Special Meetings Called and Chaos Arrived.

[Guest the Squeaky Wheel]

I have been researching for days of the proper way, per the RROO, how to go about this. Your input would be greatly appreciated and if we have any concern and rights to move forward.  

Per our Bylaws, they reference Roberts Rules of Order,  Second Edition.  Yes, these bylaws were originally made 50 years ago. 

Back story, We are a Farmer's Market, we have a President that has been around for 10 years, 2 additional Officers (VP & Secretary/Treasurer) and 4 Board Members. We only have 2 meetings a year unless we have a Special Meeting which is extremely rare. We have 77 Members and almost half are Crafters,  they have zero to very little knowledge of the Robert's Rules of Order. After this meeting,  I am planning of making sure our Members have the ability to get a Intro to Roberts Rules of Order class so they can better participate in these meetings in a fair playing ground.  

We had a Board Meeting vote in July, the decision was found that a person was not eligible to be at our Market. This subject was put on the Fall Agenda for the Membership to make final. The President did not like the results so she called a Special Meeting and sent this out to the Membership without any Board Members knowledge, including the Secretary. She also do not notify them of the Board Vote, she said it was about a complaint.  Instantly, made us all become suspicious.  

The Meeting Notice stated she called the Meeting, on a certain day, and time but the location would be determined later. 

Here are the facts that matter:

-she called the meeting July 29th 11:59pm for the meeting to be held on August 5th 7pm. Not actually 7 days from the start of the meeting. 

-the location was given to the Membership via email, August 4th 10:45pm. Less then 24 hours before the meeting. 

Here are the Bylaws for these situations: The President may call a special meeting or five (5) members submitting a written request to the
Secretary/Treasurer may call a special meeting. Notice of a special meeting must be mailed or emailed to
the membership at least seven (7) days prior the meeting date, except for matters of disciplinary business

Another issue that came to light at the meeting: she stated in the notice that the meeting was being called because a complaint was made and that the vendor that had the complaint was going to speak first and then discussion could take place after. Since the Board was not being spoken to, we assumed it was the Vendor that was voted not eligible. It came to light that no complaint was made and when pressured by Membership, she admitted she didn't agree with the Boards decision and wanted the rule to be voted out so this vendor could join. There was no complaint file. (At this time, the Rule had already been voted to be removed, and passed) So is a Reason for a Special Meeting under False Pretenses a valid meeting?

Our Standing Rules state Vendors can file a complaint with Management and pay $50 for an investigation into the complaint.  No complaint was filed so her statement was False and proof with lack of complaint.  Though she admitted it was not true, she still got her rule to be removed. 

Board Members were not all in attendance: Many Vendors and BMs live hours away and attended this meeting. The Secretary was contacted by 3 BMs and asked her to tell the President we were all stuck in traffic and to wait for us. There was a fatal car wreck that caused a traffic jam for hours. 2 of the BMs (5 minutes late and 15 minutes late) made it to the meeting, the VP had to turn around after already being late by 20 minutes since the start. He sent an email at 7:20 way after the start of the meeting, stating he was not going to get to the meeting and wouldn't arrive for a other hour or so. The Secretary requested the President to wait till we showed up and she ignored the Secretary and began the meeting after she was told we (the opposing votes) were stuck in traffic. She could have tabled the subject and talked about the 2 other things on the agenda but she didn't. She had the Rule in controversy voted away with within 5 minutes of the meeting. Id love your thoughts on that. 

No Bylaws about this.

