contradictions in amendment process

[Carmen Harris]

I chair a deliberative faculty body and am overseeing the revision our governing document. It is multifaceted including description of the body, description of how to modify the document, governance committees, and other employment related matters. Until 2021 the process to revise that document was clear. "Proposed changes to the Faculty Manual must be provided to the faculty in writing at least one month prior to the meeting at which these changes will be considered."

Since 2021 the process has been spun out. The references below are from a chapter on Faculty Governance organization. 

1) In a sub-section of 2.1 that focuses on changing the document it reads proposal process it reads:  "The Chair announces a period of faculty review and organizes the methods for gathering feedback from faculty. The Senate may request a public forum for discussion of the proposed changes.              

In coordination with Faculty Advisory, the Provost, and the Chancellor, the Chair considers faculty feedback, makes appropriate revisions, and produces a final draft of the proposed changes for the purposes of a faculty vote. The Faculty Chair presents items for a vote by the appropriate faculty body;"

There is no reference to a meeting. 

2) In a different sub-section of 2.1 on voting procedures it reads: "Proposed changes to the Faculty Manual must be provided to the Faculty in writing at least one month prior to the vote."

In another section, 2.2 of the same chapter the focus is only on meetings. It reads: "In years with substantive proposals to revise the Faculty Manual, it is recommended that the General Faculty be convened for a special meeting in March to discuss proposed revisions and prepare for a vote. This recommendation permits an opportunity to revise and reconsider the proposal before the end of the academic year. Amendments can be made from the floor and do not necessarily require an additional 30 days before the vote. Any member of the faculty may request an anonymous vote. Votes can be conducted by show of hands, written or electronic ballot during the meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)."

I have attached the full document (pages 1-2 and 5) for those who are interested. I have spoken to a parliamentarian at a different institution who suggests that as we are a deliberative body as described §1 of Robert's members have certain rights that can't be individually violated. From that the person said that it can be inferred that voting requires a meeting beforehand with the opportunity for motions and amendments. 

I am in no way opposed to motions and amendments. It may be that the material above by omitting a meeting in the process section and only recommending one in the other is out of order with Robert's. 

 

 

07-chapter2-2022facmanual72 (1).pdf

[Josh Martin]

On 2/15/2024 at 10:10 AM, Carmen Harris said:

Until 2021 the process to revise that document was clear. "Proposed changes to the Faculty Manual must be provided to the faculty in writing at least one month prior to the meeting at which these changes will be considered."

On 2/15/2024 at 10:10 AM, Carmen Harris said:

2) In a different sub-section of 2.1 on voting procedures it reads: "Proposed changes to the Faculty Manual must be provided to the Faculty in writing at least one month prior to the vote."

Still seems pretty clear to me.

On 2/15/2024 at 10:10 AM, Carmen Harris said:

I am in no way opposed to motions and amendments. It may be that the material above by omitting a meeting in the process section and only recommending one in the other is out of order with Robert's. 

I think there's two different questions here.

• Must the vote on the proposed changes occur at a meeting, or may it occur outside of a meeting?
• Are amendments in order, and if so, to what extent?

RONR provides that all business and voting must be conducted at a meeting, unless otherwise provided in the bylaws.

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." RONR (12th ed.) 45:56

It would appear from your bylaws do, in fact, provide that the vote may occur outside of a meeting, however, they provide that this cannot occur until after the meeting.

"Votes can be conducted by show of hands, written or electronic ballot during the meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)."

So yes, it appears to be correct that a meeting must be held first.

The second question is more complicated. It would appear that amendments are limited. Your bylaws provide that "Proposed changes to the Faculty Manual must be provided to the Faculty in writing at least one month prior to the vote."

While this does not completely eliminate the ability to amend the proposals from the floor, it strictly limits it to amendments which are within the "scope of notice."

"While amendments to a proposed bylaw amendment can be made in both the first and the second degrees (as applicable) and can be adopted by a majority vote without notice, they are subject to restrictions on the extent of the changes they propose.

If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6)). This restriction prevents members from proposing a slight change and then taking advantage of absent members by moving a greater one as an amendment to the amendment. Thus, if the bylaws place the annual dues of members at $10 and an amendment is pending to strike out 10 and insert 25, an amendment to change the 25 to any number between 10 and 25 would be in order, but an amendment to change the number to less than 10 or greater than 25 would not be in order, even with unanimous consent. Had notice been given that it was proposed to increase the dues to more than $25 or to reduce them below $10, members who opposed such a change might have attended the meeting to vote against the amendment." RONR (12th ed.) 57:10-11

[Carmen Harris]

On 2/15/2024 at 1:19 PM, Josh Martin said:

"Votes can be conducted by show of hands, written or electronic ballot during the meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)."

