differently or un named meeting versus date that was picked and bylaw's named-type of meeting.

[rynait]

I became mind scrambled trying to sort out this.   same organization involved discussed in other forum, https://robertsrules.forumflash.com/topic/41098-possible-convolutions-to-amendment-procedures-and-how-might-we-address-the-convolutions/

They sent email to members with "video styled media" of the flyer with i l labeled 4 "areas" of articles.  and I am looking at two articles that is scrambling my unfortunate brain. I am copying in simple text, not following their formatting...

first article is "bylaws review"

Bylaws Review welcome everyone to finish the review of our proposed bylaws from March 26th Date: Sunday April 16th 2023 Time: 1:00pm to 4:00pm Location: [detail left out due forum rules] [Address given]

second article is "bylaws vote"

Bylaws Vote After 30 days of collecting proposals for revisions, we will vote to accept some or all recommendation received. Date: April 30th 2023 Time: 1p to 4p Location: [same location as 1st, with address given]

First article: now I am not sure how to interpret the first article properly.  might be an committee meeting. What I can not wrap my head around;  250 members?   recalling March 26th intention where the body moved to have emailed copy of the current and proposed bylaws and resume bylaws matters in April 29th. and the email "with directions" clearly not adopted after March 26th. 

and there is bylaw amendment rule manipulation-suspension waiting to be "point of order" and ruled "out of order" at suspend-moving-annual, then converted to general meeting. supposedly in April 29th. 

This meeting feels like participation process resolving the review.  Does this feel like special meeting or committee meeting?  If committee meeting, then why do we need notice like this?

Second article.  I had to think a bit.   First of all at March 26th meeting, participants agreed to affix next meeting to April 29th.  which falls under RONR 9:2.   however the date given in the second article contradicted April 30th.  and that article does not specify one of the three meeting types listed in bylaws [annual, general and emergency].  Since article expected  vote , meant the person that developed this flyer is unaware or intend to ignore my alert that the suspension attempt is invalid and will raise point of order at next meeting. 

Does RONR have anything to state must type the meeting [bylaws names] (annual,  general, emergency) in the notice or is this second article (without naming the type) valid?  Is that proper for officers to change date from what is picked at March 29th to this article? 

adding:  said organization's bylaws has Annual meeting 30 days, only in March (with suspension mistake ongoing breach),  General meeting two weeks [14 days] notice,  Emergency meeting [36 hours notice].  no bylaws rules established for committee meeting "notice".

Edited April 14, 2023 at 12:51 AM by rynait
adding notice time limits

[rynait]

I also further realized something else to that second article,   vote on the proposal (amendment) still requires annual meeting.   the vagaries in the 2nd article might meant an attempt to re-propose amendment, then begs why do we need the publicly announced first article. 

 

another realization.  if this is vote-annual meeting which will be made invalid and  because the notice does not establish general meeting.  that implies  meeting conversion that I stated in end of other forum become an invalid attempt at April 30th meeting?  

Edited April 14, 2023 at 04:35 AM by rynait

[Richard Brown]

Do all of these proposed procedures in these notifications or videos comport with the bylaw provisions for amending the bylaws? Please quote for us exactly, verbatim, the provision in your bylaws for amending the bylaws.  This all seems very strange.

[rynait]

CHAPTER 11 - BYLAWS AMENDMENTS

1. Amendments to these Bylaws may be made by a two-thirds (2/3) majority of the members
present at an announced Annual election.
2. Amendments may be proposed at least 30 days before the Annual election so that they may
be announced and voted upon.

[Josh Martin]

On 4/13/2023 at 6:55 PM, rynait said:

First article: now I am not sure how to interpret the first article properly.  might be an committee meeting.

...

This meeting feels like participation process resolving the review.  Does this feel like special meeting or committee meeting?

Yes, it may well be a committee meeting - specifically, what is often referred to as a hearing.

"When a committee is to make substantive recommendations or decisions on an important matter, it should give members of the society an opportunity to appear before it and present their views on the subject at a time scheduled by the committee. Such a meeting is usually called a hearing. During actual deliberations of the committee, only committee members have the right to be present." RONR (12th ed.) 50:27

On 4/13/2023 at 6:55 PM, rynait said:

If committee meeting, then why do we need notice like this?

