Denying discussion of a committee recommendation

[Guest Catherine Schiele]

An executive board Bylaws committee met to propose changes in a Club’s bylaws to be voted on by the entire membership of the Club. . At the executive board meeting,  the bylaws review committee chair presented the suggested changes in bylaws to be voted on by the entire membership of the club. The executive board was told  there was to be no discussion of the recommended changes, only a vote by the executive board on whether to present the recommendations to the vote of the entire club membership. Is a rule of no discussion permitted?

[Atul Kapur]

Yes, a rule of no discussion is permitted if it has been properly adopted by a body authorized to do so.

That means that the board chair cannot just make that statement if there is no actual rule to back up the statement (I.e., the chair doesn't have the authority to create that rule by themself).

[Gary Novosielski]

On 11/11/2023 at 1:03 PM, Guest Catherine Schiele said:

An executive board Bylaws committee met to propose changes in a Club’s bylaws to be voted on by the entire membership of the Club. . At the executive board meeting,  the bylaws review committee chair presented the suggested changes in bylaws to be voted on by the entire membership of the club. The executive board was told  there was to be no discussion of the recommended changes, only a vote by the executive board on whether to present the recommendations to the vote of the entire club membership. Is a rule of no discussion permitted?

Of course not.  

In the first place, in my view, a bylaws committee should be reporting to the membership, not to the board, but you may have different provisions in your bylaws.  And even if the committee does report to the board, and even if the board approves the recommendations, and even if the recommendations claim that no discussion will be permitted, that's bogus.

The membership is free to discuss and amend the bylaws--to any extent, if this is a complete revision; and to the extent allowed by the scope of the previous notice, if not.  And neither the membership nor the board is obliged to follow the edicts of the chair of the bylaws committee.  The membership may issue instructions to the board, but not the other way around.

[Joshua Katz]

On 11/11/2023 at 1:03 PM, Guest Catherine Schiele said:

The executive board was told  there was to be no discussion of the recommended changes, only a vote by the executive board on whether to present the recommendations to the vote of the entire club membership.

Was told by whom?

[Guest Message from Bylaws chair]

On 11/11/2023 at 2:23 PM, Joshua Katz said:

Was told by whom?

BELOW IS MESSAGE FROM BYLAWS COMMITTEE CHAIR

”Attached are the latest copy of the bylaws, marked up with changes, and a clean copy of the revised bylaws to be presented at the March luncheon meeting for membership confirmation. 

 

Please look them over before Tuesday. 

The motion on the table will be'The board approves these bylaws to be sent to membership on March 12, 2024 for approval. '

 

We are not debating the contents, we are giving consent to have membership review and approve. You will vote either yes or no. 

If you vote no, you must ask yourself why you didn't take part in the bylaws review. “

[Richard Brown]

On 11/11/2023 at 3:30 PM, Guest Message from Bylaws chair said:

BELOW IS MESSAGE FROM BYLAWS COMMITTEE CHAIR

”Attached are the latest copy of the bylaws, marked up with changes, and a clean copy of the revised bylaws to be presented at the March luncheon meeting for membership confirmation. 

 

Please look them over before Tuesday. 

The motion on the table will be'The board approves these bylaws to be sent to membership on March 12, 2024 for approval. '

 

We are not debating the contents, we are giving consent to have membership review and approve. You will vote either yes or no. 

If you vote no, you must ask yourself why you didn't take part in the bylaws review. “

Neither the bylaws committee nor its chairman have the authority to tell the board that it cannot debate the proposal unless the bylaws give it that authority. 

Edited November 11, 2023 at 09:56 PM by Richard Brown
Added last seven words, “unless the bylaws give it that authority“.

[Joshua Katz]

On 11/11/2023 at 4:30 PM, Guest Message from Bylaws chair said:

We are not debating the contents, we are giving consent to have membership review and approve. You will vote either yes or no. 

If you vote no, you must ask yourself why you didn't take part in the bylaws review. “

If I were a board member, I'd certainly be asking myself what leads anyone to think this is an acceptable way to dictate things to the board. 

Procedurally, it sounds like there is some process in place where bylaw proposals must be recommended by the board before the membership may consider them. But, unless that process says otherwise, I see no reason the board cannot debate their merits when deciding whether to recommend them.

[Josh Martin]

On 11/11/2023 at 3:30 PM, Guest Message from Bylaws chair said:

BELOW IS MESSAGE FROM BYLAWS COMMITTEE CHAIR

”Attached are the latest copy of the bylaws, marked up with changes, and a clean copy of the revised bylaws to be presented at the March luncheon meeting for membership confirmation. 

