Bylaws and Robert's Rules

[Wright Stuff]

I think I just embarrassed myself at our Bylaws Committee meeting. Of the 16 people on the committee, I'm the only one referring to RONR for guidance. We've been dealing with a very difficult and contentious problem (the convention adjourned before electing an officer that "shall" be elected at the annual convention.) Our bylaws say that "The current edition of Robert's Rules of Order Newly Revised shall govern all proceedings, except when inconsistent with these bylaws or convention rules properly adopted." Therefore, it seemed to me that 46:45 provided guidance, but the vocal committee members said no. The question was, "Does a person who is serving as Vice Chair remain in that office until such time as his
successor is elected, even if his two-year term has expired?" They answered "yes" since the bylaws say, "The convention shall elect a Chair and Vice Chair who shall serve for a term of two years or until their successors are elected." Assuming their interpretation of our bylaws is correct, if we want to keep the same Chair or Vice Chair, all we have to do is create chaos before the election such that we lose quorum, and they can stay in office forever.

Before now, I interpreted this reference to RONR essentially included the non-conflicted provisions of RONR into the bylaws such that when there is confusion or problems with interpretation of the bylaws, we refer to RONR. Plus, I thought RONR was a "gap filler".

I was informed in no uncertain terms that RONR applies only to the conducting of meetings.

I'd appreciate clarification on how you interpret our situation. When reviewing the bylaws, I don't know if or when to ever look to RONR. Needless to say, I'm confused.

[Shmuel Gerber]

On 6/15/2023 at 8:59 PM, Wright Stuff said:

The question was, "Does a person who is serving as Vice Chair remain in that office until such time as his
successor is elected, even if his two-year term has expired?" They answered "yes" since the bylaws say, "The convention shall elect a Chair and Vice Chair who shall serve for a term of two years or until their successors are elected."

The answer is the same under RONR. Even the paragraph you cited acknowledges this:

"46:45    If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office."

On 6/15/2023 at 8:59 PM, Wright Stuff said:

Our bylaws say that "The current edition of Robert's Rules of Order Newly Revised shall govern all proceedings, except when inconsistent with these bylaws or convention rules properly adopted." … I was informed in no uncertain terms that RONR applies only to the conducting of meetings.

This language in the bylaws is not the wording recommended in RONR for adoption of a parliamentary authority, but it seems to me that "all proceedings" is a  much broader term than "the conduct of meetings", and so RONR should at least have some persuasive value in interpreting the bylaws in general.

 

[Wright Stuff]

I agree (and argued) that the current office holder remains in office until his successor is elected. Several others argued differently, but to me, the language is clear in the bylaws and in RONR. The debated language of 46:45 is  "If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office." They have no intentions of having another election. The bylaws say the officers have to be elected at the Convention every odd-numbered year, so the officers remain in office for two more years.

I'd appreciate your comment on "Assuming their interpretation of our bylaws is correct, if we want to keep the same Chair or Vice Chair, all we have to do is create chaos before the election such that we lose quorum, and they can stay in office forever." We have a group (not including me) that plans to test this theory in 2025. They have already amassed the support of about 40% of the body, so I don't think the threat is an idle one.

[Josh Martin]

On 6/15/2023 at 7:59 PM, Wright Stuff said:

The question was, "Does a person who is serving as Vice Chair remain in that office until such time as his successor is elected, even if his two-year term has expired?" They answered "yes" since the bylaws say, "The convention shall elect a Chair and Vice Chair who shall serve for a term of two years or until their successors are elected."

Yes, they are correct on this matter. Indeed, RONR (including the very provision you cited) supports this interpretation.

This is, in fact, the recommended rule on this subject, so that the society does not end up having no officers in the event that, for whatever reason, the society is unable to elect officers prior to the expiration of their terms.

Now, I suppose it is always the case that it is ultimately up to the society to interpret its own bylaws, but quite frankly, I'm not sure how I can imagine another reasonable interpretation of this rule. The plain meaning of "until their successors are elected" seems to answer this question.

On 6/15/2023 at 7:59 PM, Wright Stuff said:

Assuming their interpretation of our bylaws is correct, if we want to keep the same Chair or Vice Chair, all we have to do is create chaos before the election such that we lose quorum, and they can stay in office forever.

Yes, I suppose this is correct, although I would note that:

• This is intended as a "backup plan" in the event that, for whatever reason, the society is unable to complete the election prior to the end of the term. It's not intended to be an actual strategy to keep someone in office.
• Certainly nothing in RONR would support the use of a strategy to "create chaos before the election such that we lose quorum."
• In the event the election cannot be completed at the scheduled time, the society should complete the election at a later date if it is at all practical to do so.
• In the event the election cannot be completed at the scheduled time, and the society also subsequently fails to complete the election at a later date, this would mean the Chair and Vice Chair would remain in office for another two years, not "forever." There will be another opportunity to elect a Chair and Vice Chair at the next regular election at the next convention.

