On 21 March 2016, the Carleton University Board of Governors purported to have passed new bylaws. However, drafts of the complete bylaws were not provided to all governors until 21 March 2016, at which time all board members finally received the two appendices to the proposed bylaws. I objected to this at the open session on 21 March 2016, but my objection was over-ruled by the board chair. On 22 March 2016, I sent an e-mail to the board chair, board vice-chair, and university secretary with essentially the arguments laid out in this post. That e-mail not only asserted that the five-day notice requirement was breached, but cited bylaw article 11.4.(a) and Robert’s Rules of Order articles 21 and 47. I never received a reply nor even an acknowledgment of receipt of my e-mail point of order dated 22 March 2016 [but see addendum].
Appendix A and Appendix B were substantial and integral new parts of the proposed new Carleton University Board of Governors bylaws considered as special resolutions at the 21 March 2016 open session of the board. Appendix A and B supposedly were last updated on 11 February 2016, but were never distributed to governors until the meeting to approve the bylaws on 21 March 2016, a fact conceded by the chair of the board’s governance committee. Because these important open session documents have never been distributed, I am posting scanned copies here for Appendix A and Appendix B. Both appendices were intended to be integral parts of the bylaw changes.
When I raised a point of order at the open session on 21 March 2016 that the five-day notice requirement was not met for all of the proposed bylaws and that therefore the board should defer voting on the proposed new bylaws, the board chair ruled against me and cut off all discussion of my point of order, despite there being no factual dispute about the breach of the five-day notice requirement for the two appendices.
Appendix B (“Rules of procedure at meetings”) constitutes a substantial change to Carleton’s bylaws insofar as this appendix provides a skeletal and inferior replacement to Robert’s Rules of Order that the Carleton University Board of Governors had been using until 30 June 2016. While not stated explicitly in the bylaws, the governance committee minutes of 7 October 2014 and 10 March 2015 document that Carleton’s board had maintained a tradition of adhering to and invoking Robert’s Rules of Order. Furthermore, Appendix B only addresses rules of procedure at meetings, but is curiously silent on rules of procedure outside of meetings. Thus, this very point of order about five-day notice would not be covered by the new bylaws that include Appendix B because this point of order is being made outside of a meeting.
With the board’s current bylaws, it requires a special resolution to waive the five-day notice requirement per bylaw article 11.4.(a), but there was never a motion introduced nor a vote taken to waive the five-day notice requirement for the bylaw changes. Thus, once again, the board has attempted to change bylaws by violating its own bylaws.
Board bylaw article 11.4.(a):
Notice in writing of the date, time and place of each meeting shall be sent to each Governor, addressed to such Governor at his or her address as it appears in the records of the Board at least five days before the day appointed for holding such meeting. Such notice shall be in the form of an agenda and shall specify in reasonable detail the matters, other than those of a routine nature, which are to be dealt with at such meeting, including in particular matters which, by these Bylaws or the Act, require a Special Resolution.
Robert’s Rules of Order article 47 (in relevant part):
No motion is in order that conflicts with…the assembly’s constitution or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void.
Robert’s Rules of Order article 21 (in relevant part):
The question of order must be raised at the time the breach of order occurs, so that after a motion has been discussed it is too late to raise the question as to whether it was in order, or for the chair to rule the motion out of order. The only exception is where the motion is in violation of the laws, or the constitution, by-laws, or standing rules of the organization, or of fundamental parliamentary principles, so that if adopted it would be null and void. In such cases it is never too late to raise a point of order against the motion.
Addendum – posted the same day
Forty (40) minutes after posting the above blog, the chair of the board replied to my point of order, again over-ruling it. In his reply, the chair stated that, “copies of the Appendices were provided [at the 21 March 2016 open session] as a courtesy and that the intent of the Governance Committee was to present them at the April meeting of the Board.” Thus, even though the appendices are integral parts of the bylaws, the board’s executive kept them away from the full board’s discussion, debate, and voting on the bylaws changes on 21 March 2016.