Ratifying a convention call

[Guest Greg Smisek]

Our local political party unit's constitution provides that a special convention "shall be held at the direction of the majority of the Executive Committee.... The call for a convention shall be sent ... to each ... delegate and alternate at least ten (10) days before the convention."

We have just enough time to call the convention, but we don't have the additional time required to call a special meeting of the Executive Committee to authorize the special convention (and there is no provision in our bylaws for any kind of vote outside a meeting).

We've never called such a special convention, so there is no precedent regarding what "direction of the majority of the Executive Committee" means (and it's the only place this precise phrase is used in our constitution). Would it be reasonable to interpret such language to include direction by a majority of the members of the Executive Committee, provided individually by email or phone?

Alternatively, if more than 10 days before the convention, the chair were to send out the call, thus exceeding his authority, and the Executive Committee were to later ratify his action, less than 10 days before the convention, is the convention properly called?

If the latter cures the call, what if the Executive Committee were to ratify the chair's action only after the convention? Would the ratification still make the convention to be properly called? Let's assume here that no one makes a point of order at the convention regarding the call.

[Josh Martin]

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

Our local political party unit's constitution provides that a special convention "shall be held at the direction of the majority of the Executive Committee.... The call for a convention shall be sent ... to each ... delegate and alternate at least ten (10) days before the convention."

We have just enough time to call the convention, but we don't have the additional time required to call a special meeting of the Executive Committee to authorize the special convention (and there is no provision in our bylaws for any kind of vote outside a meeting).

I understand this to mean that it is not possible for the Executive Committee to meet within sufficient time to authorize the call prior to the meeting, in order to hold the special convention on the desired date.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

We've never called such a special convention, so there is no precedent regarding what "direction of the majority of the Executive Committee" means (and it's the only place this precise phrase is used in our constitution). Would it be reasonable to interpret such language to include direction by a majority of the members of the Executive Committee, provided individually by email or phone?

In my opinion, no, unless there is other language in the bylaws (or perhaps applicable law) suggesting as much. Based solely upon the language provided, my interpretation would be that the rules in RONR in this matter are controlling, and that the Executive Committee may act only at a regular or properly called meeting of the Executive Committee.

"Under the general parliamentary law, business is transacted in large boards according to the same rules of procedure as in other deliberative assemblies. In smaller boards, these rules apply as far as practicable, with the exceptions noted below. In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16

Ultimately, however, it is up to the organization to interpret its own bylaws.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

Alternatively, if more than 10 days before the convention, the chair were to send out the call, thus exceeding his authority, and the Executive Committee were to later ratify his action, less than 10 days before the convention, is the convention properly called?

That's an interesting question. I think this is somewhat of a gray area, but I would tentatively lean toward "yes." Although this will create a very awkward situation if the Executive Committee does not ratify the action, so the chair had better be certain that it will be ratified.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

If the latter cures the call, what if the Executive Committee were to ratify the chair's action only after the convention? Would the ratification still make the convention to be properly called? Let's assume here that no one makes a point of order at the convention regarding the call.

No, I don't think this would be permissible.

For starters, let's not assume that everyone agrees to ignore the rules. If the convention is not properly called, the chair's duty is to make a ruling to that effect, and it is the duty of every member to raise a Point of Order to that effect if the chair fails to do so.

But even ignoring that issue, it would seem to me that if the issue of the call is not resolved prior to the convention, then the convention has not been "held at the direction of the majority of the Executive Committee." As a consequence, the convention is not a properly called meeting, and I don't think the Executive Committee can properly authorize the call of a convention which has already occurred.

So it would seem to me that if this strategy is pursued, an Executive Committee meeting should be held as soon as possible, and certainly prior to the convention being called to order.

Edited April 15, 2024 at 01:36 PM by Josh Martin

[Guest Greg Smisek]

Thank you, Mr. Martin, for your detailed response. You have correctly restated the situation. I suspected those would be the answers and advice.

In the second scenario (ratification, less than 10 days before the convention, of the chair's action of issuing the call, sent 10 days before the convention), is the tentativeness with respect to whether a call issued in excess of the issuer's authority can be ratified or whether the 10-day notice would thereby be fulfilled? It seems to me that, although not advisable as SOP, this scenario would fulfill the purposes of advance notice of the special meeting/convention (providing the date, time, and place and business items), as long as the text of the call as ratified is the same as the text that was sent out to the delegates and alternates.

[Gary Novosielski]

At the risk of appearing to speak for Mr. Martin, I suspect the tentativeness arises out of the fact that a motion to Ratify is not adopted until it is adopted, and that is never a certainty until the last vote is counted, and the result announced by the chair.

[Guest Greg Smisek]

Thank you, Mr. Novosielski, for your response. We are willing to take that execution risk (we are communicating with the Executive Committee members beforehand, albeit not in a properly-called meeting). I'm more concerned with any possible invalidating principles lurking in Mr. Martin's "somewhat of a gray area" characterization.

[Dan Honemann]

For whatever it's worth, I agree with Mr. Martin that if notice in proper form is sent out by the chair prior to the 10 day deadline, the special convention will have been properly called if this action taken by the chair is ratified by the Executive Committee prior to the date on which the convention is to be held.

This is assuming that all relevant and material facts have been stated here in this discussion and that the rules in RONR (12th ed.) 10:54-56 are controlling.

[Josh Martin]

On 4/15/2024 at 12:58 PM, Guest Greg Smisek said:

In the second scenario (ratification, less than 10 days before the convention, of the chair's action of issuing the call, sent 10 days before the convention), is the tentativeness with respect to whether a call issued in excess of the issuer's authority can be ratified or whether the 10-day notice would thereby be fulfilled?

It is with respect to whether it can be ratified. I can certainly see a reasonable alternative view that, in order for the meeting to be properly called, the call must be valid at the time it was issued.

My personal view, however, is that the issuance of the call can be ratified so long as this occurs prior to the occurrence of the meeting for which the call is issued, and it appears I am in good company.

I do not think there is any question as to whether "the 10-day notice would thereby be fulfilled." As I understand it, the proposal is that the notice would be sent no later than ten days before the convention.

On 4/15/2024 at 1:05 PM, Gary Novosielski said:

At the risk of appearing to speak for Mr. Martin, I suspect the tentativeness arises out of the fact that a motion to Ratify is not adopted until it is adopted, and that is never a certainty until the last vote is counted, and the result announced by the chair.

Well, that too.

[Guest Greg Smisek]

Thank you, gentlemen, for your assistance. The call has been sent. On to calling the Executive Committee meeting to take care of the next step.