possible convolutions to amendment procedures and how might we address the convolutions.

[rynait]

Hello all,  

this is what happened and this time I was present at that meeting and realizing potential convolutions (italicized in story), and inquired as bulleted further below and I have desire to bring  this in proper order or ruled out of order.  (two events all tied together).   I would like to apologize in advance for a long lengthy story.... Please do enjoy this as a micro drama story.

To begin with,  the organization bylaws states (for amending bylaws);  no proposed or amendment will be allowed 30 days prior to annual meeting.  And at annual meeting Members is allowed to cast their vote on the amendment in March.   Member (regardless of meetings)  has right to make motion, second motions and debate.  but no voting power in general meeting (with exception to annual meeting).  [rest of the process goes to RONR current version]

here is the summary of the event that transpired on march 26th.  Officer representative called me before the 26th  complaining there is a proposed bylaw amendment might be made improperly.   I quizzed the Officer whether (following organization bylaws which I have copy and summarized above)

was the proposed is made before 30 days of the annual meeting? Officer answered not sure need to see the minutes (she said secretary did not distribute draft and "be shown at the meeting"). 

Was the proposed considered or debated, and "constructed" with the amendment changes presented to member-officers present at meeting before the 30 days restriction?   Officer admitted she did not go to the last meeting due to her being out of state. She stated other officer said such "sharing" was unsatisfactory. (i do not know what that implies)

I said wait, does that mean the proposal (motion defined in chapter 35 of RONR) is not stated to the public in prior meeting?   Officer then said I do not know.   

I told her Ok,  i will attend that meeting and give my perspective actions as a member if I have any has RONR standing. 

 

on the day  The decorum was little substandard where members are talking to each other nearly ignoring president (is the chair of meeting); and using digital projection screen to present the agenda and materials. I observed the meeting agenda implies general meeting,  the chair (in agenda material during order) indicated annual meeting is a sub-session  (traditionally) with a difference shown; bylaws amendment be shown and read then election. Chair stated there will be bylaws election in April and/or May.     I was unsure what chair is going to lead the group into making the procedure 'in order' (read on becomes bit of a clue)

During their presentation of the minutes for adoption;  I was not looking carefully.  I thought proposal would be in the "business section" But thought I saw that in a committee report (standing committee involved in building project).  Secretary was scrolling the minutes somewhat slow-fast skipping pausing on the "business section".   in the business section I do not see any bylaws amendment proposals recorded there.

The meeting processed along until bylaws read begins.   I rose asking whether there is a process planned to address the march versus the agenda march-april-may difference. Chair expressed as what? This is all normal.   That gave me bit of a jeebie-knee jerk reaction.  I rose again and made motion to suspend amendment election on march, allowing member to cast their vote on either March, April or May on that proposal amendment only.   Chair behaved so stupidly asking me why.  I said the bylaws states organization is only allowed to vote in March.  Agenda indicates three months to go through the order possibly voting within three months.  thus someone by 2/3 vote has to agree to this suspension.   Chair cooperated and got the second and vote. only 3 people opposed and 8 favored (rest of them abstained because of the decorum). so it is greater than 2/3 that passed. 

started open the reading of the proposed bylaw; I noted this is a RONR 57:5 entire replacement of the bylaws. members saw the content is literally became upset (yes decorum changed).  They still remember March and April 2022 fiasco (which I already described here in this forum year ago).  Few of us started to discuss-debate some of the 1st page changes.  Secretary (later learned is current bylaws committee chair, not same chairperson appointed in 2022) got upset and left the room.  One of the member got up and expressed displeasure, look this bylaw; is complete change and state (pointing to bottom of projection screen) is 19 PAGES!  our current bylaws is 8.  WHY did you (pointing to board) not email this proposal to members allowing us to read ahead of the time.  Chair stated was last minute proposal,  thus suggesting 3 month meets to resolve the proposal ( Convolution A).    the displeased member then moved to cease read, send the proposal via email to all member and plan for April bylaws only meeting  (meaning not general meeting, restricted to bylaw/annual meeting). Seconded.  no vote is made [chair stated this motion is accepted] ( Convolution B ). Break (coffee break?) is called.  later on during "break", Secretary came back in and Chair is 'heard' informing DCCNM has to email both current bylaws and proposed bylaws to member in preparation for April meeting. 