Thank you. I did not notice this. In fact that's the only mention of a meeting in that section and is easy to miss. That's why I was focusing on the part in 2.2d. Thanks. Makes sense. 

[Carmen Harris]

On 2/15/2024 at 1:19 PM, Josh Martin said:

"Votes can be conducted by show of hands, written or electronic ballot during the meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)."

Actually I'm back. that meeting in 2.2d says it is "recommended" and there's no reference to a meeting in the voting procedures section. Are recommended meetings required?  

[Josh Martin]

On 2/15/2024 at 8:58 PM, Carmen Harris said:

Actually I'm back. that meeting in 2.2d says it is "recommended" and there's no reference to a meeting in the voting procedures section. Are recommended meetings required?  

Once again, all business and voting must occur at a meeting, except to the extent your bylaws provide otherwise. The only language in the cited portions of your bylaws that I see which permits a vote to occur outside of a meeting is the sentence which provides "Votes can be conducted by show of hands, written or electronic ballot during the meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)." While this sentence does provide for an "electronic ballot over a period of three days," it also quite clearly states that this occurs "within a week after the meeting ends."

You keep noting there "is no reference to a meeting," but this is backwards. The rule isn't that your organization can hold an electronic vote outside of a meeting unless your bylaws require a meeting. It's the reverse - you have to conduct business at a meeting unless your bylaws say otherwise.

Based solely on this language, I do not see anything in your bylaws which authorizes the assembly to hold an electronic vote on amending the governing documents without holding a meeting at all. Is there other language in your bylaws which authorizes voting outside of a meeting?

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." RONR (12th ed.) 45:56

Apparently this discussion hinges on the following rule, and it is suggested that the word "recommended" means that a meeting need not be held in this matter.

"In years with substantive proposals to revise the Faculty Manual, it is recommended that the General Faculty be convened for a special meeting in March to discuss proposed revisions and prepare for a vote."

I do not read this sentence, in and of itself, to authorize a vote to be conducted on this matter without a meeting at all, especially when this sentence is read in the full context of the paragraph in which it is found and in conjunction with RONR (12th ed.) 45:56.

Of course, the word "recommended" must have some meaning. My interpretation of the sentence in question, when read in context with the rest of the paragraph, is that a meeting must be held if it is desired to amend the bylaws, and it is recommended that meeting be held in March, however, the meeting could be held in a different month.

Ultimately, of course, it will be up to your organization to interpret its bylaws. If the rules are unclear, then they should be amended for clarity.

Edited February 16, 2024 at 02:57 PM by Josh Martin

[Gary Novosielski]

On 2/15/2024 at 9:58 PM, Carmen Harris said:

Actually I'm back. that meeting in 2.2d says it is "recommended" and there's no reference to a meeting in the voting procedures section. Are recommended meetings required?  

Without a meeting there is no moving, seconding, debating, or voting.  So meetings are only required if you want to do something.

[Carmen Harris]

So my confusion is this: 

The document is segmented. 

2.1 is about the process of amending the manual only. In that section there is no reference to holding a meeting to accept amendments and the like. It says that "feedback" is collected to prepare a draft for the vote. 

That preparation for the vote implies that there is a meeting beforehand? 

2.2 is about the general faculty and 2.2d is specifically about general faculty meetings. For special meetings the text says the the chair must call a vote under certain circumstances. In the language being cited the meeting is "recommended"

This is a revision has introduced confusion in a body where most are not Robert's experts. As stated previously the language before that in the attached was simple and clear "Proposed changes to the Faculty Manual must be provided to the faculty in writing at least one month prior to the meeting at which these changes will be considered."

I'm challenged by the changes in the language which seemed to me an intent to change the process. 

Thanks for your feedback. 

[Carmen Harris]

On 2/16/2024 at 9:56 AM, Josh Martin said:

Of course, the word "recommended" must have some meaning. My interpretation of the sentence in question, when read in context with the rest of the paragraph, is that a meeting must be held if it is desired to amend the bylaws, and it is recommended that meeting be held in March, however, the meeting could be held in a different month.

Ultimately, of course, it will be up to your organization to interpret its bylaws. If the rules are unclear, then they should be amended for clarity.

I appreciate the instruction. This body, and I, are not well-trained in Robert's. Without knowing the stuff you know, confusion has ensued. I understand Section 57 and the prior expectation that a meeting had to occur in advance. However, the omission of any reference to a meeting and amendments under 2.1 seemed to be an intentional change from past practice. That led me to section 2 of Robert's (see below). I am here because the elaboration appears to have introduced inconsistency --or at least confusion--into the process. My reading was that this new process, although at variance with Robert's superseded Robert's on this matter. 

