Fiscal Year

[jandm]

The new bylaws were presented in writing to all members in October. We did not have a quorum to vote on their acceptance in November and no meeting in December. Is there any problem calling for that vote after our fiscal year has ended on Dec.31?

Thanks to all of you for your help.

[Josh Martin]

Is there any problem calling for that vote after our fiscal year has ended on Dec.31?

No.

[Robert B Fish]

However, if the pending bylaws would change the fiscal year of the organization, you should adopt at the same time as the amendment a proviso providing transition rules from the old year to the new fiscal year. For other change you may or may not need transition rules. That's how to deal with them in the amendment process.

-Bob

[jstackpo]

The fiscal year rollover presents no impediment to a later adoption of your amendments, but notice requirements might.

What do you existing bylaw say is the notice to members requirement? Don't paraphrase - quote exactly!

[jandm]

The fiscal year rollover presents no impediment to a later adoption of your amendments, but notice requirements might.

What do you existing bylaw say is the notice to members requirement? Don't paraphrase - quote exactly!

These by-laws may be amended at any regular meeting by a two-thirds (2/3) majority vote of those members present, provided that the amendment has been presented in writing at the previous meeting.

[Josh Martin]

These by-laws may be amended at any regular meeting by a two-thirds (2/3) majority vote of those members present, provided that the amendment has been presented in writing at the previous meeting.

This may or may not be a problem, depending on how frequently the society meets. If the next regular meeting is held no later than Feb. 28, it will come up as Unfinished Business. If it is held after that time, it will be necessary to provide notice again.

For future reference, it may be advisable to create an adjourned meeting if a meeting does not have a quorum. This is one of the few actions which may be taken at an inquorate meeting.

[jstackpo]

Looks to me that jrb does have a problem, of sorts.

As of this January, or whenever the next meeting is due to take place, the "previous meeting" will have been in November, even though no quorum was there. And the amendment wasn't (couldn't be) announced (again) then.

Thus jrb will have to re-announce the proposed amendment in January and plan to vote on it in "March", or whenever the next plus one meeting is scheduled.

[Josh Martin]

Looks to me that jrb does have a problem, of sorts.

As of this January, or whenever the next meeting is due to take place, the "previous meeting" will have been in November, even though no quorum was there. And the amendment wasn't (couldn't be) announced (again) then.

Thus jrb will have to re-announce the proposed amendment in January and plan to vote on it in "March", or whenever the next plus one meeting is scheduled.

I disagree. Proper notice was given at the meeting in October. The motion would have been considered in November, but was not reached because there was no quorum. Because it was not reached before adjournment, it comes up under Unfinished Business at the next regular meeting, provided that meeting is within a quarterly interval. Once notice for a motion has been properly given, it is then governed by all of the usual parliamentary rules. It is not necessary to provide notice again at every meeting until the motion is voted on. So long as the next meeting is no later than Feb. 28, no further notice is required.

[Kim Goldsworthy]

I disagree.

Proper notice was given at the meeting in October.

The motion would have been considered in November, but was not reached because there was no quorum.

Because it was not reached before adjournment, it comes up under Unfinished Business at the next regular meeting, provided that meeting is within a quarterly interval.

Once notice for a motion has been properly given, it is then governed by all of the usual parliamentary rules.

It is not necessary to provide notice again at every meeting until the motion is voted on.

So long as the next meeting is no later than Feb. 28, no further notice is required.

I disagree with your disagreement. (i.e., I agree with JDS.)

The rule of previous notice is a customized rule. -- It does not match RONR.

Therefore, what RONR has to say about the "normal" (default) flow of business requiring previous notice may not apply.

The fact that the next meeting is or isn't "quarterly" is not relevant. -- The customize rule does not allow for quarterly anything.

The customized rule says this, per the original poster:

These by-laws may be amended at any regular meeting by a two-thirds (2/3) majority vote of those members present, provided that the amendment has been presented in writing at the previous meeting.

This rule implies this flow:

If the bylaws' amendment(s) are to be voted on,

Then the amendment(s) must be presented in writing at the previous meeting.

Given:

• written notice was given in October.

Therefore, the only opportunity for voting was November. Why? Because November was the "next meeting" after the meeting where notice was given in wriing, per their customized rule.

Note that you cannot give notice in an inquorate meeting. So there is no way to give notice in a quorumless meeting and satisfy the customized previous notice rule.

[Josh Martin]

The rule of previous notice is a customized rule. -- It does not match RONR.

It doesn't seem that different to me. It simply eliminates the possibility of including notice in the call of the meeting and requires that the amendment is presented in writing. I don't see why these minor differences are sufficient to upend the manner in which unfinished business is carried over to the next regular meeting, provided that meeting is within a quarterly interval.

[hmtcastle]

It doesn't seem that different to me.

I'm inclined to agree with Mr. Goldsworthy (and not just because, when in doubt, more notice is better than less notice).

