actually depends upon the exact language in your bylaws regarding the makeup of the council and any language concerning the quorum.  Normally, failure to have all seats filled does not prevent a board from doing business and the quorum is usually based on the number of living, breathing members actually serving on the board at the time, rather than the number of authorized members. However, your bylaws might differ.  Can you tell us exactly what your bylaws say about the make up of the board (the Council) and the quorum? Please quote exactly, don’t paraphrase.

[Weldon Merritt]

On 12/5/2022 at 6:18 PM, Bonnie Oglensky said:

Can business proceed if seats on the council, as per the bylaws, are as yet unfilled?

Mr. Brown beat me to the punch, so I will simply agree with his response. I will just add that if your bylaws do not define a quorum, by default under RONR it is a majority of thr member. But again that's living, breathing members; it does not include vacant positions.

[Donna Ruth]

Thank you so much, RIichard and Weldon.   Please see below the bylaws of the Council regarding composition.   5.4 defines quorum.   

My question may be a bit more complicated, however.  The faculty must have 51% representative "regular" members.  And it has elected the requisite number to reach 51%.  That said, none of the 4 faculty alternates have been elected yet in the college.  The concern is that if any regular member cannot attend a meeting and there are no alternates seated (who could be summoned to fill in), then techically the faculty group would not be able to meet its 51% threshold.  I understand that quorum requires only a majority of members--and that is the definition of what is required to do business.  At the same time, couldn't a faculty member argue that the faculty (e.g., as a voting bloc) are disadvantaged because, in the event of absence of one of its members, there are no alternates to fill in?

Sorry for the picayune scenario here.   But it does seem to me that a faculty member could object to holding a meeting to conduct business without any alternates elected who could fill in.

Also, you make a distinction between those "serving" and those "authorized."   Can you explain this?   Thanks. 

 

5.3. The Council shall be constituted as follows:

The total number of members of the Council shall be established by the Bylaws of the Council, subject to the representational percentages set forth in this section. Elected members of the Council shall have staggered three-year terms beginning on the first day of the fall term. Student members serve a term of one year beginning on the first day of the fall term. Members who cease to have an association with the School prior to the end of their terms shall be replaced for the balance of their terms by an appropriate interim member appointed by the Dean of the School upon recommendation of the Council. No member shall simultaneously hold more than one membership on the Council. Membership in the Council shall be allocated as follows:

5.3.a. Faculty

The faculty shall consist of all titles set forth in section 3 above. Regardless of the total number of Council members established by the Bylaws of the Council, the faculty is allotted 51% representation on the Council, rounded to the nearest whole number. All faculty serving as Academic Directors of program areas or their designees who have been approved by the Dean are included in the Council Membership, as is the Academic Director of General Education or her or his designee who has been approved by the Dean, and all are included in the 51% calculation.

5.3.b. Academic Programs shall be grouped into the Division of the Arts or the Division of the Sciences (see section 3 above). At-large full-time, Consortial, and Academic Community Leader faculty members from each academic division shall be elected to membership on the Governing Council through a popular vote of all full-time, Consortial, and Academic Community Leader faculty from the respective academic division at an election held during the month of May. Two

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at-large adjunct faculty members, one from each academic division, shall be elected to membership on the Council through a popular vote from all adjunct faculty of the respective academic division at an election held during the month of May and are included in the 51% representation of faculty on the Council.

5.3.c. Administration and Non-Teaching Instructional Staff

Regardless of the total number of Council members established by the Bylaws of the Council, administrators and non-teaching instructional staff are allotted 39% representation, rounded to the nearest whole number. 

