Continuous Breach

[krst234]

Our fair organization (fair in the aesthetic sense, not so much in the just sense) recently "adopted" bylaws at our annual meeting.

- The draft minutes from this meeting contained no language of the bylaws

- When requested of the secretary one week after the meeting, the bylaws were unavailable

- Two weeks after the meeting, the secretary sent a message to me - with the bylaws - saying she "just writes them up after the fact, when she can get around to it."

I'm feeling a sense of urgency about addressing this at the next meeting - in fear that if it is not, the time will be passed to object to this form of bylaw adoption. If this falls into the category of continuous breach - and I cannot persuade the members to see this method of bylaw revision as a problem, do I still have time to address it at a later meeting?

This was the topic of my first post - and someone suggested making a correction to the minutes - which I appreciated - but the members of my group may not understand why I would derail their "process."

Thank You,

Mrs McCann

[Robert B Fish]

The minutes should be mainly a record of what was DONE at the meeting and not what was said by the members. That said, the EXACT wording of each motion must be included. "John moved that the bylaws be adopted." is not sufficient because no one can tell what bylaws were actually adopted. There's not much you can do until the next meeting, as the secretary is not obligated to produce draft minutes before the meeting. If the secretary does not have the bylaws in the minutes when presented for approval, request that the EXACT text of the adopted bylaws be added...and bring your own copy to help if needed.

-Bob

[krst234]

I was not present at the last meeting. I have spoken to members who were, and they confirm that the passage of these bylaws was done by verbal agreement. (For lack of a better way to describe it)

The secretary openly admits to writing these bylaws after the fact.

What is troubling is a BOD was created by these bylaws - and the BOD is acting from this new-found place of power and authority.

When I confront members of the BOD, they tell me they have this authority due to the new power structure created by the bylaws. Though, my argument is that the bylaws were *not* adopted.

(Because no self-respecting member would hand over the kind of control as BOD is now claiming)

Is a BOD operating by bylaws that were *not* adopted (they were not written!) a continuous breach?

And if so, is this an issue I can revisit at subsequent meetings if I fail to convince the membership at our next meeting?

Thank you.

[hmtcastle]

Is a BOD operating by bylaws that were *not* adopted (they were not written!) a continuous breach?

And if so, is this an issue I can revisit at subsequent meetings if I fail to convince the membership at our next meeting?

It is very likely that any action resulting from the illegal amendment of the bylaws constitutes a continuing breach. But the longer you wait, the more you'll have to try to undo and, at some point, even so-called "self-respecting" members might conclude that, since we've done it this way for so long . . .

Strike while the iron is hot.

Make hay while the sun shines.

[insert favorite aphorism here]

[Trina]

I was not present at the last meeting. I have spoken to members who were, and they confirm that the passage of these bylaws was done by verbal agreement. (For lack of a better way to describe it)

The secretary openly admits to writing these bylaws after the fact.

What is troubling is a BOD was created by these bylaws - and the BOD is acting from this new-found place of power and authority.

When I confront members of the BOD, they tell me they have this authority due to the new power structure created by the bylaws. Though, my argument is that the bylaws were *not* adopted.

(Because no self-respecting member would hand over the kind of control as BOD is now claiming)

Is a BOD operating by bylaws that were *not* adopted (they were not written!) a continuous breach?

And if so, is this an issue I can revisit at subsequent meetings if I fail to convince the membership at our next meeting?

Thank you.

Were there concrete bylaws (written down, and agreed upon as valid) prior to this strange episode of amendment? What procedure for amendment of the bylaws was specified in those previous (and perhaps still current) bylaws? The answers to those questions may help nail down whether you are looking at a continuing breach.

[krst234]

"ARTICLE IX. AMENDMENTS The by-laws of the association may be amended by a two-thirds vote of the members present and voting at any membership meeting. Changes in the by-laws shall be published in the minutes of the meeting in question."

I have been rabble rousing to address this, and though some members have expressed indifference to this method of bylaw amendment, there are few who attended the meeting by phone (*not* authorized in bylaws, BTW), and felt that these changes were railroaded through. They also felt they could not fully participate because they were unable to hear &/or be heard.

Oh, and those who attended by phone, were necessary to make up a quorum.

So there are multiple angles to address this, yes?

[Trina]

"ARTICLE IX. AMENDMENTS The by-laws of the association may be amended by a two-thirds vote of the members present and voting at any membership meeting. Changes in the by-laws shall be published in the minutes of the meeting in question."