When I arrived, I was informed that the vote was about to take place to be removed from the Standing Rules. I requested to discuss it and explained their rights as a Member and not to vote it away, to amend it. The Membership called to vote after the discussions and one of the Members ask the President,  so to fix the rule,  we have to vote them away to replace them, she said yes, which is a lie. Again, most of these people trust the President to do the right thing and they do not know Robert's Rules of Order, I have no idea what was said to Membership and the other Board Members will cover for the President. What then transpired after this is what concerned me. The President knowing I was the opposing party, she did her best to "not see me" when I was requesting to speak, or when Members asked my opinion on things she would call on someone else before I could speak, she would speak over me if I was speaking and at one point, we had numerous members started raising their voices at her to allow me to speak. 3 times,  the Membership wanted to undo there vote and go back before the vote happened, I believe this is a Motion to Rescind, but the term used was "Mulligan" and this Member explained it was go back prior to the vote. The president was playing stupid like she didn't understand and then she would say, things like we can not do that or we need a solution before we can replace it. Any solution brought up by the Members, she would say would not work as an amendment.  3 times, people tried to call for it to go back BUT she wouldn't except it because we didn't use the proper term to go to a motion, again, she couldn't do that or ask for a second because she didn't understand what they wanted to do, she was playing stupid. She in turn forced the Membership to keep the Rule to be removed,  and would not allow them to amend it because it had been removed, nor guide them to the solution.  The Membership did present the idea of a Special Committee to work on this subject and bring it back to the Fall Meeting.  Id love your thoughts on this situation.  Also, I was looking at the rules and if this would have been considered a Motion to Rescind (without using those words during the meeting), it would not have needed a second and should have went to a vote, is that correct? Also, the person that requested for a "Mulligan" was the person that put the vote up to do away with the rule. With an addition of 2 more people as well. 

Impartiality is also in question, the President voted, I was told she debated and told the Membership what needed to be done to fix this rule issue (which was a lie). She did not step down for this, she was the Chair for the whole meeting.

Quorum is in question: From what I had been told,  the quorum at the beginning of the meeting was the 25% of the Membership, if it was made, it was very narrow. However, I wasn't able to sign in for the meeting because it started before I arrived but I knew there was a handful of people there were not members,  which are not supposed to vote but may have, I have no idea, it was just chaos.  Because of the chaos that had broke out and she was not allowing any solutions,  numerous members up and left. It was brought to my attention (a few days later) that a Member did approach a Board Member and said they believe the Quorum was lost. So this BM decided to do a head count during the meeting, a head count doesn't matter when you have spouses and more then one person per business, each business is 1 vote, so head counts are irrelevant. I had actually been asked to speak to someone out of the room and there was not a recess called for me to leave,  so I had to walk out.  There was 5 other people out in the hall and while we were in the hall, they took a vote on another subject, we had no idea. A New Quorum was not counted prior to the vote even though the Member brought it to a BMs attention. I had since asked the Secretary for the attendance sheet and she said the President kept it, and she is not speaking to the opposing side so I don't believe we will be able to get it. I do have numerous vendors I can get statements from about all this or not being present for a vote, or having to leave early.  From what I had read, this can be something that can be difficult to prove but wouldn't they have to prove they had the quorum too? Also, looking at our bylaws, Quorum says 25% but is that to vote or to just have enough to speak?

In order to pass in the Standing Rules: These rules shall receive a
majority vote of quorum, and may be changed during any regular or special meeting.

Bylaws: The quorum for both regular and special meetings shall be 25% of the voting membership of the organization.

Would this be correct that out of 77 Members,  only 11 would need to pass a Standing Rule Change? 

Lastly, the Special Committee was something the Membership felt would be a neutral party and will report back to the Board a month before our Fall Meeting. The Membership voted for the committee and us Board Members picked 2 from each "industry" to represent and 1 extra, with 9 members total. An hour after the meeting, the president put an email out to the Committee that she will be heading it up. I contacted the Secretary and asked if she knew this and she said that the President told her later in the meeting to put her name on the committee. The Committee is very upset and most disagree with her bring there and her "friends" are fighting to have her on. Is there anything in the Roberts Rules of Order about that being a conflict? It has became a debate with this new committee to get the President removed. Many Members are scared to say anything because of the possibility of retaliation from the President. 

