Motions regarding Meeting Minutes at a Special Meeting

[Dan Honemann]

On 3/29/2024 at 10:57 AM, J. J. said:

The substance is forcing the secretary to do something beyond his duties. 

Let me expand a bit.  Members named to the committee would, in theory, have to consent to serve and to the conditions of service.  In theory, someone could decline election to that committee.  Assigning something to the secretary outside of the meeting is something beyond something that would  "arise in connection with the transaction of such business or the conduct of the meeting."

 

 

On 3/29/2024 at 12:59 PM, J. J. said:

This is not a question of merely the publication of the minutes, but the ordering of secretary to do something not required by rule or bylaw and something that is to be done outside of the meeting. 

 

On 3/30/2024 at 6:46 AM, Dan Honemann said:

I gather that you would be making this same argument if this were all happening at a regular meeting rather than a special meeting.  Have I got this right?

 

On 3/30/2024 at 8:06 PM, J. J. said:

Yes, and no.  I think both would be in order at a regular meeting. 

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

A while back, I made reference to "a motion directing the secretary to publish a draft of the minutes within a certain period of time".  Although I think such a motion might well be one arising in connection with the transaction of business at a special meeting, it may not be in order for the reason stated above. If so, it could instead be a motion requesting the secretary to publish a draft of the minutes within a certain period of time.

 

[J. J.]

On 3/31/2024 at 8:25 AM, Dan Honemann said:

 

 

 

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

A while back, I made reference to "a motion directing the secretary to publish a draft of the minutes within a certain period of time".  Although I think such a motion might well be one arising in connection with the transaction of business at a special meeting, it may not be in order for the reason stated above. If so, it could instead be a motion requesting the secretary to publish a draft of the minutes within a certain period of time.

 

That was not the original posters question, though it could be out of order on the ground that it adds a duty to the secretary that he does not have. 

That is a different question, though it may lead to the result of the motion being void.

Edited to add:  I do think that a request of the secretary would be in order, even at a special meeting.  It does not impose a duty on the secretary and only expresses the assembly's desire within the meeting. 

Edited March 31, 2024 at 01:18 PM by J. J.
Adding

[Richard Brown]

I'm late to this particular party, but I agree with Mr. Gerber, Dr. Kapur, and, I believe with Mr. Honemann.   I believe the motion at the special meeting (assuming it really was a special meeting or convention, which is a subject for another thread) for the secretary to "publish" the minutes of said meeting within a certain number of days was proper and in order pursuant to RONR 9:15. BTW, I do not necessarily interpret the word "publish" to mean to actually mail or email the minutes to the members or delegates unless the motion actually said so, but merely to make them available to the members in the usual way, possibly by posting them on the organization's website.

[J. J.]

On 3/31/2024 at 8:25 AM, Dan Honemann said:

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

A while back, I made reference to "a motion directing the secretary to publish a draft of the minutes within a certain period of time".  Although I think such a motion might well be one arising in connection with the transaction of business at a special meeting, it may not be in order for the reason stated above. If so, it could instead be a motion requesting the secretary to publish a draft of the minutes within a certain period of time.

@Richard BrownIf I understand this correctly, Mr. Honemann is suggesting that motion itself is out of order without regard to a special meeting. 

[Lanie]

On 3/31/2024 at 8:25 AM, Dan Honemann said:

 

 

 

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

A while back, I made reference to "a motion directing the secretary to publish a draft of the minutes within a certain period of time".  Although I think such a motion might well be one arising in connection with the transaction of business at a special meeting, it may not be in order for the reason stated above. If so, it could instead be a motion requesting the secretary to publish a draft of the minutes within a certain period of time.

 

Would it make a difference to know that no point of order was raised at the time, and the original motion was amended on the floor from 1 day (which his usual turn-around time)  to the 3 day time frame that the secretary agreed to?   

 

[Josh Martin]

On 4/20/2024 at 7:36 AM, Lanie said:

Would it make a difference to know that no point of order was raised at the time, and the original motion was amended on the floor from 1 day (which his usual turn-around time)  to the 3 day time frame that the secretary agreed to?   

No, it would not make any difference. The alleged violation here relates to a rule which protects absentees. To the extent such a violation has in fact occurred, that would be a continuing breach, so the fact that a Point of Order was not raised at the time is immaterial.

The fact the Secretary agreed to this may well make the whole issue moot if the Secretary is still willing to stand by that agreement and voluntarily produce and publish the minutes as requested. But if the Secretary has changed their mind since then, I don't think this solves anything.

[Drake Savory]

On 3/29/2024 at 10:59 AM, J. J. said:

This goes beyond something "arise in connection with the transaction of such business or the conduct of the meeting." 

Could the argument be made that preparing the draft minutes in a timely manner actually is in connection with the business of the next meeting considering that is where the draft minutes will be read and approved/amended? 

[J. J.]

On 4/20/2024 at 10:22 AM, Josh Martin said:

No, it would not make any difference. The alleged violation here relates to a rule which protects absentees. To the extent such a violation has in fact occurred, that would be a continuing breach, so the fact that a Point of Order was not raised at the time is immaterial.