I have been rabble rousing to address this, and though some members have expressed indifference to this method of bylaw amendment, there are few who attended the meeting by phone (*not* authorized in bylaws, BTW), and felt that these changes were railroaded through. They also felt they could not fully participate because they were unable to hear &/or be heard.

Oh, and those who attended by phone, were necessary to make up a quorum.

So there are multiple angles to address this, yes?

That certainly falls into the continuous breach category. If the presiding officer at your next meeting thinks all this was fine (i.e. if the presiding officer rules against your point of order), you'll still need a majority on your side to get the right outcome on an appeal from the ruling of the chair. In other words, the assembly can overrule the chair, but it sounds as though you need to do more preparation ahead of time to get the numbers.

edited to add:

And if so, is this an issue I can revisit at subsequent meetings if I fail to convince the membership at our next meeting?

And on this crucial point, I think you have to get it right the first time. If the chair rules against your point of order (about the continuing breach), and the assembly sustains the ruling of the chair, you can't raise exactly that same point of order again at a subsequent meeting. I don't have time at the moment to double check this in RONR, but, if I'm wrong, someone will be along shortly to 'gently correct me' (to use Mr. Novosielski's recent idiom) .

[krst234]

And on this crucial point, I think you have to get it right the first time.

Thank you. Thank you for all the support I get on this site.

Our membership has been intimidated into submission by the "regime". They will privately express concern, anger, frustration, but are afraid to do so in meetings. I think if a few of us are brave enough to speak up, and conduct business in a professional, courteous manner, others will follow.

Also working on hiring a parliamentarian to attend next meeting - there is no hope for any sort of fair process without one.

Members I have been talking to express support for hiring a parliamentarian, but in the next breath concern that it might be seen as an act of "bullying" - because it may intimidate the bullies in office.

Whew! I do have my work cut out for me.

[Trina]

With regard to getting it right the first time, see this recent thread:

particularly post #21 by Josh Martin.

Good luck in getting more of the members to do their jobs as responsible participants, rather than as uneasy, but passive observers.

[krst234]

I had posted a question earlier - and received a suggestion that we make a "correction to the minutes" instead of raising a point of order or rescinding.

Which makes sense to me.

Link: Correction to minutes

Is a correction to the minutes considered a main motion?

Thank you for the link to the other discussion. It sounds more complicated that what we're dealing with - but it helps me get my head around some of these issues.

I believe you're saying, if we try to address these incorrectly adopted bylaws - and we do not succeed - then we will not be able to bring up the same issue later.

Though - I found a post on these boards recommending that a group of members get together and practice: "I appeal the decision from the chair!" and "Second!" - and I am hosting a gathering to do so before our next meeting.

[Josh Martin]

Is a correction to the minutes considered a main motion?

It depends. If the minutes are pending for approval, it's a subsidiary motion. If the minutes have already been approved, then it is an incidental main motion.

I believe you're saying, if we try to address these incorrectly adopted bylaws - and we do not succeed - then we will not be able to bring up the same issue later.

Well, nothing's set in stone, but it will become more difficult if you fail at the first go.

[Trina]

...

I believe you're saying, if we try to address these incorrectly adopted bylaws - and we do not succeed - then we will not be able to bring up the same issue later.

....

Well, nothing's set in stone, but it will become more difficult if you fail at the first go.

As Mr. Martin says, other avenues will remain open to you, but you can't properly raise exactly the same point of order again, once the assembly has ruled on it. An appeal from the ruling of the chair requires majority vote. If that fails, you could later consider moving to rescind a precedent set by the assembly's decision, but that requires higher vote margins than the appeal did in the first place. Another possibility down the road (if the group decides to keep the improperly amended bylaws) might be to follow the amendment process in those 'new' bylaws in order to fix them -- also probably requiring higher vote margins. Certainly better to fix the mess now, if you can.

As far as your idea of correcting the minutes, have those minutes already been accepted?

Though - I found a post on these boards recommending that a group of members get together and practice: "I appeal the decision from the chair!" and "Second!" - and I am hosting a gathering to do so before our next meeting.

Good for you! Preparation, and lining up allies ahead of time, are important.

[krst234]

As far as your idea of correcting the minutes, have those minutes already been accepted?

For the record, this was not *my* idea. I've been the one asking questions. The minutes will be subject to approval at the next meeting.

Good for you! Preparation, and lining up allies ahead of time, are important.