Bylaws of a Ad Hac Committee: The President and /or the Board of Directors may appoint any other special or “Ad Hoc” committees as they deem necessary and empower those committees with such authority as needed to conduct business.

After speaking with numerous Members,  they have asked me to see what I can do within our rights as a Market. They feel tricked and deceived because of the outcome of the Meeting. I am hoping to find a way to Null and Void the Meeting so we do not have to call another Special Meeting,  I think people are not wanting to go through this all over again. They just wish it never happened. Also, the next scheduled meeting is mid-November. This time frame is a problem because the vote she had removed could change the dynamics and well being of the Market. 

Any input would be greatly appreciated. I am willing to do what I can for the Membership but I want to know if we have anything worth pursuing here. 

Thank you for your time! 

[Josh Martin]

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Per our Bylaws, they reference Roberts Rules of Order,  Second Edition.

They specifically say Second Edition? Could you quote exactly what your bylaws say on this subject?

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Yes, these bylaws were originally made 50 years ago. 

I mean, that doesn't fully explain it. 50 years ago, the most current edition would have been the Seventh Edition, published in 1970. The Second Edition was published in 1876, which is nearly 150 years ago.

To the extent your bylaws do, in fact, specify the Second Edition, this should be corrected as soon as possible. There have been significant developments in parliamentary law since 1876. I also do not have a copy of the Second Edition, but to the extent it becomes necessary, I'll try to refer to the First Edition, which I was able to find online. I believe the differences between the two were relatively minor. (So far as I can tell, however, I don't think this Second Edition issue makes a difference in the answers to the questions asked here.)

"This Twelfth Edition supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe “Robert's Rules of Order,” “Robert's Rules of Order Revised,” “Robert's Rules of Order Newly Revised,” or “the current edition of” any of these titles, or the like, without specifying a particular edition. If the bylaws specifically identify one of the eleven previous editions of the work as parliamentary authority, the bylaws should be amended to prescribe “the current edition of ‘Robert's Rules of Order Newly Revised'” (see 56:66)." RONR (12th ed.) pg. vii.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

We had a Board Meeting vote in July, the decision was found that a person was not eligible to be at our Market. This subject was put on the Fall Agenda for the Membership to make final. The President did not like the results so she called a Special Meeting and sent this out to the Membership without any Board Members knowledge, including the Secretary. She also do not notify them of the Board Vote, she said it was about a complaint.  Instantly, made us all become suspicious.  

Please clarify what you mean by this. Do you mean that the President did not notify board members of the special meeting prior to sending the call? Or do you mean that the board members (who I presume are also members of the society) did not even receive the call of the special meeting?

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

The Meeting Notice stated she called the Meeting, on a certain day, and time but the location would be determined later. 

Here are the facts that matter:

-she called the meeting July 29th 11:59pm for the meeting to be held on August 5th 7pm. Not actually 7 days from the start of the meeting. 

-the location was given to the Membership via email, August 4th 10:45pm. Less then 24 hours before the meeting. 

Here are the Bylaws for these situations: The President may call a special meeting or five (5) members submitting a written request to the Secretary/Treasurer may call a special meeting. Notice of a special meeting must be mailed or emailed to the membership at least seven (7) days prior the meeting date, except for matters of disciplinary business.

The special meeting in question was not properly called. As a result, the meeting itself, as well as any business conducted at the meeting, is null and void.

I would first note that the notice was in fact (just barely) sent seven days prior to the meeting. When notice is expressed in days, you only look at the days - it doesn't need to be down to the hour and minute. Since the notice was sent on July 29th, that is seven days notice for a meeting to be held on August 5th.

However, the notice of a special meeting must include the date, time, and location of the meeting. So the initial notice was defective. While this error was eventually corrected, this was not done until one day before the meeting.

