Unfinished business

[Kathy Clark]

Because our facility rental required us to vacate at a particular time, when that time came, the agenda items:   elect a Temporary chair until October and elect a temporary vice chair until October, had not been reached.  The chair announced that they would be dealt with at the next meeting.   (These items had been removed from the agenda the previous 2 monthly meetings.)  The new agenda was sent out with them as first order of business following the regular items of Quorum, invocation, pledge and approval of agenda and minutes.  The agenda was amended by majority vote to say election of permanent Chair and election of permanent vice chair by at least a majority vote.  Those opposed walked out and are now challenging the legality of the motion and all actions of that meeting based on 10:47 on motions.  Even though the vote for opposing candidates was not close and voted to be a unanimous vote, the challenge is that those elected are fraudulently elected and no one is eligible to call a meeting to order.

[Weldon Merritt]

On 10/2/2023 at 11:09 AM, Kathy Clark said:

Those opposed walked out and are now challenging the legality of the motion and all actions of that meeting based on 10:47 on motions.  Even though the vote for opposing candidates was not close and voted to be a unanimous vote, the challenge is that those elected are fraudulently elected and no one is eligible to call a meeting to order.

IMO, even if 10:47 was applicable (and I'm not convinced that it was), a Point of Order would have to have been raised at the meeting where the vide took place. Walking out is not a proper Point of Order. Further even if they were correct about the application of 10:47, that certainly does not mean that 'no one is eligible to call a meeting to order." Such a claim is patently ridiculous! The only way to have the motion declared invalid is at a meeting, so someone has to convene the meeting before they can even have their claim considered.

[Dan Honemann]

On 10/2/2023 at 1:09 PM, Kathy Clark said:

Because our facility rental required us to vacate at a particular time, when that time came, the agenda items:   elect a Temporary chair until October and elect a temporary vice chair until October, had not been reached.  The chair announced that they would be dealt with at the next meeting.   (These items had been removed from the agenda the previous 2 monthly meetings.)  The new agenda was sent out with them as first order of business following the regular items of Quorum, invocation, pledge and approval of agenda and minutes.  The agenda was amended by majority vote to say election of permanent Chair and election of permanent vice chair by at least a majority vote.  Those opposed walked out and are now challenging the legality of the motion and all actions of that meeting based on 10:47 on motions.  Even though the vote for opposing candidates was not close and voted to be a unanimous vote, the challenge is that those elected are fraudulently elected and no one is eligible to call a meeting to order.

Frankly, none of this seems to make much sense.  What does this sentence I bolded mean, and am I right to assume that you meet monthly and have adopted RONR as your parliamentary authority?

[Josh Martin]

On 10/2/2023 at 12:09 PM, Kathy Clark said:

Because our facility rental required us to vacate at a particular time, when that time came, the agenda items:   elect a Temporary chair until October and elect a temporary vice chair until October, had not been reached. 

Let's back up a bit. Why is this being done to begin with? Are there vacancies or something? Further, when do the regular elections occur? Do they perhaps occur at the October meeting? And for that matter, do your bylaws provide for a "temporary" chair "temporary" vice chair? RONR provides for a Chair Pro Tempore in the context of a meeting, but your society appears to have had something else in mind.

On 10/2/2023 at 12:09 PM, Kathy Clark said:

Those opposed walked out and are now challenging the legality of the motion and all actions of that meeting based on 10:47 on motions.

What 10:47 says is as follows:

"If previous notice is given at a meeting, it can be given orally unless the rules of the organization require it to be in writing—which is often the case with notice of amendments to bylaws. Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)." RONR (12th ed.) 10:47

But this paragraph cannot be read in isolation. It must be read in context of the subsection in which it appears, which is titled "Previous Notice of Motions."

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

Motions that have the effect of changing or nullifying previous action of the assembly—such as the motion to Rescind or to Amend Something Previously Adopted (35), the motion to Discharge a Committee (36), or a motion to postpone an event already scheduled—require previous notice if they are to be adopted by only a majority vote. Accordingly, it is ordinarily desirable to give previous notice if there is a possibility of serious disagreement. The adoption or amendment of special rules of order requires either (a) previous notice and a two-thirds vote or (b) a vote of a majority of the entire membership—as does the amendment of bylaws if they do not prescribe the procedure for their amendment, which they should do (see also Table of Rules Relating to Motions, pages t6–t33). Bylaws or special rules of order sometimes also provide a requirement of notice for original main motions dealing with certain subjects (compare Standard Characteristic 7(a), 10:8)." RONR (12th ed.) 10:44-45

So what is said in 10:47 is applicable only if a requirement for previous notice exists, or if previous notice has the effect of lowering the threshold for adoption. Electing a temporary chair does not require previous notice, and it has nothing to do with the threshold for adoption, unless your organization has some rule to this effect we have not been informed of, so the fact that previous notice may have nonetheless been given as a courtesy is immaterial.

It might be that previous notice is required for the election of the permanent officers (if the society is filling vacancies, for instance), but without more context about why these elections are happening to begin with, I can't say for certain.

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

Furthermore, even to the extent it is correct that the elections of the Chair and Vice Chair are invalid, this would only mean that the elections would need to be redone. This would have nothing to do with the validity of the business conducted for the remainder of the meeting.

In any event, any Point of Order (and subsequent Appeal) concerning these matters would have to be raised at a meeting, and unless and until the election is declared to be null and void, the results of the election stand.

On 10/2/2023 at 12:09 PM, Kathy Clark said:

Even though the vote for opposing candidates was not close and voted to be a unanimous vote, the challenge is that those elected are fraudulently elected and no one is eligible to call a meeting to order.

I certainly do not see any basis, from the facts presented, that anyone was fraudulently elected. While this is ultimately a legal term, fraud generally means "wrongful or criminal deception intended to result in financial or personal gain." I see no evidence of any deception. It seems to me that, at worst, the assembly made an honest mistake.

It is certainly incorrect to claim that "no one is eligible to call a meeting to order." For starters, as noted above, the results of the election stand unless and until it is declared to be null and void. But even to the extent that the offices of Chair and Vice Chair were vacant as a result of this matter, RONR has provisions for how to call a meeting to order in such circumstances.

"If neither the president nor any vice-president is present, the secretary—or in the secretary's absence some other member—calls the meeting to order, and the assembly immediately elects a chairman pro tem to preside during that session." RONR (12th ed.) 47:11

Edited October 3, 2023 at 01:13 AM by Josh Martin