Bylaw violation by rule suspension

[CornelR]

I was asked about a bylaw violation that no one objected to. Is it true that if a bylaw is violated by someone suspending that bylaw (which cannot be done), and no one objects, then whatever transpires in the way of motions and other business proceeding from the violated bylaw stands?

Or worded differently, is any part of a meetings business invalidated by that business being completed as a result of suspending a bylaw. They did not give me a lot of detail and I can go back and get some more if necessary, but generally speaking their concern is, if business was conducted specifically resulting from suspending a bylaw, is that business valid? I understand that if no one objected to it then the results stand even though it violated a bylaw.

[Joshua Katz]

On 12/19/2023 at 10:02 AM, CornelR said:

Is it true that if a bylaw is violated by someone suspending that bylaw (which cannot be done), and no one objects, then whatever transpires in the way of motions and other business proceeding from the violated bylaw stands?

There is a principle of timeliness, but I think this is too broad a statement to be accurate.

On 12/19/2023 at 10:02 AM, CornelR said:

Or worded differently, is any part of a meetings business invalidated by that business being completed as a result of suspending a bylaw.

Possibly.

On 12/19/2023 at 10:02 AM, CornelR said:

if business was conducted specifically resulting from suspending a bylaw, is that business valid? I understand that if no one objected to it then the results stand even though it violated a bylaw.

This is not quite right, as I suggested above. A bylaw violation, so long as it remains in effect, is always a continuing breach, and so an objection is timely until it is no longer in effect. But I'm a little confused as to what happened. 

On 12/19/2023 at 10:02 AM, CornelR said:

if a bylaw is violated by someone suspending that bylaw (which cannot be done), and no one objects, then whatever transpires in the way of motions and other business proceeding from the violated bylaw stands

I'm having trouble thinking of how it can be that a) a bylaw is not in the nature of a rule of order, and b) is suspended anyway with no bylaw permitting same, and c) other business proceeds or motions transpire as a result. (As a note, it is never in order to move to suspend a particular rule. You move to suspend any rules prohibiting a certain result.) 

So I think I need a little more detail to say whether a particular instance is going to be continuing or not.

[CornelR]

On 12/19/2023 at 7:02 AM, CornelR said:

I was asked about a bylaw violation that no one objected to. Is it true that if a bylaw is violated by someone suspending that bylaw (which cannot be done), and no one objects, then whatever transpires in the way of motions and other business proceeding from the violated bylaw stands?

Or worded differently, is any part of a meetings business invalidated by that business being completed as a result of suspending a bylaw. They did not give me a lot of detail and I can go back and get some more if necessary, but generally speaking their concern is, if business was conducted specifically resulting from suspending a bylaw, is that business valid? I understand that if no one objected to it then the results stand even though it violated a bylaw.

Earlier I mentioned a central committee violating their bylaws.  The situation proceeded as follows:

At the June regular meeting, the current chairman let the committee know that he would be resigning August 1 and that at the next regular meeting in July they would elect the new chair.  This satisfied the seven days notice referenced in section 9 below, although it does violate the requirement for the vice chair to assume the duties and give seven days notice within 30 days.

At that meeting, the chairman ran the meeting, this was objected to.  Upon electing a new chair, they then proceeded to suspend the rules for notice because the vice chair was elevated to chair and his office had to be replaced.  Section 11 requires notice to be given for that election.  They then proceeded to suspend the rules again because they had to elect a new State committeeman because he was elevated to a different position.

It would be those two offices that they elected that we believe violated the requirement to give notice.  And it was that notice requirement that was suspended.

Strictly speaking, of course the rule for the Vice Chairman to give notice to replace a resigned share was also violated.  The chair gave that notice and then ran the meeting.  He wasn't to resign for I believe another week after this meeting was held.  So there is the issue that he was still the chair for another week even after they elected a new chair that evening.  These are ancillary issues though.

I actually provided them an entire affidavit detailing all the numerous violations that occurred in that meeting but this seems to be the one that has become the focus of the situation.  So, the real question is, since we know the officers will legally elected, do they keep their positions or should another meeting be called for a proper election of officers?

 

Relevant bylaws:

Section 9: If the office of the County Chairman becomes vacant, by reason of resignation, death or otherwise, the Vice Chairman shall assume all duties of the Chairman and, within thirty (30) days after giving at least

seven (7) days notice, call a Central Committee meeting for the purpose of electing a new County Chairman. If the Vice Chairman does not call such meeting within thirty (30) days, the State Chairman shall call a county Central Committee meeting with seven (7) days notice, for the purpose of electing a new County Chairman

Section 10: If the office of State Committeeman, State Committeewoman or State Youth Committeeperson becomes vacant, by reason of death or otherwise, the County Chairman shall, within thirty (30) days after giving at least seven (7) days notice call a County Central Committee meeting for the purpose of filing such vacancy.

Section 11: If the office of Vice Chairman, secretary or treasurer becomes vacant because of resignation, death or otherwise, the county chairman shall, within thirty (30) days and after giving at least seven (7) days notice, call a County Central Committee meeting for the purpose of filling the vacancy.

Edited December 19, 2023 at 06:54 PM by CornelR

[Joshua Katz]

You are wise, I think, to focus on the key issue rather than litigating everything.

In my opinion, this is not a "speak up or not or forever hold your peace" situation. Rather, when an election is held illegally, I would say a point of order remains timely so long as the supposedly elected officers remain in office. Nor do I think the bylaw reuqirement for notice could validly be suspended. So I think a point of order remains valid.