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance. The reason for special meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters. 4 As in the case of a regular meeting, the session of a special meeting in an ordinary society is normally concluded in a single meeting, unless the assembly at the special meeting schedules an adjourned meeting (see below)." RONR (12th ed.) 9:13, emphasis added

"The only exceptions to the requirement that a point of order must be made promptly at the time of the breach arise in connection with breaches that are of a continuing nature, whereby the action taken in violation of the rules is null and void. In such cases, a point of order can be made at any time during the continuance of the breach—that is, at any time that the action has continuing force and effect—regardless of how much time has elapsed. Instances of this kind occur when:

a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly,
b) a main motion has been adopted that conflicts with a main motion previously adopted and still in force, unless the subsequently adopted motion was adopted by the vote required to rescind or amend the previously adopted motion,
c) any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law,
d) any action has been taken in violation of a fundamental principle of parliamentary law (25:9), or
e) any action has been taken in violation of a rule protecting absentees, a rule in the bylaws protecting the secrecy of the members' votes (as on a ballot vote), or a rule protecting a basic right of an individual member (25:7, 25:10–11)." RONR (12th ed.) 23:6

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10

I suppose the one caveat is the reference to "except for matters of disciplinary business," but as that involves interpretation of your organization's own rules, I leave that to your organization to interpret. To the extent it matters, I would note that "discipline" within the context of RONR refers to disciplinary actions against the society's members or officers. This appears to be some sort of dispute regarding a vendor, which I'm not sure qualifies.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Another issue that came to light at the meeting: she stated in the notice that the meeting was being called because a complaint was made and that the vendor that had the complaint was going to speak first and then discussion could take place after. Since the Board was not being spoken to, we assumed it was the Vendor that was voted not eligible. It came to light that no complaint was made and when pressured by Membership, she admitted she didn't agree with the Boards decision and wanted the rule to be voted out so this vendor could join. There was no complaint file. (At this time, the Rule had already been voted to be removed, and passed) So is a Reason for a Special Meeting under False Pretenses a valid meeting?

It is irrelevant that the meeting was (allegedly) called under "false pretenses."

But the meeting is not valid because the original notice was defective, and a valid notice was not given until (less than) one day prior to the meeting, which is less than the seven days required in the bylaws.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Board Members were not all in attendance: Many Vendors and BMs live hours away and attended this meeting. The Secretary was contacted by 3 BMs and asked her to tell the President we were all stuck in traffic and to wait for us. There was a fatal car wreck that caused a traffic jam for hours. 2 of the BMs (5 minutes late and 15 minutes late) made it to the meeting, the VP had to turn around after already being late by 20 minutes since the start. He sent an email at 7:20 way after the start of the meeting, stating he was not going to get to the meeting and wouldn't arrive for a other hour or so. The Secretary requested the President to wait till we showed up and she ignored the Secretary and began the meeting after she was told we (the opposing votes) were stuck in traffic. She could have tabled the subject and talked about the 2 other things on the agenda but she didn't. She had the Rule in controversy voted away with within 5 minutes of the meeting. Id love your thoughts on that. 

So far as RONR is concerned, the meeting can be called to order on time, and the meeting can validly proceed with business so long as a quorum is present. While it certainly seems inconsiderate to not postpone the meeting under the (rather extreme) circumstances, it does not violate any rule in RONR.

However, there is the bigger problem of the fact that the meeting was not properly called.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Also, I was looking at the rules and if this would have been considered a Motion to Rescind (without using those words during the meeting), it would not have needed a second and should have went to a vote, is that correct?

I'm not fully certain I understand the situation, but you say that "3 times,  the Membership wanted to undo there vote and go back before the vote happened." That actually sounds like a motion to Reconsider to me.

In any event, either the motion to Rescind or the motion to Reconsider (which has very strict time limits for making it, and can only be made by a member who voted on the prevailing side) require a second.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Impartiality is also in question, the President voted, I was told she debated and told the Membership what needed to be done to fix this rule issue (which was a lie). She did not step down for this, she was the Chair for the whole meeting.