On 6/15/2023 at 7:59 PM, Wright Stuff said:

Before now, I interpreted this reference to RONR essentially included the non-conflicted provisions of RONR into the bylaws such that when there is confusion or problems with interpretation of the bylaws, we refer to RONR. Plus, I thought RONR was a "gap filler".

Seems about right to me.

On 6/15/2023 at 7:59 PM, Wright Stuff said:

I was informed in no uncertain terms that RONR applies only to the conducting of meetings.

Certainly, the vast majority of RONR concerns the conduct of meetings. I think it perhaps goes a bit too far to suggest that it applies "only" to the conduct of meetings.

But even to the extent this was correct, it seems to me that a provision applying to the election of the Chair and Vice Chair is a provision which applies (at least in part) to the conduct of meetings, given that the election itself occurs at a meeting and the Chair has significant duties in connection with the conduct of meetings.

On 6/16/2023 at 7:11 AM, Wright Stuff said:

The debated language of 46:45 is  "If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office." They have no intentions of having another election. The bylaws say the officers have to be elected at the Convention every odd-numbered year, so the officers remain in office for two more years.

As the text notes "If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible." The rule is clear.

As a practical matter, however, I imagine that for many larger organizations, the expense and complexity of actually doing this may make it impractical (or even impossible) to hold another election. I don't know if your bylaws even permit calling a special convention, and even to the extent they do, I imagine there would be some practical difficulties.

On 6/16/2023 at 7:11 AM, Wright Stuff said:

I'd appreciate your comment on "Assuming their interpretation of our bylaws is correct, if we want to keep the same Chair or Vice Chair, all we have to do is create chaos before the election such that we lose quorum, and they can stay in office forever." We have a group (not including me) that plans to test this theory in 2025. They have already amassed the support of about 40% of the body, so I don't think the threat is an idle one.

Certainly RONR does not support a strategy of "creating chaos" in order to cause an assembly to lose quorum in order to prevent it from conducting business. If this nevertheless occurs, however, and the society fails to complete its elections, and the society then subsequently fails to complete the elections for another two years, it is correct that the officers will stay in office for another two years, which is not quite as long as "forever," at which time the society will have another opportunity to try to complete its elections notwithstanding any attempts at "chaos."

[Wright Stuff]

@Josh Martin, thank you for your detailed response. To be clear (I seem to say that a lot), I am in NO way advocating creating chaos. There is a substantial percentage of the organization that is planning to do so. My objective, to date, has been to do all I can to learn the rules to help the organization run in an orderly and predictable fashion. Now that the Bylaws Committee has unofficially said that RONR has no effect on the interpretation of the Bylaws even though the Bylaws say that RONR is the parliamentary authority, I have reached the conclusion that I am wasting my time on my mission to promote order. It's just another case of the rules be damned, we're going to do what we please. I've been holding online discussions with a number of members to collectively learn RONR. I see no benefit in continuing the discussions even though several people came up to me after this convention and thanked me for helping them for the first time understand how the meeting was conducted...totally according to RONR by a highly experienced parliamentarian. I'm not going to give up on my quest to learn more, though, so you're not rid of me yet.

[Rob Elsman]

We're here. 🙂

[Gary Novosielski]

On 6/16/2023 at 8:11 AM, Wright Stuff said:

In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office." They have no intentions of having another election. The bylaws say the officers have to be elected at the Convention every odd-numbered year, so the officers remain in office for two more years.

If the election is not completed, that does not leave the incumbent in office for another entire term.  That is not what that language means at all. It only leaves them in office until the election is completed, which should be done as soon as possible, as we have seen cited several time.

"They" would not be having another election, they would be completing the current election, as the bylaws require.  And the fact that the bylaws provide for an election at the Convention does not mean if they make it through to the end of the Convention that they are good for another two years.  They are not. They remain in office only as long as the election remains incomplete, and the membership has the right to expect and demand that it be completed in short order.

[Wright Stuff]

On 6/16/2023 at 9:03 PM, Gary Novosielski said:

If the election is not completed, that does not leave the incumbent in office for another entire term.  That is not what that language means at all. It only leaves them in office until the election is completed, which should be done as soon as possible, as we have seen cited several time.

"They" would not be having another election, they would be completing the current election, as the bylaws require.  And the fact that the bylaws provide for an election at the Convention does not mean if they make it through to the end of the Convention that they are good for another two years.  They are not. They remain in office only as long as the election remains incomplete, and the membership has the right to expect and demand that it be completed in short order.

