[Lnc-business] Bylaws, and members, and alternates! Oh, my!

[Alicia Mattson]

As a follow-up to a prior discussion about whether LNC regional alternates
are “members” of the national committee, I’ve composed this longer essay
about the messy implications.

RONR p. 3 explains that, “A member of an assembly, in the parliamentary
sense, as mentioned above, is a person entitled to full participation in
its proceedings, that is, as explained in 3 and 4, the right to attend
meetings, to make motions, to speak in debate, and to vote.  No member can
be individually deprived of these basic rights of membership—or of any
basic rights concomitant to them, such as the right to make nominations or
to give previous notice of a motion—except through disciplinary
proceedings.”

Bylaws Article 7.2.c provides for the regional alternate position, but in
the rest of the bylaws, the only role assigned to them is in the context of
email ballots.

Bylaws Article 13 :
“The chair or secretary shall send out electronic mail ballots on any
question submitted by the chair or cosponsored by at least 1/5 of the
members of the board or committee.  The period for voting on a question
shall remain open for seven days, unless all members have cast votes, or
have stated an intention to abstain or be absent during the voting period,
by electronic mail to the entire board or committee.  Votes from alternates
will be counted, in accordance with previously defined ranked order, in the
absence of the corresponding committee member(s).”

Article 13 of the bylaws makes it clear that regional alternates do not
have full voting rights as do regional representatives, since their email
ballot votes aren’t counted if the regional representative votes.  Article
13 doesn't see an alternate as a “member” under the RONR p. 3 definition.
The final sentence of that Article 13 makes a specific distinction between
the alternate(s) and the “corresponding committee member(s).”

The LNC has generally not perceived regional alternates to be “members” of
the LNC.

Article 13 above says that “members” can cosponsor email ballots, but in
all the years I’ve been involved, the LNC has never allowed alternates to
do that.

We have never included alternates in quorum calculations, though Bylaws
Article 7.10 says, “A majority of the membership of the National Committee
shall constitute a quorum for the transaction of business at all meetings.”

We have never declared alternate seats vacant under Bylaws Article 7.6, “A
National Committee member who fails to attend two consecutive regular
sessions of the National Committee shall be deemed to have vacated his or
her seat.”

The chair asks the LNC for consent to allow a regional alternate to speak
in debate during our in-person meetings.  The RONR p. 263 footnote says
this is required for “nonmembers”, but p. 3 says “members” have the
automatic right to speak in debate.

There are other parts of the bylaws that would be interpreted differently
if alternates are considered “members”, though they’re in provisions that
don’t often come into play.

Then there’s Bylaws Article 9.2, which says, “The non-officer members of
the National Committee shall appoint a standing Audit Committee of three
members with power to select the independent auditor.  One member shall be
a non-officer member of the National Committee and the other two shall not
be members of the National Committee.”

As noted above, in many ways the LNC does not consider alternates to be
members.  But in September, a regional alternate was nominated for the
“member of the National Committee” seat on the Audit Committee.  I raised a
point of order and argued that I didn’t believe a regional alternate was
eligible because the bylaw specifies “member”.  The chair ruled that a
regional alternate is eligible.  I appealed the ruling, but I was the only
person who voted no, and the ruling was sustained with a vote of 13-1.

The chair’s ruling (and presumably the LNC's vote) was based on Bylaws
Article 7.2, which says, “The National Committee shall be composed of the
following members:…” and it proceeds to list officers, at-large, and define
regions including the regional reps and the regional alternates.  When that
phrase is observed in a proverbial vacuum, there’s not much to argue
about…but it is not consistent with how the LNC has handled all those other
things I mentioned.

The chair recently responded to an inquiry as to whether alternates
automatically vacate their seats under Bylaws Article 7.6 if they miss two
consecutive in-person meetings.  His response was consistent with this
LNC’s vote to sustain his September ruling on how to apply Article 7.2 when
it came to the Audit Committee.

But now hopefully you see how problematic that is.  If we interpret Article
7.2 that way, it causes a number of side effects that we’ve never accepted
before.

The reality is that our bylaw language has a consistency problem, and it
needs to be fixed.  Over time, as I’ve realized the implications, I’ve come
to the conclusion that it is Article 7.2 which is out of kilter with the
bulk of the bylaws, and it just shouldn’t use the term “members” so as to
create those cascading side effects.

In 2018, there was a bylaw amendment proposed to fix this, but we never got
to that proposal.  Hopefully in 2020, we’ll get a vote on a fix.

At the same time we should probably decide in Bylaw Article 8.1 whether
regional alternates are also precluded from serving on the Judicial
Committee or only “members”, and in Article 11.2 whether the limit of five
“members of the current National Committee” serving on the Bylaws and Rules
Committee is meant to also count alternates.

I didn’t have this lecture prepared to successfully off-the-cuff-argue the
point in September, but hopefully now you appreciate why I argued it at
all, and that I wasn't just being a cranky-pants contrarian.  I realize
that the point doesn't just leap out at you at first glance, but rather
takes a bit to wrap your head around it.

-Alicia