This is a problem. If the presiding officer (except in a committee or small board) wishes to speak in debate, the presiding officer should relinquish the chair to the Vice President - or in this case, to a Chair Pro Tempore, since the VP was absent.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Quorum is in question: From what I had been told,  the quorum at the beginning of the meeting was the 25% of the Membership, if it was made, it was very narrow.

To the extent a quorum was not present at the time of the vote, and if there is clear and conclusive proof of this, then that would be grounds to invalidate the business conducted.

If quorum was present at the time of the vote (no matter how narrow the margin was), that's good enough.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

However, I wasn't able to sign in for the meeting because it started before I arrived but I knew there was a handful of people there were not members,  which are not supposed to vote but may have, I have no idea, it was just chaos.

If it can be demonstrated that nonmembers voted, and the number of such persons was sufficient that it could have affected the result, that is grounds to invalidate the vote.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

From what I had read, this can be something that can be difficult to prove but wouldn't they have to prove they had the quorum too?

No. The burden of proof lies with those who claim a quorum was not present. After the fact, it is presumed that a quorum was present.

"Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal (24)." RONR (12th ed.) 40:12

I'd focus on the fact that notice of the meeting location wasn't sent until the day before the meeting. That's a lot easier to prove.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Also, looking at our bylaws, Quorum says 25% but is that to vote or to just have enough to speak?

The most important thing is whether quorum was present at the time of the vote.

"When the chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his duty to declare the fact, at least before taking any vote or stating the question on any new motion—which he can no longer do except in connection with the permissible proceedings related to the absence of a quorum, as explained above. Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking. Debate on a question already pending can be allowed to continue at length after a quorum is no longer present, however, until a member raises the point." RONR (12th ed.) 40:12

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Would this be correct that out of 77 Members,  only 11 would need to pass a Standing Rule Change? 

Well, with abstentions, theoretically even fewer than that could be sufficient.

But I think what you are getting at is:

• If quorum is 25%, then with 77 members, a quorum of 20 members.
• Assuming a bare quorum is present, and assuming all members present vote, 11 votes in the affirmative would be sufficient to adopt a motion to amend a standing rule.

And yes, your math is correct.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

Is there anything in the Roberts Rules of Order about that being a conflict?

No, not really. This is the full extent of what RONR says about "conflicts of interest."

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

RONR does not discuss whether a particular situation constitutes a "direct personal or pecuniary interest not common to other members of the organization," and leaves that to the member's judgment.

On 8/12/2024 at 5:27 PM, Guest the Squeaky Wheel said:

After speaking with numerous Members,  they have asked me to see what I can do within our rights as a Market. They feel tricked and deceived because of the outcome of the Meeting. I am hoping to find a way to Null and Void the Meeting so we do not have to call another Special Meeting,  I think people are not wanting to go through this all over again. They just wish it never happened. Also, the next scheduled meeting is mid-November. This time frame is a problem because the vote she had removed could change the dynamics and well being of the Market. 

I think the meeting should indeed be deemed null and void, on the grounds that the meeting was not properly called, because a full and complete notice was not sent until one day before the meeting, which is less than the seven days your bylaws require. (Possibly also for a few other reasons, but the notice seems the clearest-cut.)

I am inclined to think, however, that the membership is the proper body to address this matter, so I think that you should indeed call another special meeting.

[Guest the Squeaky Wheel]

On 8/12/2024 at 6:18 PM, Josh Martin said:

They specifically say Second Edition? Could you quote exactly what your bylaws say on this subject?

Article VIII - Parliamentary Authority
The rules and guidelines contained in Robert’s Rules of Order: Simplified and Applied, Second Edition shall govern meetings and business where they are not in conflict with these By-laws and the Standing Rules.

I will speak with the Board to get this updated. 