The fact the Secretary agreed to this may well make the whole issue moot if the Secretary is still willing to stand by that agreement and voluntarily produce and publish the minutes as requested. But if the Secretary has changed their mind since then, I don't think this solves anything.

Another point raised was that the motion was out of order because it assigned an additional duty to the secretary beyond what was required in the bylaws. 

On 3/31/2024 at 8:25 AM, Dan Honemann said:

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

I did not initially raise that point.

 

Edited April 20, 2024 at 02:39 PM by J. J.

[J. J.]

On 4/20/2024 at 10:38 AM, Drake Savory said:

Could the argument be made that preparing the draft minutes in a timely manner actually is in connection with the business of the next meeting considering that is where the draft minutes will be read and approved/amended? 

No, because in this case the next convention is a special convention as well.  The next regular convention is in 2025. 

[Josh Martin]

On 4/20/2024 at 9:38 AM, J. J. said:

Another point raised was that the motion was out of order because it assigned an additional duty to the secretary beyond what was required in the bylaws. 

Yes, to the extent this is correct, this would mean this would be a main motion which conflicted with the bylaws, which would also be a continuing breach.

Again, however, I think the issue would be moot if the Secretary (still) voluntarily agrees to perform this task. (Although I gather the Secretary has likely changed their mind, which is what gives rise to this argument.)

[J. J.]

On 4/20/2024 at 11:14 AM, Josh Martin said:

Yes, to the extent this is correct, this would mean this would be a main motion which conflicted with the bylaws, which would also be a continuing breach.

Again, however, I think the issue would be moot if the Secretary (still) voluntarily agrees to perform this task. (Although I gather the Secretary has likely changed their mind, which is what gives rise to this argument.)

I'm in complete agreement.  As a factual matter, the secretary did not change his mind and did submit the information. 

In fact, the information he submitted led to an appeal to their Judicial Committee, ironically. 

[Josh Martin]

On 4/20/2024 at 10:36 AM, J. J. said:

I'm in complete agreement.  As a factual matter, the secretary did not change his mind and did submit the information. 

In fact, the information he submitted led to an appeal to their Judicial Committee, ironically. 

Well, now I'm confused, but I suppose it will ultimately be up to the organization to resolve this matter.

[J. J.]

On 4/20/2024 at 11:53 AM, Josh Martin said:

Well, now I'm confused, but I suppose it will ultimately be up to the organization to resolve this matter.

The information was submitted to the members and, as a result, an appeal was filed on a related matter. 

[Dan Honemann]

On 4/20/2024 at 8:36 AM, Lanie said:

Would it make a difference to know that no point of order was raised at the time, and the original motion was amended on the floor from 1 day (which his usual turn-around time)  to the 3 day time frame that the secretary agreed to?   

 

 Yes, I think it does make a difference.

As I may have previously indicated, I think that a motion regarding the timeframe for publishing the minutes of a meeting currently in session is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting", thus permitting its consideration at a special meeting even although it was not mentioned in the call.  

My concern was with the fact that the motion appeared to be a motion directing the secretary to perform a duty which the bylaws place him under no obligation to perform.  If, as now appears to have been the case, the secretary had previously agreed to perform this duty, it seems to me that the motion may well have been in order.

[J. J.]

On 4/20/2024 at 3:36 PM, Dan Honemann said:

 Yes, I think it does make a difference.

As I may have previously indicated, I think that a motion regarding the timeframe for publishing the minutes of a meeting currently in session is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting", thus permitting its consideration at a special meeting even although it was not mentioned in the call.  

My concern was with the fact that the motion appeared to be a motion directing the secretary to perform a duty which the bylaws place him under no obligation to perform.  If, as now appears to have been the case, the secretary had previously agreed to perform this duty, it seems to me that the motion may well have been in order.

If the secretary did not previously agree to perform the duty, I would take it to be out of order?   

[Dan Honemann]

On 4/20/2024 at 7:40 PM, J. J. said:

If the secretary did not previously agree to perform the duty, I would take it to be out of order?   

Yes, I think that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  

[Lanie]

On 4/20/2024 at 7:53 PM, Dan Honemann said:

Yes, I think that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  

I am admittedly out of my depth here.  But the Secretary has always been responsible for producing the minutes.  The bylaws don't specifically mention the minutes, but nobody has ever argued that he is not responsible for producing them.

 

Quote

The secretary shall be the recording officer of the Party, and be responsible for ensuring that member-accessible archives are preserved. Excepting the Party newsletter or press releases, the secretary shall be responsible for all regular communications within the Party and between the Party and outside individuals, groups, and organizations.

 

[Dan Honemann]

On 4/21/2024 at 4:23 PM, Lanie said:

I am admittedly out of my depth here.  But the Secretary has always been responsible for producing the minutes.  The bylaws don't specifically mention the minutes, but nobody has ever argued that he is not responsible for producing them.
 

We were referring to the non-existent duty to publish the minutes within the specified period of time.