Unfortunately the majority of the Bylaws Committee disagrees with you. They ruled that RONR applies to the bylaws when they want it to apply. "Robert's Rules is just for meetings, not for interpretations of the bylaws."

[Joshua Katz]

Where does the bylaws committee get off "ruling" on anything?

[Joshua Katz]

On 6/18/2023 at 12:59 PM, Wright Stuff said:

They ruled that RONR applies to the bylaws when they want it to apply. "Robert's Rules is just for meetings, not for interpretations of the bylaws."

Odd that RONR includes sections on interpretation of bylaws for no particular reason.

In any event, I don't see how that is the issue. Their interpretation makes no sense regardless whether you apply the principles in RONR or not.

[Wright Stuff]

On 6/18/2023 at 2:03 PM, Joshua Katz said:

Odd that RONR includes sections on interpretation of bylaws for no particular reason.

In any event, I don't see how that is the issue. Their interpretation makes no sense regardless whether you apply the principles in RONR or not.

You're preaching to the choir! It's a case of them doing what they want instead of what the rules say. The majority rules.

[Wright Stuff]

On 6/18/2023 at 2:01 PM, Joshua Katz said:

Where does the bylaws committee get off "ruling" on anything?

They gave themselves the power to be the final authority on the interpretation of the bylaws. The body approved the change a year or two ago -- probably because none of them was smart enough to realize what they were voting for.

[Gary Novosielski]

On 6/18/2023 at 1:59 PM, Wright Stuff said:

Unfortunately the majority of the Bylaws Committee disagrees with you. They ruled that RONR applies to the bylaws when they want it to apply. "Robert's Rules is just for meetings, not for interpretations of the bylaws."

Committees don't get to make rulings.  Bylaws committees recommend changes in the bylaws to the Membership. They don't issue rulings on how the membership must interpret them.  Of course someone who wants to do something they shouldn't will always have an excuse for why they should be allowed to do it. That doesn't make them right, it only makes them crooked.

 

On 6/18/2023 at 2:07 PM, Wright Stuff said:

You're preaching to the choir! It's a case of them doing what they want instead of what the rules say. The majority rules.

The majority rules applies to a majority of the Membershp, not a majority of some committee that has no power.  Do your bylaws grant the power to interpret the bylaws to the Bylaws committee?  If not, they can't.  The membership has the ultimate power to change the bylaws and to interpret them as they currently exist.  

[Gary Novosielski]

On 6/18/2023 at 2:09 PM, Wright Stuff said:

They gave themselves the power to be the final authority on the interpretation of the bylaws. The body approved the change a year or two ago -- probably because none of them was smart enough to realize what they were voting for.

The only possible way the body could have "approved the change" is to have amended the bylaws to grant that power.  Is that how it happened, or is this just a bogus power grab?

[Wright Stuff]

On 6/18/2023 at 2:50 PM, Gary Novosielski said:

The only possible way the body could have "approved the change" is to have amended the bylaws to grant that power.  Is that how it happened, or is this just a bogus power grab?

The body approved the change to the bylaws a year or two ago. The only thing bogus is the qualifications of the members of the Bylaws Committee.

[Gary Novosielski]

On 6/18/2023 at 3:08 PM, Wright Stuff said:

The body approved the change to the bylaws a year or two ago. The only thing bogus is the qualifications of the members of the Bylaws Committee.

Well, then you're out of luck.  If you vote away your power you don't have it any more.  Thoughts and prayers, though.

[Wright Stuff]

On 6/18/2023 at 4:23 PM, Gary Novosielski said:

Well, then you're out of luck.  If you vote away your power you don't have it any more.  Thoughts and prayers, though.

No, the organization is out of luck. I was just trying to help. No good deed goes unpunished.

[Gary Novosielski]

On 6/18/2023 at 5:13 PM, Wright Stuff said:

No, the organization is out of luck. I was just trying to help. No good deed goes unpunished.

Sadly, that is often the case.  

[Josh Martin]

On 6/18/2023 at 12:59 PM, Wright Stuff said:

Unfortunately the majority of the Bylaws Committee disagrees with you. They ruled that RONR applies to the bylaws when they want it to apply. "Robert's Rules is just for meetings, not for interpretations of the bylaws."

To be clear, is this relevant to the current question? That is, did they disagree with RONR in some respect in regard to the question of when the terms of office end? Or is this just a hypothetical "ruling" which has no bearing on the current question?

[Wright Stuff]

On 6/19/2023 at 3:09 PM, Josh Martin said:

To be clear, is this relevant to the current question? That is, did they disagree with RONR in some respect in regard to the question of when the terms of office end? Or is this just a hypothetical "ruling" which has no bearing on the current question?