 

On 8/12/2024 at 6:18 PM, Josh Martin said:

Please clarify what you mean by this. Do you mean that the President did not notify board members of the special meeting prior to sending the call? Or do you mean that the board members (who I presume are also members of the society) did not even receive the call of the special meeting

The President did not contact the Board Members prior to the call for the meeting. We found out at the same time as the Membership.  We did not even know what had happened to cause her to call the meeting. So, we were given notice,  just not prior to the email sent to the Membership. We also had Membership contacting us wanting to understand what is happening and we had no idea what to say. It was very dysfunctional.  

 

On 8/12/2024 at 6:18 PM, Josh Martin said:

think the meeting should indeed be deemed null and void, on the grounds that the meeting was not properly called, because a full and complete notice was not sent until one day before the meeting, which is less than the seven days your bylaws require. (Possibly also for a few other reasons, but the notice seems the clearest-cut.)

I am inclined to think, however, that the membership is the proper body to address this matter, so I think that you should indeed call another special meeting.

Thank you so much for taking the time to read, research our 2nd Edition and letting us know we have hope that this can be fixed. 

My next question is, what should we do with this information? I can promise you the President is NOT going to except nor agree to Null and Void the meeting. I plan to bring this to the VP because he is a fair and honest man that will try to do the right thing. Do we write up a letter of it being Null in Void and have it sent to Membership? From what I have learned, if the Membership does not find out about this prior to the President knowing,  she will do whatever she has to to stop them from knowing.  Once we contact the Membership,  in the email, should we give the option to schedule a new meeting or just assume we need to have a new meetings and reschedule it? Truth is, we had this whole subject on the Fall Meeting agenda already, it was the President that wanted to push this vote through because she wanted to rule removed prior to Fall. Members were already upset (besides them being tricked) feeling it was a waste of time and was not a emergency.  

Also, I do still think the Ad Hoc Committee should be kept but I understand that if the meeting is Null and Void, then it is safe to say the the Committee doesn't exist. Can we vote for the Committee to move forward still? When it says the Board of Directors, does the whole Board have to appoint or can it be a certain amount or singular?

The Bylaw on the Committee: 

The President and /or the Board of Directors may appoint any other special or “Ad Hoc” committees as they deem necessary and empower those committees with such authority as needed to conduct business.

Thank you again! 

[Richard Brown]

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

Article VIII - Parliamentary Authority
The rules and guidelines contained in Robert’s Rules of Order: Simplified and Applied, Second Edition shall govern meetings and business where they are not in conflict with these By-laws and the Standing Rules.

Based on that bylaw provision, the second edition of Roberts Rules of Order IS NOT your parliamentary authority. That rule refers to “Roberts rules of order: simplified and applied“. That is a different publication and is not an official version of any edition of Roberts Rules of Order. It is a different publication. A different book. I suggest you try bookstores and also Amazon and perhaps eBay to try to find a copy of the book which is actually your parliamentary authority. I also suggest you amend your bylaws as soon as possible to make the current edition (or the 12th edition) of “Roberts Rules of Order Newly revised“ your parliamentary authority. 

[Guest the Squeaky Wheel]

On 8/12/2024 at 10:39 PM, Richard Brown said:

Rules of Order IS NOT your parliamentary authority. That rule refers to “Roberts rules of order: simplified and applied“. That is a different publication and is not an official version of any edition of Roberts Rules of Order. It is a different publication. A different book. I suggest you try bookstores and also Amazon and perhaps eBay to try to find a copy of the book which is actually your parliamentary authority. I also suggest you amend your bylaws as soon as possible to make the current edition (or the 12th edition) of “Roberts Rules of Order Newly revised“ your parliamentary authority. 

Unbelievable! The way this has went, I should have expected something like this.... another loophole. I am curious if they are much different from eachother.  Anyway, I will see if I can find anything on it. Thank you! 

[Joshua Katz]

On 8/12/2024 at 6:35 PM, Guest the Squeaky Wheel said:

I will speak with the Board to get this updated. 

 

Does the board have the power to amend the bylaws?

[Richard Brown]

On 8/12/2024 at 11:58 PM, Joshua Katz said:

Does the board have the power to amend the bylaws?