You don't, but such notice seems helpful. It seems it is desired to invite members to this meeting to participate in the review process, which will be rather difficult for members if they don't know about the meeting.

On 4/13/2023 at 6:55 PM, rynait said:

Does RONR have anything to state must type the meeting [bylaws names] (annual,  general, emergency) in the notice or is this second article (without naming the type) valid?

No, the notice does not need to specify the type of meeting.

On 4/13/2023 at 6:55 PM, rynait said:

Is that proper for officers to change date from what is picked at March 29th to this article? 

I am not certain I fully understand this question. What "date" is being changed here? The date of a meeting? In that event, whether the date can be changed by the officers will depend on whether the notice deadline has passed and who has the authority to call the meeting in question.

On 4/13/2023 at 6:55 PM, rynait said:

said organization's bylaws has Annual meeting 30 days, only in March (with suspension mistake ongoing breach)

Well, hang on a moment. It is correct that if the bylaws state that the annual meeting must be held in March, then this cannot properly be changed in advance. (If the annual meeting is properly held in March, however, the meeting could be adjourned to a later date.) But if this nonetheless occurs, the organization is still obligated to hold an annual meeting.

On 4/13/2023 at 6:55 PM, rynait said:

no bylaws rules established for committee meeting "notice".

Yes. As a result, the notice of the committee hearing for persons who are not committee members can be whatever is deemed to be appropriate. I suppose you could also provide no notice at all to persons who are not committee members, but that would seem to defeat the point.

On 4/13/2023 at 7:05 PM, rynait said:

I also further realized something else to that second article,   vote on the proposal (amendment) still requires annual meeting.   the vagaries in the 2nd article might meant an attempt to re-propose amendment, then begs why do we need the publicly announced first article. 

another realization.  if this is vote-annual meeting which will be made invalid and  because the notice does not establish general meeting.  that implies  meeting conversion that I stated in end of other forum become an invalid attempt at April 30th meeting?  

I am somewhat confused about this. Could you please clarify what has occurred in regard to the bylaws amendments?

• The annual meeting itself was delayed until a later date.
• The annual meeting was held in March as required, but the bylaws amendments were delayed until a later meeting.

 

On 4/14/2023 at 12:03 PM, rynait said:

CHAPTER 11 - BYLAWS AMENDMENTS

1. Amendments to these Bylaws may be made by a two-thirds (2/3) majority of the members
present at an announced Annual election.
2. Amendments may be proposed at least 30 days before the Annual election so that they may
be announced and voted upon.

Based upon these facts, amendments to the bylaws may be made only at an announced annual election and bylaw amendments must be proposed at least 30 days before the annual election. These rules may not be suspended.

Edited April 14, 2023 at 06:24 PM by Josh Martin

[Richard Brown]

On 4/14/2023 at 12:43 PM, Josh Martin said:

Based upon these facts, amendments to the bylaws may be made only at announced annual election and bylaw amendments must be proposed at least 30 days before the annual election. These rules may not be suspended.

I agree.

[rynait]

 

On 4/14/2023 at 11:43 AM, Josh Martin said:

Yes, it may well be a committee meeting - specifically, what is often referred to as a hearing.

"When a committee is to make substantive recommendations or decisions on an important matter, it should give members of the society an opportunity to appear before it and present their views on the subject at a time scheduled by the committee. Such a meeting is usually called a hearing. During actual deliberations of the committee, only committee members have the right to be present." RONR (12th ed.) 50:27

Thank you.  very helpful to my scrambled mind.  a lot of what I said in the first section is clearly rubbish.  a question.  "members of society" other than committee member do not deliberate at the hearing?

On 4/14/2023 at 11:43 AM, Josh Martin said:

On 4/13/2023 at 5:55 PM, rynait said:

Is that proper for officers to change date from what is picked at March 29th to this article? 

I am not certain I fully understand this question. What "date" is being changed here? The date of a meeting? In that event, whether the date can be changed by the officers will depend on whether the notice deadline has passed and who has the authority to call the meeting in question.

At march 26th meeting, relating to the bylaws amending; three things... one clearly an mistake... a breach. 

1) member rose to suspend "annual voting in march", allow vote on proposed bylaws in April and/or May.  This is double breach based your prior advices of RONR Chapter 25 and no suspension stated in bylaws. Someone will have to rise at next meeting calling point of order to this breach. 