5.3.c.i. Non-Teaching Instructional Staff (Higher Education Officer Series, Registrars, and College Lab Technicians (CLTs))

Regardless of the total number of Council members established by the Bylaws of the Council, higher education officer series personnel, registrars, and CLTs are allotted 24% representation on the Council, rounded to the nearest whole number. For these purposes, “higher education officers” and “registrars” include all assistant to higher education officers, higher education assistants, higher education associates, higher education officers, assistant registrars, associate registrars, registrars, senior registrars, and Institute Heads holding higher education officer rank, with a regular appointment at the School. For these purposes, “CLTs” includes all College Laboratory Technicians, Senior College Laboratory Technicians, and Chief College Laboratory Technicians, with a regular appointment at the School.  Higher education officers, registrars, and CLT members shall be chosen through a popular vote of the higher education officer series personnel, registrars, CLTs and Institute Heads with regular appointments in the higher education officer series titles at an election held during the month of May, to attain the 24% representation.

5.3.c.ii.Administration/Senior Staff

Regardless of the total number of Council members established by the Bylaws of the Council, members of the administration and senior staff appointed by the Dean are allotted 15% representation on the Council, rounded to the nearest whole number. 

5.3.d. Students

Regardless of the total number of Council members established by the Bylaws of the Council, the students are allotted 10% representation on the Council, rounded to the nearest whole number. Student members and alternates shall be elected by the student body in accordance with applicable School procedures and calendar for Student elections in general. 

5.3.e. Recall of a Council Member

All voting Council members are subject to recall. A council member shall be subject to recall for neglect of duties, including but not limited to non-

attendance without cause, as outlined in the Bylaws of the Council.

5.3. f. Alternates

Alternates shall be elected to fill a temporary absence or vacancy. Alternates shall attend all meetings of the Council, but they shall only be counted toward quorum and vote when seated. Two alternates for each academic division shall be elected by and from the faculty from within the respective academic divisions; two alternates for Higher Education Officer series personnel, Registrars, and CLTs shall be elected by and from Higher Education Officer series personnel, Registrars, and CLTs; two alternates for students shall be elected by and from students; an alternate member of the Administration or senior staff may be appointed by the Dean of the School if necessary. Elections shall be held during the month of May. Student alternates shall be elected in accordance with applicable School procedures and calendar for student elections.

5.4. Meetings

The Council shall meet at least twice each semester. A majority of the voting members  of the Council must be present to constitute a quorum and for passage of a measure  within the Council’s authority. All members of the Council shall have one vote, except  for votes on the awarding of degrees, for which only faculty members may vote.  Council meetings are open to the public in accordance with state law. A special meeting of the Council may be scheduled upon the request of the Dean of the School or by the petition of at least two-thirds of the Council members. Such meeting shall be scheduled by the Council Chair within ten (10) business days after receiving the Dean of the School’s request or the Council members’ petition. All Council meetings shall be conducted in conformance with Robert’s Rules of Order, latest edition, except as otherwise required by law or by the Bylaws of the CUNY Board of Trustees.

Edited December 6, 2022 at 01:51 PM by Bonnie Oglensky

[Josh Martin]

On 12/6/2022 at 7:10 AM, Bonnie Oglensky said:

My question may be a bit more complicated, however.  The faculty must have 51% representative "regular" members.  And it has elected the requisite number to reach 51%.  That said, none of the 4 faculty alternates have been elected yet in the college.  The concern is that if any regular member cannot attend a meeting and there are no alternates seated (who could be summoned to fill in), then techically the faculty group would not be able to meet its 51% threshold.  I understand that quorum requires only a majority of members--and that is the definition of what is required to do business.

On 12/6/2022 at 7:10 AM, Bonnie Oglensky said:

A majority of the voting members  of the Council must be present to constitute a quorum and for passage of a measure  within the Council’s authority.

Based upon the facts presented, the council is able to conduct business so long as a quorum is present, which is a majority of the voting members of the council. The council can conduct business even if some elections have not yet been completed.

On 12/6/2022 at 7:10 AM, Bonnie Oglensky said:

At the same time, couldn't a faculty member argue that the faculty (e.g., as a voting bloc) are disadvantaged because, in the event of absence of one of its members, there are no alternates to fill in?

Sure, and such an argument will be correct. Nonetheless, the council will be able to conduct business in such a case.

So it would seem prudent for the faculty's own interests to complete its alternate elections as soon as possible, but the faculty cannot force the council to cease conducting business until this is done.