We proceeded into election phase (increasing convolutions.. read on) .  Bylaws does have altered "handling and new officer assumption of the duties"  During the process Chair (not running again) called new officers to oath and assume the duties (i am now their incoming secretary replacement)  I rose no and stated  follow the bylaws which required 60 days waiting period, 1 transition meet then oath, assuming duties in May/June.  All of sudden chair [reminding outgoing president] paused, saying we must have new officers now. then thought a bit and announced I resign,  vice-president rose and announce resign, then  treasurer attempted resign in 2-3 months ( Convolution c).  Many members reacted badly to those statement leaving everything in confusion.  I rose and walked, announcing Helping process go smoothly with process (very short time parliamentarian for sake of members)  WE have to do one person's resignation at a time.   instructed outgoing president say your resignation formally to members.  he said properly.  I then pointed to VP, take the floor and according to bylaws,  recognize president resignation.   VP is bit belligerent with i already resigned. I repeated multiple resignation is not acceptable. you will get your resignation. please take the floor and recognize president resignation.    VP rose and took the floor about to state president resignation accepted.   Outgoing President (still standing) said  I move to suspend the 60 days waiting period and oath in the new officers now ( Convolution D).   Since that is a valid motion  Treasurer seconded that motion.   President started to handle meeting.  I pointed (still guiding officers).  you left the floor to VP.  then pointed to  Vice-president to handle this.   VP said not doing resignation (knowing the differences immediately).  accepting the suspension motion, opening debate,   only one; president repeated during NEED NEW Officers (organization is run by deaf officers no verbals. It is way sign language is moved about   yes there is "screaming" version sign language).  scaring everybody.   vote was made passed with no opposition or abstains, due to double words in that suspension motion,  this is in effect suspending 60 days waiting, suspending specified transition meeting, moving Oath-assumption duties to 'now'.

New officers came to the floor and swore the oath, assuming the office.  Date was picked; April 29th.  adjournment is made.

Begins the Convolution E.   outgoing secretary sent email with two attachments, sent March 28th.  in that email states original is a flyer designed; (copying verbatim in plain text) 

cut paste

As part of the Deaf community your opinion matters. Send your comments or requests to change, or add something via email or if you want to send us a video response that will be fine. Send to #####@####.org. if video is too large to send via email please send us a link from your YouTube or Goggle Drive account so that we can view it.

DEADLINE to submit. April 28th, 2023. requests received BEFORE April 28th, 2023. will be considered - only

April 29th, 2023. We will vote to Accept or Reject proposed bylaws. No discussions, no additional requests will be accepted.

bylaws attachment

proposed attachment

end cut paste

My reaction to this  is clear violation to RONR chapter 35.   There is no meeting between March and April.   This email is supposed to be for members to receive and read the materials in advance of April 29th.  the "deadlines" given is a decision authority, supplanting new board as a body and inappropriate.  because of the the 30 day no-new proposal clause is in effect and I believe is seriatim applied each month for next to two months. this is because the bylaw amendment suspension only relaxed the vote time constraint. 

email told member no discussion (I equate to debate) is allowed at the meeting.  violating the member rights to motion, second, and debate in current bylaws.   This created problem for me because I am incoming secretary,  and receiving irate messages from members. 

I sent email immediately to incoming officers disclosing bylaws chapter 9 (use RONR current version), and RONR Chapter 35,  that discussion (as debate) is allowed at April 29th.  Outgoing secretary is unfortunately incoming Officer trustee and she started to tell me off "you don't know what to do".  I answered with prefer to go by published material and wait for April 29th.   She is still sending interference signals.   The thing I did not using her name or "you" words in my communication response to her email to the incoming board.  They are not realizing but watching the dramatic email communications [got and gave hint to/from Vice-president]. 