2) Member rose disgruntled,  moving having organization send out the proposed and current bylaws for reading before April meeting. passed [oh is that possible political play on setting up April 16th hearing?]

3) 2nd item before end of the agenda is "next meeting date".   Council picked an Saturday, finger counted to April 29th [this is RONR 9:2].  President proceeded to last item of agenda; adjourn. he said meeting is adjourned at [time].  I might be mistaken,  is not an adjourning to fixed time. 

4) not March 26th meeting.  but no body sent out the notice for April 29th before 30 days vote [that notice is not suspended but respect to breach suspend]. Unsure if general meeting qualifies in order to recognize the breach and implement fixes. 

Now this article dash notice is referring to April 30th as vote meeting.  Is it proper for officer to change date from 29th to 30th? 

Edited April 14, 2023 at 06:16 PM by rynait

[Josh Martin]

On 4/14/2023 at 1:11 PM, rynait said:

Thank you.  very helpful to my scrambled mind.  a lot of what I said in the first section is clearly rubbish.  a question.  "members of society" other than committee member do not deliberate at the hearing?

A "hearing" is a process in which a committee seeks out the views of persons who are not members of the committee. So the hearing itself would tend to include an opportunity for persons who are not members of the committee to express their views. Following the conclusion of the hearing, the committee may proceed to conduct deliberations if it chooses, and only persons who are members of the committee have a right to speak during those deliberations.

I will say that there is no guarantee that this is the situation here - I am doing my best to interpret a brief snippet from a notice. But the language states "Bylaws Review welcome everyone to finish the review of our proposed bylaws from March 26th Date: Sunday April 16th 2023 Time: 1:00pm to 4:00pm Location: [detail left out due forum rules] [Address given]" Therefore, my interpretation would be that at least a portion of the meeting would be devoted to a hearing during which the committee may hear the views of persons who are not members of the committee. But ultimately, the committee will make those decisions.

On 4/14/2023 at 1:11 PM, rynait said:

At march 26th meeting, relating to the bylaws amending; three things... one clearly an mistake... a breach. 

1) member rose to suspend "annual voting in march", allow vote on proposed bylaws in April and/or May.  This is double breach based your prior advices of RONR Chapter 25 and no suspension stated in bylaws. Someone will have to rise at next meeting calling point of order to this breach.

Well, I may have misunderstood the situation when I gave my prior advice, and I may not have fully understood the proposed motion and the organization's rules on this matter. I am still somewhat unclear on what exactly the motion in question proposed to do.

• Did the motion propose to move the annual election itself from March to a later date?
• Or did the annual election still happen in March, and the motion proposed to just move the bylaw amendments to a later date?
• Further, what was this "March 26th" meeting? Was this meeting, itself, the annual meeting? Or was it some other meeting?

The answers to these questions may affect whether what occurred was proper and what is supposed to happen now in regard to the annual meeting, the annual elections, and the bylaw amendments.

On 4/14/2023 at 1:11 PM, rynait said:

4) not March 26th meeting.  but no body sent out the notice for April 29th before 30 days vote [that notice is not suspended but respect to breach suspend]. Unsure if general meeting qualifies in order to recognize the breach and implement fixes. 

A meeting of the same assembly as the meeting on March 26th may correct any breaches and implement fixes, to the extent this is necessary.

On 4/14/2023 at 1:11 PM, rynait said:

Now this article dash notice is referring to April 30th as vote meeting.  Is it proper for officer to change date from 29th to 30th? 

Based upon the facts provided, no.

[rynait]

I have a subject to think ... and being aware to that point of order has to be raised in a meeting.  

this bylaws committee is supposedly "disbanded" after March 26th meeting is adjourned. 

I am going to define "breach time" as between March 26th and next meeting;  as no meeting held between those two times until point of order is raised. please remember the membership is not aware yet.

1.  during breach time;  Is Bylaws Committee supposed to continue?

2.  as stated in prior forum, president was told of the breach, Should the president alert committee to stop-do nothing during breach time?

[Josh Martin]

On 4/14/2023 at 1:35 PM, rynait said:

this bylaws committee is supposedly "disbanded" after March 26th meeting is adjourned. 