I think so. Nothing hypothetical. They (erroneously, I think) decided that RONR didn't apply to our bylaws even though RONR is, in essence, incorporated by reference. If I stay involved, I will ultimately challenge that decision using the information in this thread. It is my firm opinion that RONR is essential to interpreting the bylaws. But I'm learning.

[Josh Martin]

On 6/19/2023 at 8:50 PM, Wright Stuff said:

I think so. Nothing hypothetical. They (erroneously, I think) decided that RONR didn't apply to our bylaws even though RONR is, in essence, incorporated by reference. If I stay involved, I will ultimately challenge that decision using the information in this thread. It is my firm opinion that RONR is essential to interpreting the bylaws. But I'm learning.

I meant was it relevant to the original question of "Does a person who is serving as Vice Chair remain in that office until such time as his successor is elected, even if his two-year term has expired?"

Edited June 20, 2023 at 10:57 AM by Josh Martin

[Wright Stuff]

On 6/20/2023 at 6:57 AM, Josh Martin said:

I meant was it relevant to the original question of "Does a person who is serving as Vice Chair remain in that office until such time as his successor is elected, even if his two-year term has expired?"

I'm still not sure I'm answering the questions you're asking, but I'm trying. The board said the bylaws were to be interpreted without regard for the provisions of RONR, but that interpretation was not possible since the exact situation we encountered was not described in the bylaws. They decided that since no election was held. the office holder remained in office for another two years. End of story. However, if RONR is binding or even persuasive, there should be another election as soon as possible. Any step taken, including declaring the current holder remain in office, violates the bylaws. It would not be possible to call a special convention since there are no provisions in the bylaws for a special convention. There was no perfect solution to the problem. RONR has provisions for dealing with missed elections. RONR is the parliamentary authority for our organization. RONR was not consulted for direction in solving the problem. The body allowed a member to announce that RONR could have nothing to do with the decision. I think that's wrong and creates a dangerous precedent.

I agreed under the circumstances that the least destructive solution was for the current office holder to stay in office. I don't agree that RONR is not relevant to finding a solution for the problem. Again, nothing here is hypothetical. It's all too real and too unfortunate.

[Josh Martin]

On 6/20/2023 at 6:16 AM, Wright Stuff said:

I'm still not sure I'm answering the questions you're asking, but I'm trying. The board said the bylaws were to be interpreted without regard for the provisions of RONR, but that interpretation was not possible since the exact situation we encountered was not described in the bylaws. They decided that since no election was held. the office holder remained in office for another two years. End of story. However, if RONR is binding or even persuasive, there should be another election as soon as possible. Any step taken, including declaring the current holder remain in office, violates the bylaws. It would not be possible to call a special convention since there are no provisions in the bylaws for a special convention. There was no perfect solution to the problem. RONR has provisions for dealing with missed elections. RONR is the parliamentary authority for our organization. RONR was not consulted for direction in solving the problem. The body allowed a member to announce that RONR could have nothing to do with the decision. I think that's wrong and creates a dangerous precedent.

I agreed under the circumstances that the least destructive solution was for the current office holder to stay in office. I don't agree that RONR is not relevant to finding a solution for the problem. Again, nothing here is hypothetical. It's all too real and too unfortunate.

While I agree that it would be best, in the future, for the society to view RONR as relevant to answering its questions concerning the proper interpretation of its bylaws, it seems to me that in the present situation, the answer would remain the same if RONR had been consulted.

"If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office. Otherwise, a vacancy in office arises (see 47:57–58 for procedures for filling vacancies). Once the election is completed, however, the person elected replaces anyone who filled the vacancy. Failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect an officer of its choice." RONR (12th ed.) 46:45

First, RONR provides that in the circumstances described, the officer stays in office until a successor is elected. There does not appear to be any dispute on this point.

As you note, the text also provides that if the election is not completed on time, the assembly "should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill."

But you have stated that "It would not be possible to call a special convention since there are no provisions in the bylaws for a special convention." Additionally, although we have not specifically been told as much, I gather that the convention simply adjourned (rather than setting an adjourned meeting to complete its business). As a consequence, conducting another election is impossible. The rule on 46:45 provides that an election should be completed "as soon as possible." In the circumstances described, it seems like two years later is "as soon as possible."

[Shmuel Gerber]

On 6/20/2023 at 2:04 PM, Josh Martin said:

In the circumstances described, it seems like two years later is "as soon as possible."

However, I don't think it would make much sense to complete the previous election at the next convention. It would be better to simply hold the election scheduled for that convention. 

[Josh Martin]

On 6/20/2023 at 1:12 PM, Shmuel Gerber said:

However, I don't think it would make much sense to complete the previous election at the next convention. It would be better to simply hold the election scheduled for that convention. 

Yes, I agree.