I have not received the secretary materials as well the badly needed email password to the list-server.  My plan is to stage an corrections email equivalent  Meeting is open to public. All members are allowed to attend, participate, talk (deaf word for debate) and vote on the bylaws. I am hoping this technique would kill the misunderstanding.  The disappointment begins (convolution F),  outgoing secretary still has the password,; and I did ask her to send the notice listing place and time for April 29th out. and we passed the 30 days notice deadline and that email I tried to send is not out there. 

Now here my question or concern and how should i etc... 

Convolution A.  When we were told "last minute proposal"  I either presume this was made during January General Meeting.  and that much material [19 pages] is definitely overwhelming. However the reasoning that chair stated; I do not think acceptable by members...  bylaws does not prevent sending amendment proposal. there was problems with notices...  there was March 11 meeting w/annual; sent February 28; cancellation notice sent on 9th; and rescheduled notice [March 26] sent on 21st.  [annual notice is supposedly sent no later than 30 days before,  General Meetings sent no later than 2 weeks before].  I think member felt this meeting formation-venue is too "dicator" styled planning.  I still need to review prior minutes.  If there are violations found in the minutes; Am I supposed to rise (at april 29th) raising point of Order "section or part of RONR Ch.35 is not done or skipped and ask rule proposal out of order"

Convolution B.  Knowing from prior behaviors of the chair and secretary, they sometime do not record the motion (same people stated in April 30 2022 forum I posted).  I fear that "recording" of the motion is not entered properly due to what is written in the email sent out to the members.   I am aware the bylaws states the business of the duties be wrapped up as reasonably as possible before transferring the materials to incoming officers.  Officer representative said Secretary tend to be lax on sending out the draft until about two weeks before the meeting.  Not sure how to comply with suspicious motion statement (I fear body might raise I did not follow the motion also in my attempt and send out correction email against the email statement [with bylaws material attachments] sent by the outgoing secretary). 

Convolution C.  because we have building project that affect our careful attention of handling the business.  the organization has annual election, electing 7 officers (aka run again is acceptable), no term limit.  In order to keep things smooth (without disconnect or discordant handling),  the bylaws states must have within-prior to 60 days, at least one transition meeting with both outgoing and incoming officers present.  Outgoing is to provide framework of what's happening done and will happen. as well as structure material turn-over plans.  this suspension of 60 days and the behavior exhibited by three officer became so "suspicious"  by members as well as myself (being incoming officer).  I feel and advised incoming president (new) to hold a retreat, with notice saying board is having retreat inviting outgoing officers, stressing on NO motions and NO votes shall be made at that retreat. {NM deaf community has an "hard nose" like bias against secret meeting (prior incident mindset).  I do not know how to mandate outgoing officers to show up at that retreat (in order to get all the information we need to handle the business.)

Convolution D.  later at home thinking how things happen and planning ahead (incoming secretary things).  I realized this assumption of the duties suspension created RONR 50:30 effects, includes the bylaws committee and another important committee.  I was unsure how organization is to handle the double bylaw suspension(s).  if was not that convoluted,  committee is expired, and if board want to (whatever reason) , may motion reform committee with same chairperson.  However process is now convoluted, For me,  felt like committee Chairperson  is removed from "handling the meeting" [members already hated her and her proposal].  I believe body is probably refuse to make a motion to pro tem someone to handle the bylaw amendment meeting (RONR 47:12 bulleted 2). I need to be prepared with this,  Should the suggestion to president be made; ruling "no interest appointing pro Tem in carrying this proposed amendment is present, ruled dead"?  President is so green; does not know Robert Rules that well going to rely on me and new vice-president to guide our president on how to handle the meeting..  [hint: I also share members feeling, do not like the proposed bylaws]

Convolution E.  It was a shock that outgoing secretary made that email message. and since I do not have the "appropriate" controls.  My concern. A) the Notice barrier,  outgoing secretary have not posted notice (or surrender password), and the 30 days deadline has passed.  and I already planned the venue.  Are there any tools for me and members to not object on the notice discrepancy on/at April 29th meeting?  B). What should I state to public during the 29th meeting about incorrect bylaws message [other than sending "errata or correction email" message]?

