Jump to content
The Official RONR Q & A Forums

Activity counter to by-laws


Guest Georgie Porgie

Recommended Posts

I just discovered that a certain, small organization I belong to has fewer Board members than required by the by-laws.

There are supposed to be five (5) Board members (indeed there were 5 when the President of the Board resigned, leaving four (4)). Someone immediately stepped in to fill the President's position, but no new board members have been elected yet (not for lack of trying, we're aiming high!). The org has held one meeting with only 4 board members. . . was this meeting constitutional? Would it be prudent to amend the by-law at the upcoming AGM to accept 4 board members as the minimum, while we're in process of attracting more board members?

Bottom line, once you discover that you're operating counter to your by-laws, what are the possible consequences and what is your best course of action? Naturally, we don't want to put the org into any kind of jeopardy.

Thanks.

Link to comment
Share on other sites

... The org has held one meeting with only 4 board members. . . was this meeting constitutional?

Would it be prudent to amend the by-law at the upcoming AGM to accept 4 board members as the minimum, while we're in process of attracting more board members?

Bottom line, once you discover that you're operating counter to your by-laws, what are the possible consequences and what is your best course of action?

As long as the board can meet its QUORUM requirement, then the board can function.

For example:

Just because two or three members of a board suddenly die in the same week, that fact by itself does not invalidate any of the board's actions, necessarily.

If the board still has a quorum, then it can do business.

Filling a vacancy can take months (e.g., one month for notice to go out; one month for the meeting to be held at the regular time and place).

A board is not necessarily incapacitated just because it falls below the minimum number of defined members.

Link to comment
Share on other sites

The org has held one meeting with only 4 board members. . . was this meeting constitutional?

Vacancies occur all the time and do not necessarily invalidate a meeting. As long as a quorum is present, business can be conducted. What you needed to have been doing all along was making a good faith effort to fill the vacancy.

Would it be prudent to amend the by-law at the upcoming AGM to accept 4 board members as the minimum, while we're in process of attracting more board members?

That's a decision for the membership to make. The bylaws should be relatively stable so if you're having trouble attracting board members, you might want to look at the root causes lest you find yourself on a slippery slope with s smaller and smaller board. In any case, I think you should establish a fixed number of board positions rather than a range (e.g. "no more than nine, no fewer than five") as the latter option can lead to problems which sometime manifest themselves on this forum.

By the way, you say that "someone immediately stepped in to fill the President's position". Typically, that would have been the vice-president, automatically. If not, I trust you followed your vacancy-filling procedures.

Link to comment
Share on other sites

  • 1 year later...
Guest Kathleen Johnson

I have what I think is a fairly similar problem that I cannot find the answer to. We are rewriting our Party Constitution, and because RONR is hundreds of pages, and the State Party Constitution is also a fairly dense 50 pages, we are trying to write a concise 3-page Constitution that any Party member could understand. (Due to decennial redistricting, we rewrite the constitution every 10 years) So, rather than just have Bylaws that solely address things that are not in the State Party Constitution (such as number of Executive Committee directors), we are making this document harmonize with RONR and State so that beginners can access party functions. (BTW We are required by the State Constitution to have a Constitution, not just Bylaws.) The previous constitution was a mish-mash from old state constitutions (we think) and perhaps passages that responded to malfeasance of officers many years ago.

The feeling of the majority on the Constitution committee is that if more regular party members understand the constitution it will be easier for them to get involved and will keep the process cleaner.

Therefore, a majority of the Constitution Committee really wants the biannual convention (Business of the Convention) section to have a subsection that reads: Subsection A. The minutes of the convention shall be submitted for approval to the next meeting of the Senate District Central Committee.

One person on the committee (a powerful union person by the way) thinks that this endangers the validity of the convention. (I have talked to our local person who serves as parliamentarian to many conventions here, and he proposed the above language.) The parliamentarian says that if the minutes are approved at the next meeting, that would (most likely) be after the 10-day deadline on challenges and so any challenge brought for non-approval of minutes would be too late for a challenge.

The bigger group, the group in favor of the Subsection, is satisfied with the above language (initially they had proposed an approval of the minutes at the convention, or an adjourn and immediate reconvene for approval of minutes such as we've heard they do in Texas, so as to assure a quorum). Some of those in the group were involved in a different convention where the lack of minutes impeded an investigation. Because RONR says even unapproved minutes of such a meeting can be read for information, they felt satisfied that unapproved minutes could be read in the case of an investigation. Their MAIN goal, they say, is that minutes be kept.

May I say at this point, that in this Party I have observed, participants tend not to read ANY constitutions. They will do anything to get out of it. Therefore practices develop (as colleagues instruct them on things... like letter nomination, presidential preference ballot...) that may or may not be perfectly in line with actual rules in the Constitution or RONR. This makes for a "machine culture" where newbies do not know what is allowed (can the chair accept letter nominations after a caucus or not?) and those "in the know" can manipulate things. So one of the goals of the majority of the committee is that the short, local constitution be very clear, so as to cut down on this culture of manipulation. I support that, but I am mainly trying to resolve the wide difference between the two factions. I believe the union guy represents the more entrenched "in-crowd" culture.

Union guy says he is fearful that putting any more requirements in the Constitution is going to be a problem, that it would leave the results of the convention open to a challenge. From the parliamentarian's answer above, I don't think so, but even though Union guy has also since talked to the parliamentarian, Union guy is not convinced. He wants the minutes to show that "failure to do any of the above (secretary of the convention, take minutes, approve them does not invalidate or provide grounds to challenge any action of the convention" So, my main question are:

Is failure to take minutes ever grounds for a challenge?

Is failure to take minutes, if that is specified in a constitution, ever grounds for a challenge?

Is a challenge ever prohibited from citing, as one of several violations, a failure to take minutes, even though minutes from the committee passing them say the above?

Is the language "invalidate the results of the convention" different from "provide grounds to challenge any action of the convention"? I have a feeling that they are: that the former is an automatic invalidation and the latter would prohibit failure to take minutes (or appoint a secretary) from comprising any part of a challenge.

Thanks for any help with this thorny problem.

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...