I do not think it makes a difference that one can game out that the same result will obtain. People can change their minds. Different people may attend. Besides, that's not what happened. 

[Josh Martin]

On 12/19/2023 at 9:02 AM, CornelR said:

I was asked about a bylaw violation that no one objected to. Is it true that if a bylaw is violated by someone suspending that bylaw (which cannot be done), and no one objects, then whatever transpires in the way of motions and other business proceeding from the violated bylaw stands?

It depends on the nature of the rule which has been violated. See RONR (12th ed.) 23:5-6.

On 12/19/2023 at 9:02 AM, CornelR said:

Or worded differently, is any part of a meetings business invalidated by that business being completed as a result of suspending a bylaw. They did not give me a lot of detail and I can go back and get some more if necessary, but generally speaking their concern is, if business was conducted specifically resulting from suspending a bylaw, is that business valid?

I lack sufficient facts concerning the nature of the violation to answer this question.

On 12/19/2023 at 9:02 AM, CornelR said:

I understand that if no one objected to it then the results stand even though it violated a bylaw.

That's not necessarily correct. Again, it depends on the nature of the rule which has been violated.

On 12/19/2023 at 10:00 AM, Joshua Katz said:

A bylaw violation, so long as it remains in effect, is always a continuing breach, and so an objection is timely until it is no longer in effect.

RONR does not categorically say that a violation of the bylaws is a continuing breach. RONR provides that a main motion which has been adopted that conflicts with the bylaws is a continuing breach. Other violations of the bylaws may or may not be a continuing breach, depending on the nature of the rule which has been violated.

On 12/19/2023 at 12:52 PM, CornelR said:

I actually provided them an entire affidavit detailing all the numerous violations that occurred in that meeting but this seems to be the one that has become the focus of the situation.  So, the real question is, since we know the officers will legally elected, do they keep their positions or should another meeting be called for a proper election of officers?

Thank you for these additional facts.

Rules concerning previous notice may not be suspended, and a violation of rules concerning previous notice is a continuing breach. So a Point of Order concerning that matter could be raised at any time during the service of these newly elected officers. The chair will rule on that point, subject to appeal. If the assembly determines the election to be null and void, then another election would need to be held, pursuant to the requirements in the organization's bylaws.

[Joshua Katz]

On 12/19/2023 at 2:17 PM, Josh Martin said:

RONR does not categorically say that a violation of the bylaws is a continuing breach. RONR provides that a main motion which has been adopted that conflicts with the bylaws is a continuing breach. Other violations of the bylaws may or may not be a continuing breach, depending on the nature of the rule which has been violated.

On 12/19/2023 at 1:52 PM, CornelR said:

Good distintion, thanks. In this context, it appears a main motion was adopted in violation of the bylaws.

 

[Bruce Lages]

I would just point out, relative to your inclusion of your bylaws Section 9 as relevant, that at no time during what occurred was the office of county chairman actually vacant. The resigning chair gave notice of his resignation at a June meeting, to take effect on August 1, and therefore was still chair at the meeting in July when an election for a new chair was to take place. I don't see any reason why the vice chair should have provided notice of the election and called a meeting since the chair position was not vacant.

The other issues regarding previous notice requirements still need to addressed, though since it appears that those requirements may not have been followed.

[Joshua Katz]

On 12/19/2023 at 3:18 PM, Bruce Lages said:

I would just point out, relative to your inclusion of your bylaws Section 9 as relevant, that at no time during what occurred was the office of county chairman actually vacant. The resigning chair gave notice of his resignation at a June meeting, to take effect on August 1, and therefore was still chair at the meeting in July when an election for a new chair was to take place.

Then why was an election being held? I'm not clear how the chair giving advance notice of his resignation allows for an unnoticed election.

[Bruce Lages]

Several elections appear to have been held. I don't see any issue with the election to replace the resigning chair. We are told that the chair announced his resignation, as of August 1, at the June meeting, and also announced that an election to choose a new chair would be held at the July meeting. So, for that election, notice was indeed given. I  don't see any legitimate basis for the side issues about the vice chair not assuming the duties of chair and not giving the notice of election, or the objections to the current chair running the meeting, since the current chair was still in office at this time.

However, the two additional elections that we are told took place at this July meeting - one for the position of vice chair because the vice chair had been elected to succeed the chair, and one for a state committeeman -were indeed held without notice. The OP states that the notice requirement was suspended, and under the rules in RONR, and apparently under the organization's own rules as well, notice of these elections was required. That would constitute a continuing breach.

 

[CornelR]

On 12/19/2023 at 12:18 PM, Bruce Lages said:

I would just point out, relative to your inclusion of your bylaws Section 9 as relevant, that at no time during what occurred was the office of county chairman actually vacant. The resigning chair gave notice of his resignation at a June meeting, to take effect on August 1, and therefore was still chair at the meeting in July when an election for a new chair was to take place. I don't see any reason why the vice chair should have provided notice of the election and called a meeting since the chair position was not vacant.

The other issues regarding previous notice requirements still need to addressed, though since it appears that those requirements may not have been followed.

Agreed. I pointed that out to them as well. It has just become focused only on the violation of the notice bylaw.

[CornelR]

Thank you all. We had this pegged correctly. Hopefully the committee can rectify the situation. Your clear answers will help immensely.