That’s a good question. Regardless of whether the board has the authority to amend the bylaws, I imagine the board can propose or suggest amendments to the bylaws. Guest Squeaky Wheel really should look into this as well. It is imperative to know which body can amend the bylaws and what the procedure is for doing so.

[Guest the Squeaky Wheel]

On 8/12/2024 at 11:58 PM, Joshua Katz said:

Does the board have the power to amend the bylaws?

As a suggestion, to have it on the agenda at the Fall Meeting. In order to amend our Bylaws, it needs to be 2/3 majority of the Membership. So no, I was not meaning us as a Board, I was suggesting to address it being updated to a new version, by Membership via the Fall Meeting. 

[Guest the Squeaky Wheel]

On 8/13/2024 at 12:56 AM, Richard Brown said:

That’s a good question. Regardless of whether the board has the authority to amend the bylaws, I imagine the board can propose or suggest amendments to the bylaws. Guest Squeaky Wheel really should look into this as well. It is imperative to know which body can amend the bylaws and what the procedure is for doing so.

Agree! I have gotten to know these Rules and Laws more in the last 2 weeks then I ever have by serving on this Board in the last 4 years! 

Thank you all again for your help! 

[laser158689]

This is wild!  Assuming that the bylaws are referencing this book...
 

Robert's Ruleof Order Simplified and Applied, Second Edition

 

It doesn't even appear to be a manual of parliamentary procedure, just a guide to RONR.

[Richard Brown]

On 8/13/2024 at 10:49 AM, laser158689 said:

This is wild!  Assuming that the bylaws are referencing this book...
 

Robert's Ruleof Order Simplified and Applied, Second Edition

 

It doesn't even appear to be a manual of parliamentary procedure, just a guide to RONR.

I’m not quite so sure.  I think that book, which is actually titled “Webster’s New World Robert’s Rules of Order Simplified and Applied, Second Edition” actually is intended to be, or at least certainly can be, adopted as a parliamentary authority. To the contrary, the book “Robert’s Rules of Order for Dummies” by C. Alan Jennings makes it very clear that it is not intended to be adopted as a parliamentary authority (although it still can be) but is instead a book about RONR.  If the Webster’s book contains such a statement, I am not aware of it. I thought I had a copy of it, but I cannot find it now  

Regardless of whether the Webster’s book is intended to be a parliamentary authority, it’s still certainly can be adopted as one by a society, regardless of how unwise that might be.

[Gary Novosielski]

On 8/13/2024 at 12:34 AM, Guest the Squeaky Wheel said:

Unbelievable! The way this has went, I should have expected something like this.... another loophole. I am curious if they are much different from each other.  Anyway, I will see if I can find anything on it. Thank you! 

I'm not familiar with Robert's Rules of Order Simplified and Applied, but I know that a number of similar books are simply not suitable as a parliamentary authority.  They are books about Robert's Rules, but they are not complete enough to be relied upon.  When a careful ruling is required, only the real thing will do.   

[Richard Brown]

On 8/13/2024 at 10:49 AM, laser158689 said:

This is wild!  Assuming that the bylaws are referencing this book...
Robert's Ruleof Order Simplified and Applied, Second Edition

It doesn't even appear to be a manual of parliamentary procedure, just a guide to RONR.

 

On 8/13/2024 at 11:43 AM, Richard Brown said:

I’m not quite so sure.  I think that book, which is actually titled “Webster’s New World Robert’s Rules of Order Simplified and Applied, Second Edition” actually is intended to be, or at least certainly can be, adopted as a parliamentary authority. . . .
I thought I had a copy of it, but I cannot find it now  

I just found my copy, which I purchased about 20 years ago. It was published in 2001 and is apparently based primarily on the 10th edition of RONR, but with the notation that it specifically does not adopt nor approve of certain provisions in the 10th edition of RONR. 