Convolution F.   I already disclosed to President i have not received the materials and password. and just today  backup  person [officer representative] informed me she discovered the password was changed 7 days ago and herself unable to get in the email list server (date matches the day of  march 26th meeting was held) and thought the change was my doing.  I said no and am waiting for the surrender.  Also I am waiting for the President response on that, regardless I indicated the outgoing secretary is still officer (Trustee officer) of the board.   My question(s) how many days is reasonable for outgoing secretary to surrender, and if refused, Does organization have right to request local sheriff to escort me and collect the materials; and when? 

In case you want to know about the minutes...

We [Absent officer and myself] were both was looking in business section during the minute reading and approval of prior meeting. someone said thought the proposal is in [building project] committee report(s) section which we were not careful reading those.  I was also told that minutes review believed to be was from February meeting, not January (which meant Absent Officer had missed two meetings). Since I haven't formally requested copy of the minutes to see if Chapter 35 is followed or not. I am waiting for the surrender to do that. 

Edited April 2, 2023 at 03:48 AM by rynait
spotted missing information; adding

[Rob Elsman]

So, exactly what is your question about parliamentary procedure?

[rynait]

My question is in the convoluted area bullets on bottom.  In shortest summary i am asking 3 questions.

1.  how do i address the logistics of the Amendment based on what transpired (if found mismatch in Chapter 35).  People calling me thinking what transpired is not in compliance with RONR Chapter 35. Give me some suggestion to guide our Incoming President to state to the membership, if something is found to be a chapter 35 mismatch.

2. what is the proper sense of process or frame of timing to ensure outgoing secretary comply with sending [notices/media] and then turn over the materials/password?

3.  with respect to what transpired where members became disorganized,  I believe there are 3 things might need to be addressed; and how.  a) 30 day notice deadline is missed, how to address this with membership avoiding appearance of lousy new officers.  b) directions given in email which will violate chapter 35; should I correct it ASAP (as soon as i get password) or wait until April 29th.  c) How does incoming officers enforce or declare business [out in the city] be slowed or paused until officers are brought up to speed. 

 

Edited April 2, 2023 at 03:55 AM by rynait

[Rob Elsman]

As to item 1, carefully read RONR (12th ed.) §23 and §24.

As to item 2, officers are duty-bound to correctly perform their responsibilities. Dereliction of duty is cause for disciplinary action. See RONR (12th ed.) §§61-63.

As to item 3a, there is no parliamentary remedy for a "missed deadline". It is missed.

As to item 3b, all I can advise is to send the call of the meeting containing the notice a reasonable time in advance and in compliance with any operative rules of the society.

As to item 3c, officers are not usually authorized to "declare" when business will be transacted. The assembly can postpone an item of business within limits. See RONR (12th ed.) §14. Having said this, I may be misunderstanding what exactly you are asking.

[Josh Martin]

I will first note that, while I will try my best, this situation is quite involved and hard to follow, and may exceed the capacity of this forum to assist. It may behoove the organization to hire a professional parliamentarian who will have the time to discuss the situation in detail, provide advice, and possibly provide assistance at meetings. The National Association of Parliamentarians and American Institute of Parliamentarians provide referrals. It seems the association may also need an attorney.

On 4/1/2023 at 10:45 PM, rynait said:

1.  how do i address the logistics of the Amendment based on what transpired (if found mismatch in Chapter 35).  People calling me thinking what transpired is not in compliance with RONR Chapter 35. Give me some suggestion to guide our Incoming President to state to the membership, if something is found to be a chapter 35 mismatch.

First, I would suggest that Chapter 35, which discusses Rescind and Amend Something Previously Adopted generally, is likely not the most on point for bylaw amendments specifically. Rather, I would suggest reviewing Chapter 57: Amendment of Bylaws. Likely even more important are the rules in your organization's bylaws pertaining to bylaw amendments.

To the extent that there are violations of those rules or of the rules found in the organization's bylaws and those violations would constitute a continuing breach, the appropriate chapters to review are Chapter 23: Point of Order and Chapter 24: Appeal.