If, at the February meeting, a motion to amend the bylaws is made, I would be inclined to raise a point of order that notice was not provided at the previous meeting as required by the bylaws. And I think the chair would be hard-pressed to rule that that very specific requirement is trumped by the general rule applying to unfinished business (leftover from the November meeting with notice provided at the October meeting).

[Rob Elsman]

I'm inclined to agree with Mr. Goldsworthy (and not just because, when in doubt, more notice is better than less notice).

If, at the February meeting, a motion to amend the bylaws is made, I would be inclined to raise a point of order that notice was not provided at the previous meeting as required by the bylaws. And I think the chair would be hard-pressed to rule that that very specific requirement is trumped by the general rule applying to unfinished business (leftover from the November meeting with notice provided at the October meeting).

If it is the meaning of the bylaw that is the crux of the issue, then I would suggest that the matter exceeds the scope of this forum. Twenty more replies won't be of any help.

[Josh Martin]

I'm inclined to agree with Mr. Goldsworthy (and not just because, when in doubt, more notice is better than less notice).

If, at the February meeting, a motion to amend the bylaws is made, I would be inclined to raise a point of order that notice was not provided at the previous meeting as required by the bylaws. And I think the chair would be hard-pressed to rule that that very specific requirement is trumped by the general rule applying to unfinished business (leftover from the November meeting with notice provided at the October meeting).

I'm getting curious now, because the requirement in RONR for previous notice is to provide notice in the call of the meeting or at the previous meeting. Let's assume that the situation in this thread played out and the default rules of RONR applied. Does this mean that notice would need to be provided in the call of the meeting for the following meeting, since notice was not provided at the previous meeting? I'm simply not seeing anything in RONR to support the concept that notice must be given repeatedly until a motion has been permanently disposed of.

[hmtcastle]

Does this mean that notice would need to be provided in the call of the meeting for the following meeting, since notice was not provided at the previous meeting?

Well, either in the call or at the previous meeting. (If it's a regular meeting, there might not be a call.)

Wouldn't the specific requirement for notice at the previous meeting (or in the call) trump the general rule about unfinished business?

[jstackpo]

Given a proper notice in the October meeting, following jrb's bylaws, and given that there WAS a quorum present in November, two things (at least) could have happened in November that would allow the bylaws to be considered in January, without another notice being given:

The motion to amend was made, and then postponed to January - no further notice would be needed and the amend motion becomes a general order in January.

The motion was made and the meeting then adjourned, with the motion pending. Again no further notice is required and the motion would be unfinished business in January.

But, of course, the November meeting was inquorate, so nothing could happen then.

Now let's step back a bit: Here's a possibility: people stayed away from the November meeting, causing it to be inquorate, BECAUSE they didn't want the bylaw amendment considered. Their (slightly risky) strategy paid off. If I was a member of that group I would scream bloody murder if the chair had the temerity to bring up the amendment motion in January - there was NO notice given in November (it couldn't be because of a lack of a quorum) so I wouldn't have to worry that the amendment might come up in January. I'd go to the January meeting, anticipate that a (new) notice would be given for the February meeting, and then rally the troops to stay away from the Feb. meeting.

Eventually the proponents of the amendment would give up without the amendment ever coming to a formal vote.

[Josh Martin]

Given a proper notice in the October meeting, following jrb's bylaws, and given that there WAS a quorum present in November, two things (at least) could have happened in November that would allow the bylaws to be considered in January, without another notice being given:

The motion to amend was made, and then postponed to January - no further notice would be needed and the amend motion becomes a general order in January.

The motion was made and the meeting then adjourned, with the motion pending. Again no further notice is required and the motion would be unfinished business in January.

When notice is given of an amendment to the Bylaws, it becomes a general order. If a general order is not reached before adjournment, it is taken up as Unfinished Business at the next regular meeting. You appear to be leaving that part out of your analysis.

[jandm]

Well, a really small organization and look what I started. I am pleased to tell you that the November meeting did not have a quorum because we did not a speaker scheduled and just not that many people came - that happens often. So much for the intense strategy that might have taken place. I think we just need to treat it as unfinished business and go forward. There really will not be a problem with voting for the amendments - we only have two persons who are arguing - and that probably is just their nature.

Thanks, again, for all your help - I have learned so much with your support. I will learn more on my own - promise!

[jstackpo]

Josh Sed (btw, how do you get that green boxed "Quote" to work?):

"When notice is given of an amendment to the Bylaws, it becomes a general order. If a general order is not reached before adjournment, it is taken up as Unfinished Business at the next regular meeting. You appear to be leaving that part out of your analysis."

Yes, it becomes a general order, but that is only a scheduling rule in this instance. When general orders come around, the motion still has to be actually made, seconded and stated. Giving notice does not accomplish this. And those last three steps cannot take place in an inquorate meeting.

If a motion has been formally postponed and becomes a general order, it already HAS been made, seconded and stated, so the chairman can properly announce that it is pending when genral orders comes up in the Order of Business.

[hmtcastle]

I think we just need to treat it as unfinished business and go forward.