Why? On what basis is the committee disbanded?

On 4/14/2023 at 1:35 PM, rynait said:

I am going to define "breach time" as between March 26th and next meeting;  as no meeting held between those two times until point of order is raised. please remember the membership is not aware yet.

1.  during breach time;  Is Bylaws Committee supposed to continue?

I don't think the potential breaches of the rules on this matter and whether existence of the Bylaws Committee continues have anything to do with each other, but perhaps to the answer to my previous question will enlighten me on this subject.

On 4/14/2023 at 1:35 PM, rynait said:

2.  as stated in prior forum, president was told of the breach, Should the president alert committee to stop-do nothing during breach time?

No, I don't think so. I see no reason why the fact that a breach of the rules exists would mean that a committee should stop doing anything. It may be, at most, that the committee should cease particular actions relating to the breach.

[rynait]

On 4/14/2023 at 12:35 PM, Josh Martin said:

• Did the motion propose to move the annual election itself from March to a later date?
• Or did the annual election still happen in March, and the motion proposed to just move the bylaw amendments to a later date?
• Further, what was this "March 26th" meeting? Was this meeting, itself, the annual meeting? Or was it some other meeting?

The answers to these questions may affect whether what occurred was proper and what is supposed to happen now in regard to the annual meeting, the annual elections, and the bylaw amendments.

president constructed this march 26th, into three sessions.  the general meeting session, Annual meeting session, and Election session.  Agenda presented is as one whole list with session in it.  

motion was the suspend voting amendment in march, and allow to vote on amendment in April and/or May   per RONR 25.

[rynait]

On 4/14/2023 at 12:41 PM, Josh Martin said:

On 4/14/2023 at 12:35 PM, rynait said:

this bylaws committee is supposedly "disbanded" after March 26th meeting is adjourned. 

Why? On what basis is the committee disbanded?

RONR 50:30.  this is temporary committee. 

[Josh Martin]

On 4/14/2023 at 1:42 PM, rynait said:

president constructed this march 26th, into three sessions.  the general meeting session, Annual meeting session, and Election session.  Agenda presented is as one whole list with session in it.  

motion was the suspend voting amendment in march, and allow to vote on amendment in April and/or May   per RONR 25.

As I understand the facts, the following is what occurred. Please correct if me any of this is mistaken.

• Notice was (properly, I hope) given for a general meeting and annual meeting on March 26, the latter of which included elections.
• The bylaw amendments were not proposed 30 days before the annual meeting.
• The general meeting (which I believe should be properly understood as a meeting of the council, based on the facts in this thread) was held first.
• The annual meeting (which I believe should be properly understood as a meeting of the membership) was held second. Among other things, the meeting included the annual elections.
• At some point - it's not entirely clear whether this occurred during the "general meeting" or the "annual meeting" - a member of whichever body was meeting at that time moved to Suspend the Rules in order to move the vote on the bylaw amendments to a meeting in April and/or May, apparently unaware that such a rule cannot be suspended. This motion was adopted.
• The assembly set a general meeting or adjourned meeting for April 29.
• The remainder of the general meeting and annual meeting continued as normal, including elections, but not the bylaw amendments.

If this is correct, then yes, it remains my view that the bylaw amendments cannot be voted on at a later meeting, because the bylaws provide that bylaw amendments can only be voted on at the annual election, which has already occurred, and because the bylaws provide that the amendments must be proposed at least 30 days prior to the annual meeting on March 26, which did not occur.

On 4/14/2023 at 1:44 PM, rynait said:

RONR 50:30.  this is temporary committee. 

Okay, but I don't think this, in and of itself, answers my question. Has the committee completed the duty which was assigned to it and presented its final report? The rule specifically provides that the fact that an annual meeting intervenes does not discharge a special committee.

"A special committee—since it is appointed for a specific purpose—continues to exist until the duty assigned to it is accomplished, unless discharged sooner (see 36); and it ceases to exist as soon as the assembly receives its final report. The fact that an annual meeting intervenes does not discharge a special committee. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time. If it does not report, its life expires with that of the body to which it was to report." RONR (12th ed.) 50:30

In the event the committee has been discharged then yes, obviously it is correct that the committee cannot hold a meeting, or do anything else.

