Motions at informal meetings

[Guest Wayne B.]

Hello

Our small (~80 members), non-profit flower club is having a holiday party at a member's home soon. This is primarily a social occasion, however our bylaws call for the approval, by acclamation, of incoming officers at that event. A controversial idea regarding a new event has come up from some members informally in emails. Our President has said we will have a brief meeting at the party for discussion of that issue. Her intent was for this to be an informal, non-voting meeting. Some members have expressed concern that proponents of the idea in question may force a vote at the party by making motions on the grounds this is a "meeting". In recent memory our only voting meetings have been at an annual business meeting in May. That is the only business meeting mandated in our bylaws.

In these circumstances can proponents of an issue force a vote if a quorum is present?

 

 

[Joshua Katz]

First, it is a common myth that the presence of a quorum is enough to conduct business. This is far from the truth. There must be a meeting, called as provided for in your rules (which includes, presumably, RONR).

Second, I'll note that your President has clouded the issue by saying there will be a meeting that does not conduct business. (Does she have the authority to call a meeting?) This is a contradiction in terms; the purpose of meetings is to conduct business, while parties are held for other purposes. 

So, the question is whether, somehow, this meets the bar established in your rules to call a meeting. What do your bylaws or other rules say about calling meetings? Who may call them, how, what notice is required, and so forth?

[Josh Martin]

On 11/28/2023 at 9:37 AM, Guest Wayne B. said:

Hello

Our small (~80 members), non-profit flower club is having a holiday party at a member's home soon. This is primarily a social occasion, however our bylaws call for the approval, by acclamation, of incoming officers at that event. A controversial idea regarding a new event has come up from some members informally in emails. Our President has said we will have a brief meeting at the party for discussion of that issue. Her intent was for this to be an informal, non-voting meeting. Some members have expressed concern that proponents of the idea in question may force a vote at the party by making motions on the grounds this is a "meeting". In recent memory our only voting meetings have been at an annual business meeting in May. That is the only business meeting mandated in our bylaws.

In these circumstances can proponents of an issue force a vote if a quorum is present?

In my view, yes, based on the facts presented.

Some of the things you are saying here are contradictory. On the one hand, you say the intent is for this to be an "informal, non-voting meeting." On the other hand, you say that your bylaws "call for the approval, by acclamation, of incoming officers at that event."

Electing officers is certainly business, and can only be done at a meeting. This is either a meeting or it isn't - you can't have it both ways.

If it isn't a meeting, you can't conduct business - including approving the incoming officers. But that seems to be a problem, since you say your "bylaws call for the approval, by acclamation, of incoming officers at that event."

If it is a meeting, then yes, so long as a quorum is present, members are free to make motions. It may well be that, historically, members have not made motions at this meeting, but there's nothing stopping them from doing so.

"Any business that falls within the objects of the society as defined in its bylaws (or, in the case of a board, any business within the authority of the board) can be transacted at any regular meeting (provided that the parliamentary rules relating to action already taken, or to matters not finally disposed of and remaining within the control of the assembly, are complied with in cases where they apply; compare 10:26–27; see also 35 and 38)." RONR (12th ed.) 9:12

In the long run, perhaps the bylaws should be amended so that you no longer approve officers at the holiday party. But unless and until that occurs, it looks like you're stuck with members being able to make motions at these meetings if they choose, so long as a quorum is present.

Edited November 28, 2023 at 03:45 PM by Josh Martin

[Joshua Katz]

I'm not sure I agree with Mr. Martin (always a dangerous proposition).

Consider an analogy to a special meeting. Business outside the call may not be conducted. So too, if the bylaws say some meeting may only approve the officers by acclamation* then it seems to me that's the only business that may be conducted. I'd need to see the language to see if that's the case here, but I don't think it needs to explicitly say "only." If it doesn't explicitly say it's a meeting, only that officers are approved, then I don't see that this opens the door to all business of all sorts.

* Personally, I'm not even sure this "approval" is business. My guess is the officers are elected earlier, and this is some sort of ritualistic thing, similar to a swearing-in. Of course, recent events have taught that ministerial parts of elections may nonetheless matter, particularly when violently disrupted, but I'm not sure that makes this thing business.