Bear in mind that even though, depending on whose argument is persuasive, another notice might not be required, nothing in RONR prohibits providing it. So why not err (if erring it be) on the side of notification?

[Josh Martin]

Josh Sed (btw, how do you get that green boxed "Quote" to work?):

Rather than clicking the "Add Reply" button at the problem, click the "Reply" button under the post you wish to quote (or the Multiquote button if you wish to quote multiple people). By default, this will quote the entire post, but you can modify it from there if desired.

Yes, it becomes a general order, but that is only a scheduling rule in this instance. When general orders come around, the motion still has to be actually made, seconded and stated. Giving notice does not accomplish this. And those last three steps cannot take place in an inquorate meeting.

So your position is that giving notice of the Bylaws amendment only "sort of" makes the item a general order, and it is not considered a general order for the purposes of carrying over Unfinished Business until it has actually been stated by the chair?

Bear in mind that even though, depending on whose argument is persuasive, another notice might not be required, nothing in RONR prohibits providing it. So why not err (if erring it be) on the side of notification?

I think jrb meant that there are only two members arguing against the amendment, not that there are only two members arguing and everyone else is twiddling their thumbs.

[jstackpo]

So your position is that giving notice of the Bylaws amendment only "sort of" makes the item a general order, and it is not considered a general order for the purposes of carrying over Unfinished Business until it has actually been stated by the chair?

Yup.

The book isn't transparent on this question, to be sure. But it seems to me that there are, in effect, two types of "general orders":

1) Those created when a pending motion is formally postponed, or the meeting adjourns with something pending (latter is very rare, in my experience). Those general orders will carry over to a later meeting if the current meeting doesn't get to them for some reason.

2) Those that are created by some scheduling motion or other parliamentary device. Giving notice of a bylaw amendment is one such device, per p. 578, lines 8-10. Adopting an agenda (p. 360) is another. The motion (or motions) still have to be actually made in both of these two "schedule" situations. Nobody (that I know of) claims that adopting an agenda actually makes any of the motions listed in the agenda. See p. 362, lines 22-25. None of these scheduled motions can carry over as none have been actually made (yet).

Lets hear it for RONR/11.

[hmtcastle]

I think jrb meant that there are only two members arguing against the amendment, not that there are only two members arguing and everyone else is twiddling their thumbs.

The arguments I was referring to are the ones on this topic.

In any event, an "extra" notice (even if not required) might bring more members out of the woodwork and would avoid "wasting" time arguing over whether the October notice was sufficient for making the motion at the February meeting.

[Rob Elsman]

Yup.

The book isn't transparent on this question, to be sure. But it seems to me that there are, in effect, two types of "general orders":

1) Those created when a pending motion is formally postponed, or the meeting adjourns with something pending (latter is very rare, in my experience). Those general orders will carry over to a later meeting if the current meeting doesn't get to them for some reason.

2) Those that are created by some scheduling motion or other parliamentary device. Giving notice of a bylaw amendment is one such device, per p. 578, lines 8-10. Adopting an agenda (p. 360) is another. The motion (or motions) still have to be actually made in both of these two "schedule" situations. Nobody (that I know of) claims that adopting an agenda actually makes any of the motions listed in the agenda. See p. 362, lines 22-25. None of these scheduled motions can carry over as none have been actually made (yet).

Lets hear it for RONR/11.

An item of business may be made an order of the day in any of the three ways listed in RONR (10th ed.), p. 354, ll. 8-23. Your reply seems to confuse orders of the day with unfinished business.

[jstackpo]

An item of business may be made an order of the day in any of the three ways listed in RONR (10th ed.), p. 354, ll. 8-23. Your reply seems to confuse orders of the day with unfinished business.

And a fourth way, not listed on p. 354 (but it should be), is by giving notice of a bylaw amendment, as noted on p. 578.

But you are correct -- a General Order not reached in the current meeting becomes Unfinished Business at the next meeting - I was a tad imprecise - p. 347. On p. 25 the two categories get lumped together in step 5.

[jandm]

I disagree. Proper notice was given at the meeting in October. The motion would have been considered in November, but was not reached because there was no quorum. Because it was not reached before adjournment, it comes up under Unfinished Business at the next regular meeting, provided that meeting is within a quarterly interval. Once notice for a motion has been properly given, it is then governed by all of the usual parliamentary rules. It is not necessary to provide notice again at every meeting until the motion is voted on. So long as the next meeting is no later than Feb. 28, no further notice is required.

OK The dates:

The bylaws were given to the membership before the October meeting for voting at the October 18 meeting. There was no quorum at the October meeting.

There was no quorum at the November meeting.

No meeting was held in December.

No quorum at the January meeting.

Does the quarter start from the date of the October 18 meeting? Thus the quarter would be within Feb. 18 (10/18 -11/18, 11/18-12/18, 12/18-1/18, & 1/18-2/18)? Or is the quarter figured as Oct., Nov. Dec. Jan.?