Section 2 Robert's Newly Revised 11th edition. 

•Special rules of order supersede any rules in the parliamentary authority with which they may conflict.*

•When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.

But under section 1 as a deliberative body we are suppose to deliberate. 

[Carmen Harris]

On 2/16/2024 at 9:56 AM, Josh Martin said:

Ultimately, of course, it will be up to your organization to interpret its bylaws. If the rules are unclear, then they should be amended for clarity.

I agree with this. I just tried to clarify and it got voted down. Led by the person who changed the language in the first place. 

[Josh Martin]

On 2/17/2024 at 8:15 AM, Carmen Harris said:

So my confusion is this: 

The document is segmented. 

2.1 is about the process of amending the manual only. In that section there is no reference to holding a meeting to accept amendments and the like. It says that "feedback" is collected to prepare a draft for the vote. 

That preparation for the vote implies that there is a meeting beforehand? 

2.2 is about the general faculty and 2.2d is specifically about general faculty meetings. For special meetings the text says the the chair must call a vote under certain circumstances. In the language being cited the meeting is "recommended"

This is a revision has introduced confusion in a body where most are not Robert's experts. As stated previously the language before that in the attached was simple and clear "Proposed changes to the Faculty Manual must be provided to the faculty in writing at least one month prior to the meeting at which these changes will be considered."

I'm challenged by the changes in the language which seemed to me an intent to change the process. 

Once again, ALL VOTES happen at a meeting, unless your bylaws state otherwise. It doesn't matter that there is no reference in your bylaws to a meeting being held. If RONR is your parliamentary authority, RONR already requires that votes happen at a meeting.

It may well be this was intended to be a change in the process, but if the drafters' intent was to provide that the vote could occur without any meeting being held, they did a terrible job of it.

On 2/16/2024 at 8:56 AM, Josh Martin said:

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." RONR (12th ed.) 45:56

From the cited provisions in your bylaws, the rules only provide one exception, and that exception involves a vote which takes place after a meeting.

"Votes can be conducted by show of hands, written or electronic ballot during the meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)."

I would also note the relevant rule in RONR provides that exceptions to this rule must be expressly stated in the bylaws. That is, the bylaws must specifically say the assembly can vote outside of a meeting. This can't simply be inferred from words like "recommended" and "feedback."

On 2/17/2024 at 8:28 AM, Carmen Harris said:

I appreciate the instruction. This body, and I, are not well-trained in Robert's. Without knowing the stuff you know, confusion has ensued. I understand Section 57 and the prior expectation that a meeting had to occur in advance. However, the omission of any reference to a meeting and amendments under 2.1 seemed to be an intentional change from past practice. That led me to section 2 of Robert's (see below). I am here because the elaboration appears to have introduced inconsistency --or at least confusion--into the process. My reading was that this new process, although at variance with Robert's superseded Robert's on this matter. 

Section 2 Robert's Newly Revised 11th edition. 

•Special rules of order supersede any rules in the parliamentary authority with which they may conflict.*

•When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.

But under section 1 as a deliberative body we are suppose to deliberate. 

But the "omission" of a reference to a meeting is not sufficient to authorize absentee voting.

It is entirely correct that an organization's bylaws supersede Robert's Rules of Order, and if an organization wants to entirely chuck the deliberative process out the window and conduct a vote solely by an electronic vote held outside of a meeting, it's free to do so, but the bylaws must actually say this.

If the organization does want to provide for this, I think it would be a pretty easy fix.

"Votes can be conducted by show of hands, written or electronic ballot during the a meeting, or electronic ballot over a period of three days within a week after the meeting ends (see Voting Procedures)."

I'd also probably get rid of the "recommended" language, as I think it is only causing confusion. Don't put "recommendations" in the bylaws.

Edited February 17, 2024 at 03:11 PM by Josh Martin

[Gary Novosielski]

On 2/17/2024 at 9:15 AM, Carmen Harris said:

2.1 is about the process of amending the manual only. In that section there is no reference to holding a meeting to accept amendments and the like. It says that "feedback" is collected to prepare a draft for the vote. 

That preparation for the vote implies that there is a meeting beforehand? 

Since a deliberative body can do nothing, in fact does not "exist" as such outside of the context of a meeting, the answer is clearly Yes.  In order to "collect'" information, such as committee reports or what have you, a meeting with a quorum present is required.  And if there is some other collection mechanism, a meeting is still required to consider the collected information, and absolutely necessary to make any motion as a result of considering it, prior to voting on it. 

Whenever the bylaws state that a body does something, anything, it is assumed to be in session while it does it, unless explicitly stated otherwise.

 

Edited February 17, 2024 at 06:45 PM by Gary Novosielski