[Gary Novosielski]

On 11/28/2023 at 10:49 AM, Joshua Katz said:

I'm not sure I agree with Mr. Martin (always a dangerous proposition).

Consider an analogy to a special meeting. Business outside the call may not be conducted. So too, if the bylaws say some meeting may only approve the officers by acclamation* then it seems to me that's the only business that may be conducted. I'd need to see the language to see if that's the case here, but I don't think it needs to explicitly say "only." If it doesn't explicitly say it's a meeting, only that officers are approved, then I don't see that this opens the door to all business of all sorts.

* Personally, I'm not even sure this "approval" is business. My guess is the officers are elected earlier, and this is some sort of ritualistic thing, similar to a swearing-in. Of course, recent events have taught that ministerial parts of elections may nonetheless matter, particularly when violently disrupted, but I'm not sure that makes this thing business.

I was in the process of drafting a reply similar to this one, using an analogy to special meetings.  But on reflection, if this meeting is indeed specified in the bylaws, I don't think it can be considered a special meeting.

[Joshua Katz]

On 11/28/2023 at 10:55 AM, Gary Novosielski said:

I was in the process of drafting a reply similar to this one, using an analogy to special meetings.  But on reflection, if this meeting is indeed specified in the bylaws, I don't think it can be considered a special meeting.

But it doesn't say "there's a meeting." It says one item of business is to be conducted. I fail to see how saying "at this party, do X" (assuming X is business) is authorization to do Y.

[Guest Wayne B.]

The officers (4) are all current officers who were nominated & were unopposed. They begin their new terms at the May meeting.  Under the bylaws the President has sole authority to call Board Meetings (officers & committee chairs) if business needs to be done between annual meetings. The bylaws are silent about calling additional general membership business meetings. 

I agree the term "Meeting" should not have been used when referring to a simple, informal discussion. In informal conversation the meaning can be different than in a parliamentarian sense. 

Thanks all for your responses.

 

[Gary Novosielski]

On 11/28/2023 at 11:10 AM, Joshua Katz said:

But it doesn't say "there's a meeting." It says one item of business is to be conducted. I fail to see how saying "at this party, do X" (assuming X is business) is authorization to do Y.

Well, because saying that X must be done is not a prohibition of doing Y.  Once a meeting exists, whatever business may properly come before it is in order.  And since this is not a special (called) meeting, but rather one specified in the bylaws, doing X requires that a meeting context must exist.

[Joshua Katz]

I don't buy it. Sure, it's not a prohibition on doing Y. And if it said "at the annual meeting, X is done," then sure. But given that the bylaws presumably do not refer to a meeting, and that we're only inferring a meeting, I am not convinced. But that's a tentative position; I'd want to review the bylaws in their entirety to be sure.

[Josh Martin]

On 11/28/2023 at 9:49 AM, Joshua Katz said:

Consider an analogy to a special meeting. Business outside the call may not be conducted. So too, if the bylaws say some meeting may only approve the officers by acclamation* then it seems to me that's the only business that may be conducted.

If the bylaws do indeed say the meeting may only approve the officers, by acclamation, this may be a persuasive argument. But I'm not persuaded that's what they say.

Generally, the bylaws will provide that certain items of business shall be conducted at certain meetings. But that does not limit the society from conducting other business at those meetings. It also seems fairly clear to me that this is a "regular meeting," not a special meeting.

On 11/28/2023 at 9:49 AM, Joshua Katz said:

* Personally, I'm not even sure this "approval" is business. My guess is the officers are elected earlier, and this is some sort of ritualistic thing, similar to a swearing-in. Of course, recent events have taught that ministerial parts of elections may nonetheless matter, particularly when violently disrupted, but I'm not sure that makes this thing business.

If this is indeed "some sort of ritualistic thing, similar to a swearing-in," then yes, that changes matters.