It is worth noting, however, in response to @laser158689 saying that he does not believe the book is intended to be a parliamentary authority, the book itself says in the preface on page XVIII that “ we also wanted to make the book more complete, so organizations can adopt it as their own parliamentary authority“. That seems to indicate pretty clearly that the book is intended to be adopted as a parliamentary authority.
 

Edited August 13, 2024 at 07:03 PM by Richard Brown

[Josh Martin]

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

Article VIII - Parliamentary Authority
The rules and guidelines contained in Robert’s Rules of Order: Simplified and Applied, Second Edition shall govern meetings and business where they are not in conflict with these By-laws and the Standing Rules.

I will speak with the Board to get this updated. 

Oh no, it's worse than I though - although this at least makes more sense.

Robert’s Rules of Order: Simplified and Applied is a third party knockoff and is not an official edition of Robert's Rules of Order.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

The President did not contact the Board Members prior to the call for the meeting. We found out at the same time as the Membership.  We did not even know what had happened to cause her to call the meeting. So, we were given notice,  just not prior to the email sent to the Membership. We also had Membership contacting us wanting to understand what is happening and we had no idea what to say. It was very dysfunctional.  

Okay, thank you.

While it seems this is unusual for the society, this does not appear to violate any rule. The bylaws provide that the President, acting alone, may call a special meeting.

Although what do you mean by "We did not even know what had happened to cause her to call the meeting."? The call of the meeting is required to include the purpose of the special meeting.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

My next question is, what should we do with this information?

At the next regular meeting of the society, or at a special meeting called for the purpose, raise a Point of Order that the special meeting is null and void. When the President rules this point not well taken, appeal from the ruling of the chair. A majority vote is required to overturn the chair's ruling.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

My next question is, what should we do with this information? I can promise you the President is NOT going to except nor agree to Null and Void the meeting. I plan to bring this to the VP because he is a fair and honest man that will try to do the right thing. Do we write up a letter of it being Null in Void and have it sent to Membership? From what I have learned, if the Membership does not find out about this prior to the President knowing,  she will do whatever she has to to stop them from knowing.

At a minimum, the purpose of a special meeting must be included in the call of the meeting. Beyond that, I leave it up to you how you wish to communicate with the membership regarding this matter.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

Once we contact the Membership,  in the email, should we give the option to schedule a new meeting or just assume we need to have a new meetings and reschedule it?

I would assume you need to have a new meeting scheduled, unless you think this can wait until the next regular meeting.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

Also, I do still think the Ad Hoc Committee should be kept but I understand that if the meeting is Null and Void, then it is safe to say the the Committee doesn't exist.

Yes, any business conducted at the meeting is null and void. I would note, however, that an official determination has not yet been made by the society regarding that fact.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

Can we vote for the Committee to move forward still?

As I understand it, your bylaws provide "The President and /or the Board of Directors may appoint any other special or “Ad Hoc” committees as they deem necessary and empower those committees with such authority as needed to conduct business."

So yes, I would think the board may appoint a special committee in this matter.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

When it says the Board of Directors, does the whole Board have to appoint or can it be a certain amount or singular?

I would interpret it as meaning the Board of Directors acting in a regular or properly called meeting of the board, by majority vote.

On 8/13/2024 at 10:49 AM, laser158689 said:

It doesn't even appear to be a manual of parliamentary procedure, just a guide to RONR.

On 8/13/2024 at 12:40 PM, Gary Novosielski said:

I'm not familiar with Robert's Rules of Order Simplified and Applied, but I know that a number of similar books are simply not suitable as a parliamentary authority.  They are books about Robert's Rules, but they are not complete enough to be relied upon.  When a careful ruling is required, only the real thing will do.   

Unfortunately for us all, this particular book is actually intended to be used as a parliamentary authority itself and to replace RONR, rather than to serve as a guide and supplement.

I agree that this book is not suitable for use as a parliamentary authority, but that is nonetheless what it attempts to be.