Richard Brown

I hope it is undisputed that the chair alone does not have the authority to promulgate and enforce such a rule.  Such a rule must be adopted as a special rule of order by the board or the membership.  The problem here is that the chair DID single-handedly promulgate such a rule.  We are told that "this ruling was challenged and then upheld by a majority vote of the board."  That does not tell us much.  What was the basis of the challenge?  Was it a formal point of order? Was it that "I don't like that rule"?  Or was it that "the chair has no authority to impose such a rule"?   What was the basis of the board upholding the rule?  

Since we don't know the nature of the objection to the chair imposing the rule or the nature of the board "ratifying" it, we really don't know what happened or how the rule came to be "adopted" if it was adopted at all.  We don't know if the majority vote of the board approving whatever the chair did was a regular majority vote or the vote of a majority of the entire membership of the board.  I just don't know enough to say whether this rule has been validly adopted, but, if the board is inclined to support the chair no matter what, it may be a moot point.  I do agree, however, that the rule itself does not appear to be entirely unreasonable.  My issue is whether it has been validly adopted.  (Personally, I don't like the rule for a small board, but that's not my call).

I suggest that the board go through the proper process of formally adopting whatever special rules of order it wants regarding muting members and seeking recognition in electronic meetings and the conduct of electronic meetings in general.

On 4/18/2024 at 1:50 PM, Angie N said:

Hello,

In our organization the Parliamentarian is an elected position and is also chair of the bylaws committee and member of the executive board.  I understand that the Parliamentarian in general should remain impartial and not participate in debate and voting unless by secret ballot. Does this still apply as a board member and chair of bylaws? If possible,  can someone tell me where I  can find the answer in RONR also? Thank you so much!

This is ultimately a question of bylaws interpretation.... interpretation of your own organization's bylaws and whether the intent is to grant the elected parliamentarian the same rights to make motions, participate in debate and vote as all other members rather than have those rights limited by the rules in 47:55 of RONR (12th ed.) as would normally apply to a member parliamentarian.  That provision reads as follows:

A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair’s prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion.

It is ultimately up to your membership to determine whether the intent of the bylaws is to exempt your elected member parliamentarian from that provision in RONR.

I will add that it is also possible for your organization to adopt a special rule of order specifically granting your member parliamentarian the same rights as all other members have in this regard.

Agreeing with my colleagues, a motion to adjourn which amounts to a motion to adjourn sine die of a convention which will go out of existence upon adjournment is not a privileged motion, but is an ordinary, main motion subject to debate and amendment. It would be appropriate for a member to state that there is still one important item of business to be taken up and that the motion to adjourn should be defeated.

See section 21:8 of RONR (12th ed.)

On 4/18/2024 at 8:50 AM, Rob Elsman said:

Another alternative is to adopt a preliminary main motion that sets the length and number of speeches that are allowed of each member

I’m curious as to how, exactly, this answers the original posters question about suspending the rule limiting resolutions to one subject only. 

For the record, I agree with Mr. Honemann‘s suggestion, but if this session consists of more than one meeting, I question whether the rule could be suspended for more than one meeting at a time. as opposed to being. suspended for the entire session by a single vote. 

Can someone provide a citation to the provision in RONR which states that a special rule of order may be suspended for either an entire meeting or an entire session? Although I am fairly certain I have seen it, I am unable now to find a provision which explicitly says that.

 

I don’t know that the motion would necessarily be out of order – in fact, I doubt that it is out of order. However, it can certainly be amended or voted down!

On 4/17/2024 at 5:36 PM, Guest james.dawson@snhu.edu said:

One position did not come up for nominations. What happens to the position if no one is nominated?

Can you explain what you mean by the statement above that one position did not come up for nominations? Please elaborate. What that position simply overlooked? It came up, but no one got nominated? We need a bit more information. Unless your bylaws provide otherwise, nominations can always be made from the floor and names can be written in on the ballot without having been formally nominated.  If no one gets selected at the election meeting, you have an incomplete election, and that position should be filled as quickly as possible.

Man, I am so sorry to hear that JJ. George became a member of the old original forum around 25 years ago, the same time you and I did, and he was one of the first members who I met in person when I attended my first NAP convention, the one in San Antonio, Texas, 20 or 25 years ago. I liked him almost instantly and admired him greatly. He was an outstanding parliamentarian and will be missed.