On 11/28/2023 at 10:11 AM, Guest Wayne B. said:

The officers (4) are all current officers who were nominated & were unopposed. They begin their new terms at the May meeting.  Under the bylaws the President has sole authority to call Board Meetings (officers & committee chairs) if business needs to be done between annual meetings. The bylaws are silent about calling additional general membership business meetings. 

Please quote exactly what your bylaws say concerning this rule that calls "for the approval, by acclamation, of incoming officers at that event."

[Richard Brown]

On 11/28/2023 at 10:22 AM, Josh Martin said:

Please quote exactly what your bylaws say concerning this rule that calls "for the approval, by acclamation, of incoming officers at that event."

I have been wondering the same thing and I’m anxious to see exactlywhat the bylaws say about this. I am puzzled by the bylaw provision apparently requiring that the officers be approved by acclamation at that event, especially considering the officers take office in May of each year, which is some five months after the Christmas party.   I’m also wondering whether the bylaws refer specifically to this Christmas party and whether they refer to it as a meeting or as something else.  Knowing exactly what the bylaws say about this event and about the approval by acclamation of the officers is important.

That leads to this question: when are the elections held?   It seems odd to hold a “meeting” for the approval by acclamation of the officers either seven months after they have taken office or five months before they take office. That is just plain odd.

Edited November 28, 2023 at 05:00 PM by Richard Brown
Slight change to wording of the last paragraph

[Guest Wayne B.]

Hello. I have the bylaws now.

They only mention the Holiday Party in two places, both regarding the Nominating Committee and the election of officers.

In a contested election they "Shall count the ballots and announce the results at the Holiday Party".

"In an uncontested election, the Nominating Committee's slate shall be voted in by acclamation at the Holiday Party". 

The officers serve for two-year terms. Elections occur every two years. In non-election years the party is just a party.

I hope this provides some insight into whether this party is an event where members can force a vote. 

Thanks

 

[Josh Martin]

On 11/28/2023 at 4:57 PM, Guest Wayne B. said:

In a contested election they "Shall count the ballots and announce the results at the Holiday Party".

"In an uncontested election, the Nominating Committee's slate shall be voted in by acclamation at the Holiday Party". 

I'm still of the view that this constitutes "business" and makes the holiday party (or at least a portion of it) a "meeting," at least in election years. In the absence of any rule to the contrary, it seems to me that the assembly is free to conduct such business as it wishes at the Holiday Party.

To be clear, this does not mean the assembly has to conduct other business at the business portion of the Holiday Party, or that anyone can "force" a vote. After the elections are completed, a member could certainly immediately move to adjourn. (Which is probably what I would do.) The privileged motion to adjourn is not debatable and requires a majority vote for adoption.

In the long run, it would be advisable to amend the bylaws in this matter for clarity, one way or the other. In the interim, it is ultimately up to the organization to interpret its own bylaws.

While you're at it, it might be advisable to amend the bylaws to provide some mechanism to call membership meetings other than the annual meeting in May (and at least for now, the holiday party). It sounds like at this time, there is no mechanism to do that. I don't think anyone really wants to do business at the holiday party, but members might feel right now like it's their only option.

Edited November 28, 2023 at 11:23 PM by Josh Martin

[Richard Brown]

I'm still not convinced that the "Holiday Party" is actually a meeting at which business can be conducted, but I concede it likely is such.  I think more information would be useful and it is ultimately a matter of bylaws interpretation.

Guest Wayne, do the bylaws say anything else about the Holiday Party?  Do they reference it anywhere else, such as providing that there shall be a Holiday Party in December?  I just feel like something is missing here. It might well be that the "Holiday Party" serves as the annual meeting, but I am certainly not convinced of that at the moment.    

The quoted bylaw provisions say that if an election is contested, the ballots shall be counted at the party and the winner announced.  So, I still have the question i asked earlier:  When is the annual meeting?  When do the elections take place?  If the new officers take office in May, the elections would normally take place in March or April or even in May, but not in December.  So, when do elections take place if one or more offices are contested?  

Note:  I'm leaning toward the conclusion that the Holiday Party is in fact a meeting at which any business can be conducted, but I'm just not quite there yet.