On 12/6/2022 at 7:10 AM, Bonnie Oglensky said:

Also, you make a distinction between those "serving" and those "authorized."   Can you explain this?

This gets a little complicated here because of the existence of alternates in your organization, so let's use a simpler example.

Suppose an organization's bylaws provide for a board with nine members (and no alternates). The society elects nine members, but at some point during the term, two vacancies arise because members resign, or die, or are removed, or whatever.

In such a circumstance, there are nine "authorized" positions on the board, but there are only seven persons presently serving on the board. If the bylaws require only a majority of the board members for a quorum, then the quorum in this instance would be four (a majority of seven). In the alternative, if the bylaws provide that the quorum is a majority of the fixed membership (or simply provide that the quorum is "five"), then the quorum would remain at five, the vacancies notwithstanding.

Edited December 6, 2022 at 01:56 PM by Josh Martin

[Donna Ruth]

Very helpful, Josh.   Now, one more wrinkle.

The faculty would likely be very happy to elect those alternate members BUT, the college administration is the body that holds the elections!   And they are completely disorganized.   They held one election this fall to add missing members (in all groups) but did not call for enough nominations to fill the seats!   

What would you suggest in this case?

 

[Josh Martin]

On 12/6/2022 at 7:55 AM, Bonnie Oglensky said:

Very helpful, Josh.   Now, one more wrinkle.

The faculty would likely be very happy to elect those alternate members BUT, the college administration is the body that holds the elections!   And they are completely disorganized.   They held one election this fall to add missing members (in all groups) but did not call for enough nominations to fill the seats!   

What would you suggest in this case?

This is unfortunate, but the fact nonetheless remains that the council can conduct business so long as a quorum is present. The faculty (and other groups) will need to work with the administration to complete the elections in a timely manner.

In the long run, it would seem prudent to amend the bylaws (and other rules and procedures) so that each group is responsible for holding its own elections, so they are not reliant on an outside party.

Edited December 6, 2022 at 01:59 PM by Josh Martin

[Donna Ruth]

Josh,  ... one more question:   aren't the numbers/percentages of members required to compose the Council body part of the bylaws?   And so, if the numbers/percentages of members are insufficient, doesn't this mean we are no in compliance with bylaws?   And aren't bylaws virtually sacrosanct (unless there are provisions within them to waive or change them)?

[Josh Martin]

On 12/6/2022 at 8:02 AM, Bonnie Oglensky said:

aren't the numbers/percentages of members required to compose the Council body part of the bylaws?

Yes.

On 12/6/2022 at 8:02 AM, Bonnie Oglensky said:

And so, if the numbers/percentages of members are insufficient, doesn't this mean we are no in compliance with bylaws?

Yes, but that doesn't mean the solution to that problem is to grind the organization to a halt. The solution to the problem is to hold elections as soon as possible to fill the vacant positions.

It should be noted that all sorts of organizations have vacancies all the time. It happens. Sometimes there are not enough persons willing to serve, or perhaps people resign, or die, or are removed from office. Obviously, such vacancies must be filled, but the organization can still conduct business in the interim.

Honestly, the situation in your organization is less bad than many such situations, since it is only alternate positions which are vacant.

On 12/6/2022 at 8:02 AM, Bonnie Oglensky said:

And aren't bylaws virtually sacrosanct (unless there are provisions within them to waive or change them)?

Mostly yes. Rules in the bylaws which are in the nature of a rule of order may also be suspended. (But that is not the situation here.)

But once again, the question here isn't whether to fill the vacant positions. Obviously, this must be done. The question is whether the organization is prohibited from conducting business in the interim. It is not.

Edited December 6, 2022 at 02:23 PM by Josh Martin

[Donna Ruth]

very very helpful, Josh.   The clarification is much appreciated.

[Richard Brown]

Donna, I agree completely with Josh Martin. The fact that all positions on the council have not yet been filled DOES NOT prohibit or prevent the council from conducting business. Unless there is something relevant you are not telling us,  the solution is to fill the vacancies as soon as possible, but the council still exists and can still function fully in the meantime as long as a quorum is present.