Here is a link to the previous thread.  I also just posted a comment in it.   https://robertsrules.forumflash.com/topic/43480-motions-regarding-meeting-minutes-at-a-special-meeting/

I'm late to this particular party, but I agree with Mr. Gerber, Dr. Kapur, and, I believe with Mr. Honemann.   I believe the motion at the special meeting (assuming it really was a special meeting or convention, which is a subject for another thread) for the secretary to "publish" the minutes of said meeting within a certain number of days was proper and in order pursuant to RONR 9:15. BTW, I do not necessarily interpret the word "publish" to mean to actually mail or email the minutes to the members or delegates unless the motion actually said so, but merely to make them available to the members in the usual way, possibly by posting them on the organization's website.

On 4/17/2024 at 1:52 PM, Guest Andy E said:

Thanks and my apologies.  I tried a different set of searches just now, and found the previous thread you mentioned.

Would you be so kind as to provide us with a link to that prior thread?

On 4/17/2024 at 3:48 PM, Gary Novosielski said:

Well, let's back up to the point where the chair just made these rules up out of thin air.  If the members never approved them, they're not in effect.

And unless Zoom meetings are provided for in your bylaws, they're not permitted.

Mr. Novosielski is correct.  However, it appears that the board MAY have "endorsed" or approved of the rules, thereby making them valid..... assuming that the board does have this authority. Your bylaws and any special rules of order you adopt supersede the rules in RONR. I  do question whether they went about it the right way, though.  How, exactly, did the board go about "approving" the chair's improperly imposed rules? Those sound like special rules of order.  If RoNR is your parliamentary authority and your bylaws don't provide otherwise, the adoption of a special rule of order requires both previous notice and a two-thirds vote, or, in the alternative, the vote of a majority of the entire membership (in this case the board).  RONR 2:22 (12th ed.).  In addition, the authority to conduct electronic meetings must be authorized in the bylaws.  RONR 9:30.

Note:  The vote of a majority of the entire membership is not the same thing as a regular majority vote. RONR 44:9.

On 4/10/2024 at 11:38 AM, Josh Martin said:

No. Actually, elections are even earlier in the order of business. They should be listed under Special Orders - generally, as the first item under Special Orders.

Isn’t that what I said in my response yesterday afternoon?  

However, an election would not be considered a special order unless it is taking place at a meeting at which the bylaws state elections should take place or the election has been made a special order of business for this meeting. An election is not a special order of business just by virtue of being an election.

On 4/10/2024 at 2:54 PM, Tomm said:

I believe Section 6 in the above bylaws states, "No nominations may be made from the floor at the election meeting."

That’s true, but I think we are talking about this taking place at the nomination meeting, not at the election meeting. Nominations from the floor are permitted at the nomination meeting.  I agree that the bylaws seem clear that nominations from the floor are not permitted at the election meeting.

Agreeing with Mr. Honemann, it is up to the members of your organization to interpret its bylaws. Although I am not a member of your organization, and therefore have no say, my personal thoughts are that if the bylaw amendment gets changed and the members at the second convention are not voting on the same thing the members at the first convention voted on, then whatever the members voted on at the second convention must itself be voted on again at another convention. 

Another interpretation would be that if the first amendment did not get approved at both conventions, then it has failed and the amendment process must start over again. 

This is something your membership will have to figure out. Good luck! 
 

On 4/9/2024 at 5:07 PM, Father Cadan said:

Nominations are not allowed at the election meeting.

Is that provision in your bylaws? Or is it just a custom?

No, there is no rule in RONR which prohibits you from nominating yourself or voting for yourself. 

On 4/9/2024 at 2:03 PM, Guest Angelia Velarde-Logsdon said:

Is it true that Elections are listed FIRST under new business?

No, there is no such rule in RONR.  However, if the bylaws require elections to occur at a certain meeting, the elections shall be considered to be a special order of business for that meeting.    If you are following the standard order of business in RONR, special orders are taken up earlier in the meeting, specifically immediately prior to unfinished business.  New business then follows unfinished business.  For the standard order of business, see section 41:5 in RONR (12th ed.).  See section 41:20 for taking up as a special order matters which the bylaws specify shall be conducted at a particular meeting (such as elections).