[Joshua Katz]

On 11/28/2023 at 5:57 PM, Guest Wayne B. said:

In a contested election they "Shall count the ballots and announce the results at the Holiday Party".

"In an uncontested election, the Nominating Committee's slate shall be voted in by acclamation at the Holiday Party". 

 

Based on these quotes, I will have to join the group and say this Holiday Party appears to be a meeting and other business may be conducted at it.

[Guest Wayne B.]

If an election is contested the ballots are to be submitted & must be postmarked by November 20th. The results to be announced at the Holiday Party (date unspecified). 

The Holiday Party is informal, no minutes, no committee reports, no distribution of name tags, no attendance taken, no adjournment. In election years the results are announced, or acclamation made. Announcements of hospitalizations or deaths may be made. Reminders of upcoming events may be made.

The annual May Business Meeting (AKA Membership Meeting) Is the only meeting specified in the bylaws (other than 'May' no date unspecified). The bylaws mandate no other meetings but neither do they prohibit them. Going forward we will have to more carefully clarify our intents regarding the purposes of meetings/discussions/events. We may need to review some of the bylaws.

This has been very interesting. In the 10 years I have been a member I have never heard anyone in the club refer to Roberts. Everyone referred to the bylaws when questions arose.  Voting at the annual meeting has been a simple process of discussion, motion, second, aye or no. In recent times questions have arisen where the bylaws are silent, that's when I noticed the statement in them that anything not addressed there was governed by Robert's Rules of Order. Delving into that has caused me to appreciate the potential complexities of some of our processes. 

Again, thanks to all for your thoughtful comments

 

 

[Josh Martin]

On 11/29/2023 at 8:06 AM, Guest Wayne B. said:

If an election is contested the ballots are to be submitted & must be postmarked by November 20th. The results to be announced at the Holiday Party (date unspecified). 

The Holiday Party is informal, no minutes, no committee reports, no distribution of name tags, no attendance taken, no adjournment. In election years the results are announced, or acclamation made. Announcements of hospitalizations or deaths may be made. Reminders of upcoming events may be made.

Well, you've been running the business meeting very informally. Notwithstanding this, there is no doubt in my mind that the following items constitute business in the parliamentary sense:

• In a contested election they "Shall count the ballots and announce the results at the Holiday Party".
• "In an uncontested election, the Nominating Committee's slate shall be voted in by acclamation at the Holiday Party". 

The second is quite clearly business, since the election itself (no matter how brief that election may be) is conducted at the Holiday Party.

Why the first item is business may be less clear to the casual observer. But to a parliamentarian, there is no doubt that counting the ballots and announcing the results of the election constitutes business. In most circumstances, this may be a routine affair. But Points of Order, motions for a recount, and so forth are in order following the announcement of the result. Further, in the event unclear circumstances arise in the counting of the ballots, the committee can seek instruction from the assembly.

As a result, in the future, the organization should make certain to take minutes of the business portion of the meeting, to formally call the meeting to order, and to formally adjourn the meeting.

There is no particular requirement that committees report at every meeting, and the assembly is free to omit such reports from this meeting if it wishes. RONR also has no requirement to take attendance or distribute name tags. So that is up to the organization's discretion.

On 11/29/2023 at 8:06 AM, Guest Wayne B. said:

Going forward we will have to more carefully clarify our intents regarding the purposes of meetings/discussions/events. We may need to review some of the bylaws.

I agree.

Edited November 29, 2023 at 02:27 PM by Josh Martin

[Joshua Katz]

On 11/29/2023 at 9:06 AM, Guest Wayne B. said:

Voting at the annual meeting has been a simple process of discussion, motion, second, aye or no.

Well, it's not what you're asking, but this is incorrect procedure as well. At a meeting of an assembly, as opposed to a small board or committee, there should be no discussion without a motion pending.

[Shmuel Gerber]

9:6 "Each regular meeting normally completes a separate session, as explained in 8:4 (see Adjourned Meeting, 9:17–19 below, however). Some societies have frequent meetings for social or cultural purposes at which business may be transacted, and also hold a session every month or quarter especially for business. In such societies, the term regular meeting applies particularly to the regular business session."