I personally hope the committee has not been discharged, because it seems to me it would be preferable for the committee to get a head start on preparing these bylaw amendments (and possibly others) to be voted on in March 2024. Frankly, from what I've seen, the organization's bylaws could use a lot of work. It may behoove the organization to consult a professional parliamentarian for assistance.

Edited April 14, 2023 at 07:02 PM by Josh Martin

[rynait]

On 4/14/2023 at 1:00 PM, Josh Martin said:

• Notice was (properly, I hope) given for a general meeting and annual meeting on April 26, the latter of which included elections.
• The bylaw amendments were not proposed 30 days before the annual meeting.
• The general meeting (which I believe should be properly understood as a meeting of the council, based on the facts in this thread) was held first.
• The annual meeting (which I believe should be properly understood as a meeting of the membership) was held second. Among other things, the meeting included the annual elections.
• At some point - it's not entirely clear whether this occurred during the "general meeting" or the "annual meeting" - a member of whichever body was meeting at that time moved to Suspend the Rules in order to move the vote on the bylaw amendments to a meeting in April and/or May. This motion was adopted.
• The remainder of the general meeting and annual meeting continued as normal, including elections, but not the bylaw amendments.

• Notice (for March 26th) was following the president's convoluted finger counting problem. thus another problem anyhow. 

1) February 2nd notice issued for general meeting on Feb 11th. might affixed next meeting; I do not have copy of that minutes.

2) March 5th apologizing problem email server.  sent announcing meeting March 11th. only specified day and time.  does state general, annual and elections.

3) March 9th, is copy of 5th, adding reminder and time

4) March 10th, postponed to march 26.  details tba. 

5) final notice with required details sent on March 23rd. 

• I do not know if amendment proposal was made in February meeting or January meeting. but definitely none was made before January.
• Correct on the meeting sequence. 

oh I made error. the agenda states general bylaw election sections no adjourn between sections.  not used word "annual" in there.

• based on your question.  agenda bylaws section.. states reading the proposed bylaws,  vote in April or May.  Member rose to move suspension vote rule before we started reading the bylaws. 
• progress-meeting  sounds about right.

[Josh Martin]

On 4/14/2023 at 2:32 PM, rynait said:

oh I made error. the agenda states general bylaw election sections no adjourn between sections.  not used word "annual" in there.

Thank you for these additional facts.

These facts do not change my previous response, but certainly, the organization needs to do a better job of providing timely notices of meetings, and the organization also in the future needs to better distinguish between the general meeting and the annual meeting, since these are meetings of separate bodies with different voting members.

It would be better still to amend the bylaws to refer clearly to meetings of the council or meetings of the membership.

Edited April 14, 2023 at 07:42 PM by Josh Martin

[rynait]

On 4/14/2023 at 1:00 PM, Josh Martin said:

I personally hope the committee has not been discharged, because it seems to me it would be preferable for the committee to get a head start on preparing these bylaw amendments (and possibly others) to be voted on in March 2024. Frankly, from what I've seen, the organization's bylaws could use a lot of work. It may behoove the organization to consult a professional parliamentarian for assistance.

The bylaws proposal is complete restructure of the social styled organization into what looks like a foundation style organization without membership.  thus the irate members calling me as incoming secretary.   

There was a rumor that this was two person bylaw committee and chair [of committee] is the outgoing secretary, did that rewrite without 2nd member awareness. 

I unfortunately favor eviscerate the committee and replace with completely new committee and have member directly propose needed amendments [to satisfy "adding" building project management rules]. 

The bylaws was deliberately thrice written, with intention of "dumping" dirty work on the council. Membership did choose to retain the "extended" right structure in the bylaws to prevent dictatorship behaviors within the council with their general meeting.

[Josh Martin]

On 4/14/2023 at 2:44 PM, rynait said:

The bylaws proposal is complete restructure of the social styled organization into what looks like a foundation style organization without membership.  thus the irate members calling me as incoming secretary.   

There was a rumor that this was two person bylaw committee and chair [of committee] is the outgoing secretary, did that rewrite without 2nd member awareness. 

I unfortunately favor eviscerate the committee and replace with completely new committee and have member directly propose needed amendments [to satisfy "adding" building project management rules]. 