 

Please look them over before Tuesday. 

The motion on the table will be'The board approves these bylaws to be sent to membership on March 12, 2024 for approval. '

 

We are not debating the contents, we are giving consent to have membership review and approve. You will vote either yes or no. 

If you vote no, you must ask yourself why you didn't take part in the bylaws review. “

The chair of the bylaws committee has no authority to dictate such terms to the board. The motion is debatable. I would suggest that the board chair announce at the meeting "Notwithstanding the erroneous advice of the committee chair to the contrary, this motion is debatable."

If the bylaws chair (or anyone else) wishes to end debate on this motion, the appropriate motion is the Previous Question, which requires a 2/3 vote for adoption.

[Rob Elsman]

I have no information that leads me to believe that the board has any authority to deal with the topic in any way.  Is this committee a committee of the board or a committee of the general membership assembly?  If the latter, the committee should formally present the committee's report to the general membership assembly.

I do not think there is a particular problem with the chairman of a committee of the general assembly to make a presentation to the board to explain the committee's progress, but that is a different animal than placing the question before the board for a vote.  I think we need some clarification to know which assembly is the committee's parent body.

Edited November 12, 2023 at 01:49 AM by Rob Elsman

[Gary Novosielski]

On 11/11/2023 at 4:30 PM, Guest Message from Bylaws chair said:

BELOW IS MESSAGE FROM BYLAWS COMMITTEE CHAIR

”Attached are the latest copy of the bylaws, marked up with changes, and a clean copy of the revised bylaws to be presented at the March luncheon meeting for membership confirmation. 

 

Please look them over before Tuesday. 

The motion on the table will be'The board approves these bylaws to be sent to membership on March 12, 2024 for approval. '

 

We are not debating the contents, we are giving consent to have membership review and approve. You will vote either yes or no. 

If you vote no, you must ask yourself why you didn't take part in the bylaws review. “

So the Chair of the Bylaws committee is now the chairman of the board, putting the question on his own recommendation?  This must be one wicked set of bylaws.

And do we even know for certain that the Bylaws committee reports to the board?  It sounds like the board reports to the bylaws chair.

[Drake Savory]

A couple of things here.  I can kind of see where the Chair would want the debate to be germane to the actual motion to recommend to the membership - they are not voting to approve the amendment(s) themselves but if they should go to the membership.  But the problem is:

• It is the Board Chair and not the Committee Chair that ensures the debate is germane to the motion.
• Can you really debate on whether or not to recommend the amendments without getting into the content of the amendments themselves?
• Who (or rather what) assigned the Board as the gatekeepers for bylaws amendments?  If the motion to recommend fails, does that mean the membership does not get to vote on them?  Or is it simple telling the membership when they vote on the amendments that the Board does not support them?

"If you vote no, you must ask yourself why you didn't take part in the bylaws review."

If the committee chair states this in a meeting, would the statement be out of order?

Edited November 12, 2023 at 02:06 PM by Drake Savory

[Joshua Katz]

On 11/12/2023 at 9:04 AM, Drake Savory said:

If the committee chair states this in a meeting, would the statement be out of order?

If you want my opinion, no. But saying it in the form of a directive, in the context of trying to order the board around, strikes me differently.

[Gary Novosielski]

On 11/12/2023 at 9:04 AM, Drake Savory said:

A couple of things here.  I can kind of see where the Chair would want the debate to be germane to the actual motion to recommend to the membership - they are not voting to approve the amendment(s) themselves but if they should go to the membership.  But the problem is:

• It is the Board Chair and not the Committee Chair that ensures the debate is germane to the motion.
• Can you really debate on whether or not to recommend the amendments without getting into the content of the amendments themselves?
• Who (or rather what) assigned the Board as the gatekeepers for bylaws amendments?  If the motion to recommend fails, does that mean the membership does not get to vote on them?  Or is it simple telling the membership when they vote on the amendments that the Board does not support them?

"If you vote no, you must ask yourself why you didn't take part in the bylaws review."

If the committee chair states this in a meeting, would the statement be out of order?

I agree that It would be awkward to restrict debate to the sole issue of whether the motion should be recommended to the general assembly without going into the merits of the motion itself. 

I think the statement from the committee chair would be fine during debate, if a bit directive in tone, but combined with other evidence it suggests a committee chair who is high on his own supply, as the kids say.