On 4/9/2024 at 12:31 PM, Josh Martin said:

I could have sworn there was something stated where a President or Vice President needed to first have experience with either Treasurer or Recording Secretary before moving up to a VP or President. Can somebody advise?

As Mr. Martin stated above, there is no such requirement in RONR.  Perhaps you read it somewhere else, but it is not a requirement in ANY of the parliamentary authorities that I am familiar with.  Your bylaws could make it a requirement, but it is most definitely not in RONR.

I agree with Mr. Martin that since the motion to adopt the report was NOT made by the reporting committee member (or, as far as we know, by any committee member), the motion technically required a second regardless of how many members were on the committee.  However, as RONR makes clear, the lack of a second becomes immaterial once debate or voting begins.

On 4/8/2024 at 5:53 PM, Guest Kathy Delegate said:

I am currently an Officer for a not-for-profit organization.  I was attending a meeting of the Panel in March; a motion was presented by a voting member and seconded; and I (and other past Officers in that position) were asked to leave the room, as it might be a conflict of interest for us.  None of us had a voice on the topic and I was not allowed to vote on the topic. 

You can be "asked" to do all manner of things by all sorts of people.  That does not mean you have to comply with any such requests. 

As the RONR provision quoted by Mr. Honemann makes clear, three of the basic rights of membership are the right to attend meetings, to participate in debate at meetings, and to vote.  You cannot be deprived of any of those rights except through appropriate disciplinary proceedings or as may be provided for in your bylaws.  The RONR provision is section 1:4 of the current 12th edition.  It's at the very front of the book!

If you are the sole owner of the corporation, which I assume is a for-profit corporation, you likely have the ultimate authority to replace board members, but the method of doing so will probably be dictated by your bylaws and/or state law.

On 4/8/2024 at 8:02 PM, rondao said:

The president and secretary of a nonprofit club I belong to are refusing to let members contact the board without going through them.  This is not addressed in the bylaws.  Is this permissible?

Also, they are refusing members access to the membership list.  Is this permissible?  It is against state law.

What is the definition of financial records?  They are refusing access to them as well because they don't know what records are included.  I say bank statements, check registers, etc.  

Agreeing with Mr. Elsman, there is nothing in RONR that specifically addresses whether the membership has the right to view, inspect or copy the organization's membership roll.  Some state laws might require that for incorporated organizations.

The provisions in RONR regarding the records of the secretary and the right of members to inspect certain of those records can be found primarily in sections 47:33 and 47:36 of RONR (12th ed.).  A close reading of those two sections indicates that the membership roll is not one of the records that RONR says the secretary must permit members to inspect.

As Mr. Elsman stated, the membership (or perhaps the board) can direct the secretary to permit the inspection of additional records of the organization.  In addition, it can adopt a bylaw provision or a  standing rule specifying which records shall be made available by the secretary for inspection by members.

Agreeing with Mr. Elsman, the answer to this question must be found in your own bylaws and rules. RONR grants an alternate no status.  However, I will add that it is rather customary for alternates to be permitted to sit in on the committee meetings, but the role that the alternate has is wholly dependent on your own rules and what authority the committee or the parent assembly wants to grant to the alternate.  An alternate who is just sitting in on a meeting can often be given the right to speak and to enter in debate, but cannot be given the right to vote unless he is sitting as a full member while replacing an absent member.

Guest Donna, please see my answer to your other question about this same topic 

Edited to add:  The short answer, though, is yes, it is possible to fill all positions except that of president at the upcoming election meeting.  See my other answer for more details.

What do your bylaws say about nominations and elections?   Unless your bylaws provide otherwise, and if RONR is your parliamentary authority, you can and should take nominations from the floor.  Also, write-in candidates are permitted.  So, even if your nominating committee (assuming you have one) has not recommended anyone for president, you can still elect one by means of a nomination from the floor or write-in votes.  More information on what your rules say about nominations and elections would be very helpful.

In addition, if no one is elected president at this meeting, you will have an incomplete election which should be completed as soon as possible.   Depending on the wording in your bylaws of terms of office, it may be that your current (and outgoing president) will continue to serve until a successor is elected.  What, EXACTLY, do your bylaws say about the terms of office and when they end?  Do officers serve until their successors are elected?  If so, please give us the EXACT, VERBATIM language from your bylaws.  A very minor variation in wording can make a big difference.  So, please quote EXACTLY, don't paraphrase.