It's always two steps forward, one step back. Keep running into roadblocks from other members. They say 1) I agree with you Mrs McCann, but 2) as a member who hasn't been to a meeting in X amount of time, no one will listen to you.

This is the imaginary hierarchy that I'm up against. To me one member = one vote is very clear.

Can I run my game plan by you?

• Educate as many members as possible about how our meetings are *supposed* to go before our next meeting. A run-down of parliamentary basics.
  
• Hire a parliamentarian for the next meeting. Nudging the president to do so prior to the meeting to be prepared - and to learn some basics of presiding.
  
• Adopt RONR by resolution. This is already on the agenda. (How do I get this as the first item on the agenda?)
  
• Try to keep the meeting on track with help from educated members, educated president and assistance of a parliamentarian.
  

(Sorry, I'm wandering into the realm of asking for personal opinion, now)

What is a reasonable expectation for this meeting? Can Robert's Rules - and some willingness to abide by them help?

A few members are expressing their extreme doubt.

Without this, we will have no hope of any sort of functional meeting. Of this I am certain.

[Rob Elsman]

For the record, this was not *my* idea. I've been the one asking questions. The minutes will be subject to approval at the next meeting.

It's always two steps forward, one step back. Keep running into roadblocks from other members. They say 1) I agree with you Mrs McCann, but 2) as a member who hasn't been to a meeting in X amount of time, no one will listen to you.

This is the imaginary hierarchy that I'm up against. To me one member = one vote is very clear.

Can I run my game plan by you?

• Educate as many members as possible about how our meetings are *supposed* to go before our next meeting. A run-down of parliamentary basics.
• Hire a parliamentarian for the next meeting. Nudging the president to do so prior to the meeting to be prepared - and to learn some basics of presiding.
• Adopt RONR by resolution. This is already on the agenda. (How do I get this as the first item on the agenda?)
• Try to keep the meeting on track with help from educated members, educated president and assistance of a parliamentarian.

(Sorry, I'm wandering into the realm of asking for personal opinion, now)

What is a reasonable expectation for this meeting? Can Robert's Rules - and some willingness to abide by them help?

A few members are expressing their extreme doubt.

Without this, we will have no hope of any sort of functional meeting. Of this I am certain.

With regard to the agenda, see FAQ #14 at the Robert's Rules of Order website, www.robertsrules.com.

[Tim Wynn]

Can I run my game plan by you?

Yes.

Educate as many members as possible about how our meetings are *supposed* to go before our next meeting. A run-down of parliamentary basics.

This is a great idea.

Hire a parliamentarian for the next meeting. Nudging the president to do so prior to the meeting to be prepared - and to learn some basics of presiding.

An excellent idea. The parliamentarian should be engaged well in advance, to have an opportunity to help with the training. That is the key with a group inexperienced in parliamentary procedure -- a little TRAINING.

Adopt RONR by resolution. This is already on the agenda. (How do I get this as the first item on the agenda?)

When the agenda is pending, you can amend it so.

Try to keep the meeting on track with help from educated members, educated president and assistance of a parliamentarian.

This is a perfect game plan, and if you have the right parliamentarian, it should be smooth sailing.

(Sorry, I'm wandering into the realm of asking for personal opinion, now)

We Love giving personal opinions, here.

What is a reasonable expectation for this meeting? Can Robert's Rules - and some willingness to abide by them help?

With the right guidance from a skillful and gentle hand, almost any meeting can turn into an enjoyable well-oiled machine of productivity.

A few members are expressing their extreme doubt.

That's pessimism. It's to be expected. It's not a problem.

Without this, we will have no hope of any sort of functional meeting. Of this I am certain.

Then, I wish you the best.

[David A Foulkes]

Sounds like a "Norma Rae" moment in the making. Give it your best shot, that's all you can ask of yourself. If the majority is disinterested, or scared, they will get what they deserve.

[Tim Wynn]

Sounds like a "Norma Rae" moment in the making. Give it your best shot, that's all you can ask of yourself. If the majority is disinterested, or scared, they will get what they deserve.

Disinterested means impartial. This was covered by Warren Beatty in Bugsy.

[David A Foulkes]

Disinterested means impartial. This was covered by Warren Beatty in Bugsy.

I was going to go with apathetic, but in the end, I didn't really care either way.

[Gary Novosielski]

I was going to go with apathetic, but in the end, I didn't really care either way.

Is it ignorance or is it apathy? I don't know, and I don't care.