The bylaws was deliberately thrice written, with intention of "dumping" dirty work on the council. Membership did choose to retain the "extended" right structure in the bylaws to prevent dictatorship behaviors within the council with their general meeting.

The organization is free to choose such structures for its organization and the rights of members of the society at meetings of the council (and any other matters) as it wishes. My comments regarding the need for the bylaws to be reworked are solely with regard to my concerns regarding a lack of clarity in the bylaws and are not intended to advocate for or against any particular structure.

In regard to the degree of rights of members at the society, the organization is free to provide such "extended" rights for members of the society at council meetings, but the bylaws should still clearly distinguish between meetings of the council (meetings where only council members have full rights of participation) and meetings of the full membership (at which all members have full rights of participation). Grouping all of them together is confusing.

Edited April 14, 2023 at 07:50 PM by Josh Martin

[rynait]

On 4/14/2023 at 1:41 PM, Josh Martin said:

It would be better still to amend the bylaws to refer clearly to meetings of the council or meetings of the membership.

I do agree.  since bylaws dumped "meeting" into structure that may generate massive confusion.  My thinking is find a word that satisfies "membership" into members section.   and the meeting section separated into three groups. DO repeat clauses... perhaps add an extra section saying none of  meetings may overlap or be part of another type of meeting.   Might have to propose new section on "notice" finger counting

to my understanding organization needs weaker meeting to deal with the building management.  making 4th group

[Richard Brown]

@rynaityou have a very complicated situation. I really believe it would be best if you consult with a professional parliamentarian who can  review your bylaws in their entirety and give you  give you individualized help and recommendations. You can get referrals from the American Institute of Parliamentarians (AIP) and from the National Association of Parliamentarians (NAP). The NAP is the larger of the two and has many state associations and local units in larger cities. I honestly believe your situation is more complicated it has more issues to deal with than we can properly handle in this forum.

[rynait]

On 4/14/2023 at 1:00 PM, Josh Martin said:

On 4/14/2023 at 12:44 PM, rynait said:

RONR 50:30.  this is temporary committee. 

Okay, but I don't think this, in and of itself, answers my question. Has the committee completed the duty which was assigned to it and presented its final report? The rule specifically provides that the fact that an annual meeting intervenes does not discharge a special committee.

um.  normally  committee existence stops, after presenting the amendment(s) in march meeting. not due to vote; president is still presiding the meeting. 

I thought we needed proper meeting [general meeting] to end the the breach time with a point of order.  

It is my understanding when breach-time is stopped; organization could not retroactive fix this proposal and vote because march 2023 is over.  Thus a do-over is required and equates to new committee.

a timing question.  the bylaws committee did start presenting the bylaws for reading. first page is read. then "stopped" with motion asking email copy for reading before April [breach] meeting.   Is that a final report, or not final?

 

Edited April 15, 2023 at 02:32 AM by rynait
march reference added

[Josh Martin]

On 4/14/2023 at 9:20 PM, rynait said:

um.  normally  committee existence stops, after presenting the amendment(s) in march meeting. not due to vote; president is still presiding the meeting. 

Makes sense. But this time, they never presented the amendments.

On 4/14/2023 at 9:20 PM, rynait said:

I thought we needed proper meeting [general meeting] to end the the breach time with a point of order.  

It is my understanding when breach-time is stopped; organization could not retroactive fix this proposal and vote because march 2023 is over.  Thus a do-over is required and equates to new committee.

I concur that, based on the facts presented, the organization apparently can't vote on this until next year because the annual election has already occurred, and that this essentially means "a do-over is required." But I don't know that this means that "equates to new committee." It would also be proper for this committee to continue, in my view.

Notwithstanding this, the assembly which appointed the special committee is free to dissolve it and create a new one if it wishes to do so. Or replace some or all of the members.

On 4/14/2023 at 9:20 PM, rynait said:

a timing question.  the bylaws committee did start presenting the bylaws for reading. first page is read. then "stopped" with motion asking email copy for reading before April [breach] meeting.   Is that a final report, or not final?

It sounds to me like the report was never completed. So I would say that the committee has not "presented its final report." Indeed, it seems to me the committee may not have an opportunity to present its report until March 2024.

Edited April 15, 2023 at 11:27 AM by Josh Martin