On 4/1/2023 at 10:45 PM, rynait said:

2. what is the proper sense of process or frame of timing to ensure outgoing secretary comply with sending [notices/media] and then turn over the materials/password?

RONR has no guidance on these matters. There are really logistical issues, not parliamentary ones. I concur with Mr. Elsman that, of course, officers are required to turn over any materials to their successors and, if they fail to do so, disciplinary procedures may be employed. If that is not sufficient, it may be there is also legal recourse, but that is a question for an attorney.

On 4/1/2023 at 10:45 PM, rynait said:

3.  a) 30 day notice deadline is missed, how to address this with membership avoiding appearance of lousy new officers.

If I am understanding correctly that 30 days of notice is required for a bylaw amendment and less than 30 days notice has been provided, then the bylaw amendments cannot be considered. The organization will need to try again in the future and provide sufficient notice. In such circumstances, the chair should rule the bylaw amendments out of order due to insufficient notice. But please clarify if I am not understanding this correctly.

How to avoid the "appearance of lousy new officers" is a political problem, not a parliamentary one.

On 4/1/2023 at 10:45 PM, rynait said:

b) directions given in email which will violate chapter 35; should I correct it ASAP (as soon as i get password) or wait until April 29th.

If incorrect information was given in an email to members, I would generally think it is best to correct this as soon as possible.

On 4/1/2023 at 10:45 PM, rynait said:

c) How does incoming officers enforce or declare business [out in the city] be slowed or paused until officers are brought up to speed. 

I am not entirely clear on what you mean by this, but my first instinct is "They can't."

Edited April 3, 2023 at 05:16 PM by Josh Martin

[rynait]

Should I edit-reduce-delete the dramatics in 1st post  (discovered i am not able to edit?)

in connection to item 1.   I am still waiting on the materials and checking whether this "amendment" progression is in compliance with chapter 35.  I do plan raise point of order at April 29th meeting  .. wait (question further down..)

Item 3c,   Organization is using different election-assumption methodology; elect officers; within 60 days, 1 or more transition meeting (all old and new officers); after 60 days, at next meeting before adjourning, New Officer take oath then assumes the office.   

The purpose for this methodology is to get new officer on 'track' with business progression, disposing businesses ('final' committee reports per RONR 50:30) without skipping a business 'beat'.    I thought we could tell other (organizations business etc.) to wait a bit longer for us to understand what is done, pending and future progressions.  from your advice; sorry no way.  So this "60 days suspension" most likely stress the organization progression.

question,  the old board officers did affix 'next meeting' as April 29th for bylaws/annual meeting thus recorded into March 26th minutes.  Did that affect notice deadline [30 days].  I had to re read Chapter 9 carefully and thinking.  Chapter 9.4 gives me the answer: NO.  Does officer still have to show up at that meeting anyway due to affixed date?

Thinking how do "Can we  convert intent of April 29th  annual in to general meeting [2 weeks]"  Need to go back to reading RONR about that.

Edited April 3, 2023 at 06:58 PM by rynait
reword new officer task(s)

[rynait]

My thinking is clearly inappropriate.  however after reading 8:3 and various chapter 8.   

I think we might get away with such structure; based on the incident(s) stated in first post.  Please verify whether this concept is in order or not.

We can (if bylaws permit) hold "two" meetings... in format of two sessions.  Session A being General Meeting and Session B being Bylaws.  

A) Send out Notice defined in our bylaws [2 weeks] for general meeting on April 29th at same venue already reserved and in the notice will state have bylaws session after the General meeting.

B). the bylaws session is restricted to debate and "other motions".  [see C why vote not included]

C) the amendment constriction suspension allows chapter 35 amendment vote to be taken at April and/or May, suspension does not apply to bylaw's the 30 days 'proposal or new amendment is not allowed prior to annual meeting' and '30 days notice sent out for annual meeting' clause. April 29th is now "strangulated" [not able to vote to adopt]

 

Question: could members move to reconsider March "bylaws clause" suspensions at April 29th meeting?

