Prohibiting a special meeting for discipline

[J. J.]

RONR 63:21 n9 permits a special meeting to held for disciplinary action, even if special meeting are not authorized in the bylaws.

The society, perhaps after a bad experience, wishes to tie the hands of future assemblies to prevent them from holding a special meeting under this clause; the bylaws do not otherwise provide for special meetings.  May it do so by adopting a special that says "Special meetings shall not be held for disciplinary action," or adopt a special rule that says "Special meetings may not be called under the provisions of RONR 63:21 n9?"

 

[Richard Brown]

On 11/27/2024 at 12:20 PM, J. J. said:

RONR 63:21 n9 permits a special meeting to held for disciplinary action, even if special meeting are not authorized in the bylaws.

The society, perhaps after a bad experience, wishes to tie the hands of future assemblies to prevent them from holding a special meeting under this clause; the bylaws do not otherwise provide for special meetings.  May it do so by adopting a special that says "Special meetings shall not be held for disciplinary action," or adopt a special rule that says "Special meetings may not be called under the provisions of RONR 63:21 n9?"

 

Yes, I believe a special rule of order could be validly adopted which prohibits the calling of special meetings for disciplinary trials or for determining punishment.

I note first that 63:21 does not require calling a special meeting for a trial, but merely recommends doing so. I will also point out that the referenced RONR provision says that a special meeting may be called for disciplinary purposes “if the bylaws fail to provide for special meetings“ or “if the designation in the bylaws of those who can call special meetings does not include the assembly“. That silence or failure to provide for special meetings is entirely different from a special rule of order or bylaw provision which actually prohibits the calling of special meetings for disciplinary purposes. Such a provision in a special rule of order is permissible and would trump the provision in RONR 63:21 note 9. 

Let’s consider a slightly different scenario: suppose the explicit prohibition against special meetings for disciplinary purposes is contained in the bylaws rather than a special rule of order. Could such a provision in the bylaws that specifically prohibits the calling of special meetings for disciplinary purposes, or which specifically limits the calling of special meetings for explicitly enumerated purposes (which do not include discipline) validly prohibit the calling of a special meeting for disciplinary purposes? I think the answer is clearly yes. The bylaws may prohibit the calling of special meetings for disciplinary trials.
 

 

[J. J.]

On 11/28/2024 at 10:13 AM, Richard Brown said:

Yes, I believe a special rule of order could be validly adopted which prohibits the calling of special meetings for disciplinary trials or for determining punishment.

I note first that 63:21 does not require calling a special meeting for a trial, but merely recommends doing so. I will also point out that the referenced RONR provision says that a special meeting may be called for disciplinary purposes “if the bylaws fail to provide for special meetings“ or “if the designation in the bylaws of those who can call special meetings does not include the assembly“. That silence or failure to provide for special meetings is entirely different from a special rule of order or bylaw provision which actually prohibits the calling of special meetings for disciplinary purposes. Such a provision in a special rule of order is permissible and would trump the provision in RONR 63:21 note 9. 

 

The converse is, that 9:14 only permits special meetings when authorized by a bylaw, with the disciplinary action exemption.  RONR does provide that "when that
authority states that a certain rule can be altered only by a provision in the bylaws, no  special rule of order can supersede that rule (2:16 n5)." The counter argument is that this is that the prohibition must be at a bylaw level.

(For the record, I can see both sides, which is why I'm asking.)

On 11/28/2024 at 10:13 AM, Richard Brown said:

Let’s consider a slightly different scenario: suppose the explicit prohibition against special meetings for disciplinary purposes is contained in the bylaws rather than a special rule of order. Could such a provision in the bylaws that specifically prohibits the calling of special meetings for disciplinary purposes, or which specifically limits the calling of special meetings for explicitly enumerated purposes (which do not include discipline) validly prohibit the calling of a special meeting for disciplinary purposes? I think the answer is clearly yes. The bylaws may prohibit the calling of special meetings for disciplinary trials.

Yes.  The assembly could put, in its bylaws, that the assembly could not call special meetings for disciplinary action.  It could do so even if the bylaws provided for special meetings without other limitation.  A bylaw stating "Special meetings shall not be held for disciplinary action," would prevent a special  meeting for disciplinary action if the bylaws authorized special meetings or if the bylaws were silent and the assembly was looking to call a special meeting under RONR 63:21 n9; the special meeting for disciplinary action could still not be held.

My question, to a great extent, is does 63:21 n9 create a situation where 2:16 n5 would apply would apply to prevent a special rule from being adopted.  I'll give you a definite maybe on that. 

[Gary Novosielski]

On 11/28/2024 at 11:44 AM, J. J. said:

(For the record, I can see both sides, which is why I'm asking.)

I can see both sides too; but what I can't see is why anyone would want such a prohibition in their rules in the first place.

[Richard Brown]

On 11/28/2024 at 5:13 PM, Gary Novosielski said:

I can see both sides too; but what I can't see is why anyone would want such a prohibition in their rules in the first place.

I can see a couple of reasons: first, just to keep RONR from dictating their disciplinary process even though there are better ways of accomplishing that. Second, because for some reason, they do not like to have special meetings and do not want to have to call one for a disciplinary hearing.

[Gary Novosielski]

Well, normally when a society does not like to do things, they just don't do them. 

I belong to a small dog club whose members do not like wearing clown makeup to meetings. 🤡 So far, nobody has ever worn any, even though we have no rule in our bylaws prohibiting clown makeup.

Just lucky I guess. 🍀

RONR suggests, but does not dictate, that a trial is best held as the only item of business at a special or adjourned meeting, but there's no rule that they have to do it that way if they really don't want to.

[J. J.]

On 11/28/2024 at 7:14 PM, Gary Novosielski said:

Well, normally when a society does not like to do things, they just don't do them. 