Edited April 3, 2023 at 07:00 PM by rynait

[Rob Elsman]

No.

[Josh Martin]

On 4/3/2023 at 1:20 PM, rynait said:

in connection to item 1.   I am still waiting on the materials and checking whether this "amendment" progression is in compliance with chapter 35.  I do plan raise point of order at April 29th meeting  .. wait (question further down..)

I would once again suggest that Chapter 57, which deals specifically with bylaw amendments, will be a better resource than Chapter 35, which deals with motions to Amend or Rescind Something Previously Adopted generally.

On 4/3/2023 at 1:20 PM, rynait said:

Item 3c,   Organization is using different election-assumption methodology; elect officers; within 60 days, 1 or more transition meeting (all old and new officers); after 60 days, at next meeting before adjourning, New Officer take oath then assumes the office.   

Is all of this specified in your organization's bylaws?

On 4/3/2023 at 1:20 PM, rynait said:

question,  the old board officers did affix 'next meeting' as April 29th for bylaws/annual meeting thus recorded into March 26th minutes.  Did that affect notice deadline [30 days].

If the notice deadline is "30 days prior to annual meeting," as you stated in your original post, then notice would need to be sent no later than March 29 in order to be sent before the April 29 meeting.

On 4/3/2023 at 1:20 PM, rynait said:

Does officer still have to show up at that meeting anyway due to affixed date?

If the meeting has been scheduled for April 29, then it seems to me the meeting on April 29 must be held, unless there is some mechanism in the bylaws to reschedule it in advance. It is generally expected that officers show up to meetings.

On 4/3/2023 at 1:20 PM, rynait said:

Thinking how do "Can we  convert intent of April 29th  annual in to general meeting [2 weeks]"  Need to go back to reading RONR about that.

There is nothing in RONR which would allow for such a thing. To the extent a mechanism exists to "convert" the announced annual meeting into a regular general meeting, such a mechanism would need to be found in your organization's bylaws.

On 4/3/2023 at 1:55 PM, rynait said:

We can (if bylaws permit) hold "two" meetings... in format of two sessions.  Session A being General Meeting and Session B being Bylaws.  

I think you have your terminology a little confused, but yet, what you describe is possible. You could hold the annual meeting on April 29 and, at that meeting, set an adjourned meeting for a later date. These two meetings would both be part of a single session, and both meetings of this session would be part of the "annual meeting" in the sense that term is used in the organization's bylaws.

On 4/3/2023 at 1:55 PM, rynait said:

B). the bylaws session is restricted to debate and "other motions".  [see C why vote not included]

Only the assembly itself may make a decision to restrict the business that may be conduced at the meeting in this manner. This would require a 2/3 vote. The board may not impose these limitations on the membership.

On 4/3/2023 at 1:55 PM, rynait said:

C) the amendment constriction suspension allows chapter 35 amendment vote to be taken at April and/or May, suspension does not apply to bylaw's the 30 days 'proposal or new amendment is not allowed prior to annual meeting' and '30 days notice sent out for annual meeting' clause. April 29th is now "strangulated" [not able to vote to adopt]

Do your bylaws actually permit the sort of suspension you are describing? Generally, rules in the bylaws may not be suspended unless they so provide.

On 4/3/2023 at 1:55 PM, rynait said:

Question: could members move to reconsider March "bylaws clause" suspensions at April 29th meeting?

No, the deadline for the motion to Reconsider has long since passed.

There may, however, be questions about whether such a suspension was valid to begin with. So a Point of Order may be the more appropriate tool.

[Atul Kapur]

On 4/3/2023 at 4:49 PM, Josh Martin said:

If the notice deadline is "30 days prior to annual meeting," as you stated in your original post, then notice would need to be sent no later than March 29 in order to be sent before the April 29 meeting.

I believe that sending it on March 30 would meet the requirement.

"Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the
meeting but including the day the notice is sent."   RONR (12th ed.) 9:4 and 56:34 (identical language in both)

Day Sent
March 30 = Day 1, March 31 = Day 2, April 1 = Day 3, ..., April 15 = Day 17, ..., April 25 = Day 27, April 26 = Day 28, April 27 = Day 29, April 28 = Day 30, April 29 = Meeting
--
[signed]
Your Friendly Neighbourhood Pedant

 

[rynait]

On 4/3/2023 at 2:49 PM, Josh Martin said:

I would once again suggest that Chapter 57, which deals specifically with bylaw amendments, will be a better resource than Chapter 35, which deals with motions to Amend or Rescind Something Previously Adopted generally.

Chapter 57.1 refers to Chapter 35 for process of how to do it.  And Chapter 57.1.1 is invoked...  The change in bylaws for amending amendment is [exact wording]:

A.  Amendments may be proposed at least 30 days before the Annual election so that they may be announced and voted upon.

B.  Amendments to these Bylaws may be made by a two-thirds (2/3) majority of the members present at an announced Annual election.

On 4/3/2023 at 2:49 PM, Josh Martin said:

Is all of this specified in your organization's bylaws?

60 days and assumption of office is in our Articles of Incorporation.  Transition meeting mandate is in the Bylaws.

On 4/3/2023 at 2:49 PM, Josh Martin said:

If the notice deadline is "30 days prior to annual meeting," as you stated in your original post, then notice would need to be sent no later than March 29 in order to be sent before the April 29 meeting.

Yes.  no later than March 30 (March is 31 days).   thus past the deadline. no remedies. 

On 4/3/2023 at 2:49 PM, Josh Martin said:

On 4/3/2023 at 12:55 PM, rynait said:

We can (if bylaws permit) hold "two" meetings... in format of two sessions.  Session A being General Meeting and Session B being Bylaws.  

I think you have your terminology a little confused, but yet, what you describe is possible. You could hold the annual meeting on April 29 and, at that meeting, set an adjourned meeting for a later date. These two meetings would both be part of a single session, and both meetings of this session would be part of the "annual meeting" in the sense that term is used in the organization's bylaws.

Organization still not have "annual" meeting in April, because of fail to send out notice on time. 

The Idea I saw;  In our bylaw does not have "pre-condition" rules (call for a general meeting); Bylaws says 2 week notice and at least 5 officers are present satisfies general meeting. By the way Notice of any kind for April 29th has and still not sent out at the moment.  There is one more thing to check, whether the affix date in previous meeting [in minutes] states "annual meeting". 

On 4/3/2023 at 2:49 PM, Josh Martin said:

On 4/3/2023 at 12:55 PM, rynait said:

B). the bylaws session is restricted to debate and "other motions".  [see C why vote not included]

Only the assembly itself may make a decision to restrict the business that may be conduced at the meeting in this manner. This would require a 2/3 vote. The board may not impose these limitations on the membership.

The restriction is written in bylaws already [stated earlier] NOT board.  Wait.  finger counting.  Realizing 30 days notice toward May; after April 29th ends up in June 1st.   A question.  Could we send May meeting notice before April 29th meeting takes place?

On 4/3/2023 at 2:49 PM, Josh Martin said:

Do your bylaws actually permit the sort of suspension you are describing? Generally, rules in the bylaws may not be suspended unless they so provide.

What? not in RONR.  I believed the body (members) could suspend certain bylaws clause(s) by 2/3 vote.   Another possible mistake?

Edited April 3, 2023 at 10:34 PM by rynait
copied exact word from bylaws amendment & simplified meeting clarity

[Josh Martin]

On 4/3/2023 at 5:16 PM, rynait said:

Could we send May meeting notice before April 29th meeting takes place?

Yes.

On 4/3/2023 at 5:16 PM, rynait said:

What? not in RONR.  I believed the body (members) could suspend certain bylaws clause(s) by 2/3 vote.   Another possible mistake?

Yes, it is correct that it is permissible to suspend certain bylaws clauses by a 2/3 vote, but in my view, this is not one of them. Even to the extent that it was, rules can't be suspended months in advance under RONR.

"Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14." RONR (12th ed.) 25:7

"Rules that have their application outside of the session which is in progress cannot be suspended." RONR (12th ed.) 25:13

[rynait]

On 4/3/2023 at 4:35 PM, Josh Martin said:

On 4/3/2023 at 4:16 PM, rynait said:

What? not in RONR.  I believed the body (members) could suspend certain bylaws clause(s) by 2/3 vote.   Another possible mistake?

Yes, it is correct that it is permissible to suspend certain bylaws clauses by a 2/3 vote, but in my view, this is not one of them. Even to the extent that it was, rules can't be suspended months in advance under RONR.

"Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14." RONR (12th ed.) 25:7

"Rules that have their application outside of the session which is in progress cannot be suspended." RONR (12th ed.) 25:13

I grabbed my RONR and read chapter 25..  Needing clarifications on correcting the action [reverting] 

A)  my attempt to suspend to allow amendment adoption vote is greater than 1 day (march 26th), is out of order; and also further more out of order due to no clauses in bylaws for suspension of itself [amendment]. 

This is simply easy fix;  raise point of order  pointing to Chapter 25 that bylaws suspension is out of order. Result is revert proposal back to March 2023 stage which is no vote.  um  thinking.  has to die due to 50:30.  bylaws committee is temporary committee and expires. As well have to "do-over again" the proposal amendment.  Is that correct fix explanation?

that 60 days wait clause is in Articles of Incorporation; and was suspended in march 26th.  Is this also out of order under RONR 25:8 [other than the 60 days time]?

         theoretically the fix;  old officer back to work and new officer wait the 60 days plus time...  Recall those old officers had intention of resigning (incomplete procedure) prior to suspension motion being made.  How do we fix this particular suspension?

Edited April 3, 2023 at 11:20 PM by rynait
realizing procedure is a restart

[Josh Martin]

On 4/3/2023 at 6:15 PM, rynait said:

This is simply easy fix;  raise point of order  pointing to Chapter 25 that bylaws suspension is out of order. Result is revert proposal back to March 2023 stage which is no vote.  um  thinking.  has to die due to 50:30.  bylaws committee is temporary committee and expires. As well have to "do-over again" the proposal amendment.  Is that correct fix explanation?

I think this is right.

On 4/3/2023 at 6:15 PM, rynait said:

that 60 days wait clause is in Articles of Incorporation; and was suspended in march 26th.  Is this also out of order under RONR 25:8 [other than the 60 days time]?

Yes.

In addition, I'm not sure rules in the Articles of Incorporation can be suspended at all unless the articles so provide - I don't believe the rule of order exception applies there.

On 4/3/2023 at 6:15 PM, rynait said:

         theoretically the fix;  old officer back to work and new officer wait the 60 days plus time...  Recall those old officers had intention of resigning (incomplete procedure) prior to suspension motion being made.  How do we fix this particular suspension?

Does this 60 day transition rule apply in all cases or just regular elections? It seems rather unusual that it would apply to resignations. Depending on what the rule provides, it may be no suspension was necessary.

[rynait]

Managed to snag outgoing officers and incoming officers convinced them to:

a) Outgoing President hold his "last" general meeting on April 29th with three session(s), 

b) session broken down as standard General Meeting, Standing Rule  "packing" session ,  Bylaws session

c) acknowledge mistakes was made March 26th.   in General meeting; declaring Bylaws attempt [March 26th] dead, 60 days wait is back in effect. 

d) Standing Rule session will be bandaid approach take out few sections out of March 26th bylaws; rewrite as policy and board adopt into standing rules.

e) Bylaws session redo the bylaw proposal and vote adopt March 2024. 

 

[rynait]

On 4/3/2023 at 6:26 PM, Josh Martin said:

On 4/3/2023 at 5:15 PM, rynait said:

         theoretically the fix;  old officer back to work and new officer wait the 60 days plus time...  Recall those old officers had intention of resigning (incomplete procedure) prior to suspension motion being made.  How do we fix this particular suspension?

Does this 60 day transition rule apply in all cases or just regular elections? It seems rather unusual that it would apply to resignations. Depending on what the rule provides, it may be no suspension was necessary.

Just the election.   the 60 days transition is not applied to vacancy-resignation.