I belong to a small dog club whose members do not like wearing clown makeup to meetings. 🤡 So far, nobody has ever worn any, even though we have no rule in our bylaws prohibiting clown makeup.

Just lucky I guess. 🍀

RONR suggests, but does not dictate, that a trial is best held as the only item of business at a special or adjourned meeting, but there's no rule that they have to do it that way if they really don't want to.

I think, in this case, Mr. Brown's second answer could be a likely reason.  The special meeting may be called by minority of the total members, if that minority is a majority in a quorate meeting.  The assembly as a whole may wish to eliminate that possibility.  That is the easiest part of the question.

My question is, essentially,  does 63:21 n9 create a situation where 2:16 n5 would apply would apply to prevent a special rule from being adopted?

 

[Gary Novosielski]

On 11/28/2024 at 9:45 PM, J. J. said:

My question is, essentially,  does 63:21 n9 create a situation where 2:16 n5 would apply would apply to prevent a special rule from being adopted?

Although I still think it's an unlikely scenario, I do believe that an SRO would be sufficient.  Yes, 2:16n5 does state that whenever RONR says that only a bylaws provision can alter a rule, an SRO isn't good enough.

But 63:21 does not say that only a bylaws provision can alter the rule.  Far from requiring a bylaws provision, It says that a bylaws provision isn't even necessary in the first place.  It refers us to §9, where we find this:

9:14
Special meetings can properly be called only (a) as authorized in the bylaws (see 56:36); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see 63:21n9).

As is the case in other spots in RONR, the word or is particularly significant here.  Special meetings are divided into two types:

• (a): Those that require a bylaws provision; OR,
• (b):  Those that don't.

All special meetings, with the exception of those involving formal discipline, are type (a), and all the procedures for calling them must be in the bylaws.  This rule is very much subject to 2:15n5.  If the bylaws are silent, type (a) meetings cannot be called at all.  If the bylaws allow type (a) special meetings but neglect to name the assembly as one of the calling authorities, the assembly can't call one.

But then we consider type (b) special meetings, i.e., formal discipline meetings.  These require no mention in the bylaws.  They are authorized by the rule in RONR. They rely on no bylaws provision, and so do not require one.  They may be called by the assembly because RONR says they can.  Now, of course the bylaws could prohibit them—the bylaws can prohibit pretty near anything—so if the bylaws explicitly state that the assembly cannot call special meetings, even for discipline, then they can't.  But without such a provision, the rule in (b) applies, and the assembly can. Type (b) meetings do not require any bylaws provision.  They operate at the level of RONR alone.   And therefore, the rule may be altered by a Special Rule of Order.

But I don't even think we need to split hairs to that level.  §63 makes clear that the assembly may freely set an adjourned meeting to take care of trials and such.  It is only when we need to set a trial date past the next regular meeting that special meetings even come up.  But it's not even required for the assembly to hear trials at all.  It can delegate that whole process to a committee, which sidesteps the whole issue of special or adjourned assembly meetings.

 

[J. J.]

On 11/28/2024 at 11:10 PM, Gary Novosielski said:

But then we consider type (b) special meetings, i.e., formal discipline meetings.  These require no mention in the bylaws.  They are authorized by the rule in RONR. They rely on no bylaws provision, and so do not require one.  They may be called by the assembly because RONR says they can.  Now, of course the bylaws could prohibit them—the bylaws can prohibit pretty near anything—so if the bylaws explicitly state that the assembly cannot call special meetings, even for discipline, then they can't.  But without such a provision, the rule in (b) applies, and the assembly can. Type (b) meetings do not require any bylaws provision.  They operate at the level of RONR alone.   And therefore, the rule may be altered by a Special Rule of Order.

But I don't even think we need to split hairs to that level.  §63 makes clear that the assembly may freely set an adjourned meeting to take care of trials and such.  It is only when we need to set a trial date past the next regular meeting that special meetings even come up.  But it's not even required for the assembly to hear trials at all.  It can delegate that whole process to a committee, which sidesteps the whole issue of special or adjourned assembly meetings.

 

My argument is that a special rule could prevent a special meeting being  called under the provisions of 63:21 n9, probably, because RONR does not specifically require it to be in the bylaws.

That said, 63:21 n9 as creating a situation where the assembly could call a special meeting even if the disciplinary could be handled at an adjourned meeting.  I would agree that it is generally preferable to use an adjourned meeting. 

Edited November 29, 2024 at 02:25 PM by J. J.

[Dan Honemann]

On 11/29/2024 at 9:17 AM, J. J. said:

My argument is that a special rule could prevent a special meeting being  called under the provisions of 63:21 n9, probably, because RONR does not specifically require it to be in the bylaws.

As far as I can see, no one has posted any disagreement with the conclusion that a special rule of order could prevent a special meeting being  called under the provisions of 63:21 n9.

It's good to see agreement in questions such as this which, it seems to me, require a great deal of imagination to create.

[J. J.]

On 11/29/2024 at 9:59 AM, Dan Honemann said:

As far as I can see, no one has posted any disagreement with the conclusion that a special rule of order could prevent a special meeting being  called under the provisions of 63:21 n9.

It's good to see agreement in questions such as this which, it seems to me, require a great deal of imagination to create.

I do not believe it takes any imagination to believe that, in the general case, a rule regarding a special meeting must be in the bylaws per 2:15n5.  63:121 n9 creates a partial exception, but the question is does the removal of that exception also have to be in the bylaws?  My initial reaction is "no," but I can see an argument for yes. 

 

[Gary Novosielski]

On 11/29/2024 at 9:59 AM, Dan Honemann said:

It's good to see agreement in questions such as this which, it seems to me, require a great deal of imagination to create.

🤪