Josh Martin

Well, I think the secretary is right to object to the chair, acting alone, altering the secretary's notes. The committee has the power to alter the notes, but the chair does not. I agree that the chair and secretary seem confused about other aspects of memoranda for committees. Yes, I think this is all correct. I would note, however, that to the extent there is (for some reason), disagreement over a correction, I believe that disagreement would have to be settled by vote. I don't see how else you would resolve it.

Thank you for all these additional facts. To clarify, my understanding is that this board member had only five days left in his term as President, but had one year left on his term as a board member. Additionally, the bylaws authorize the board to fill vacancies. I think there is some ambiguity as to whether this appointment was legitimate. Specifically: Do your bylaws authorize the board to conduct business via email? If not, then it would seem the appointment was not valid. Further, RONR provides that notice must be given of an election to fill a vacancy. It does not appear to me that any such notice was given. So it may be that the board may rule the appointment invalid on one or both of these grounds. In the alternative, supposing the appointment is valid, the question then arises as to how the board member may be removed. I am inclined to agree with you that because this director was elected by the board, the director may be removed by the board. But I don't yet know how the director may be removed, because we lack the facts needed to answer that question. First, if your bylaws have their own rules pertaining to removal of directors, those rules must be followed. If your bylaws are silent on this matter, then I reiterate J.J.'s request to quote exactly what your bylaws say regarding the term of office for board members. You have ignored this request and provided a paraphrase. The reason we need an exact quote is because there are two different procedures in RONR for removal of board members, depending on the exact wording the bylaws use to define the term of office. "Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows: • If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. • If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

I concur with all of my colleagues, but to the extent you are unable to persuade the rest of the board to "completely remove" the IPP position, some ideas which occur to me to mitigate the potential damage would be: Option A: Provide something like "The Immediate Past President shall serve as an ex-officio member of the board, unless otherwise ordered by the board." Option B: Provide something like "The board shall elect a former President to serve as a member of the board and as an advisor to the board." (It may well be that the immediate past president is the person customarily elected to this position.) Either of these provides an "escape hatch" in the event something goes horribly wrong. The difference is that in Option A, it's either the IPP or nothing; in Option B, a different Past President could be chosen. If you do a quick search for Immediate Past President on this forum, you'll find that this position works fine... until it doesn't, and then it really doesn't. Your organization, thankfully, doesn't seem to have had a problem yet. But it might in the future.

Certainly a Point of Order can (and should) be raised when one of these resolutions is offered at the convention, but the question the OP asked was how an absent delegate would object.

Ultimately, it is up to the organization to interpret its own bylaws. In the long run, if it is indeed the desire of the organization to provide that any motion (including amendments to the bylaws) may be voted on by mail, if the assembly orders a mail vote, by majority vote, the bylaws should be amended to more clearly state this. This is certainly not obvious from looking at the rules in question.

It will be at the assembly's discretion whether to permit nonmembers to attend. Many organizations face the challenge of having a meeting where some persons present are members and others are not. There are various methods organizations use to handle this, such as using different seating areas for members and nonmembers, assigning different colored badges for members and nonmembers, assigning voting cards to members, and so forth. If the assembly prefers to exclude nonmembers entirely, however, the assembly is free to do so.

Does it actually matter whether the "practices" involve parliamentary procedure? As I read RONR (12th ed.) 2:25, what is said there is equally applicable whether the rules (if they were written down) would be in the nature of rules of order or standing rules.

Well, another way to proceed would be to actually have a meeting where these issues can be hashed out. I'm rather doubtful they can be hashed out over email. Have you made any progress in trying to schedule an actual meeting of the board? What do the organization's rules say on that subject? Another idea which occurs to me would be to try to direct these matters to the attention of the parent organization, if there is one. Questions concerning legal matters should be directed to an attorney.

To the extent that the detailed packet is interpreted to be in the nature of a notice requirement (and I am in agreement with Mr. Elsman that there is ambiguity on this point), because the notice in question is sent in advance of the convention to all delegates, I am inclined to think that in these circumstances, delegates who were elected by their constituent units but who did not attend the convention are considered "absentees" for purposes of RONR 23:6(e). As a result, the rule in question may not be suspended unless 1.) all registered delegates are present, or 2.) the organization's bylaws provide for the rule's suspension. If the detailed packet is not interpreted to be in the nature of a notice requirement, but is sent solely as a courtesy to delegates, then this is a non-issue. In making a determination on this matter, it would likely be desirable to view the organization's rules concerning resolutions. I don't think a Point of Order could be raised until the next convention - assuming the matter in question remains a continuing breach at the time of the next convention.

Yes, thank you for the clarification. The third suggestion will only be an option if this is an original main motion.

Practices that are followed over time, but are not part of the organization's written rules, are referred to in RONR as "customs." RONR does not use the term "standard operating procedures." RONR has the following to say concerning the status of customs. "In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25 That is, customs which do not conflict with any written rule of the society are followed unless the assembly chooses to do otherwise. If a custom does conflict with a written rule, however, the written rule must be complied with, unless and until the written rules are amended to incorporate the custom. If this does not answer your question, we may be able to provide further assistance if you can provide additional details regarding the situation at hand.

Please answer the following questions. What, if anything, do the bylaws say concerning filling vacancies? If the bylaws are silent concerning filling vacancies, what do they say concerning the authority of the board generally? Have the resignations been accepted by the body with authority to fill the resulting vacancies? What, if anything, do the bylaws say concerning the quorum for the board? Did all four of these persons resign simultaneously, or did they resign individually over a period of time? Yes. Maybe, maybe not. Provided these three board members constitute a quorum, they can take action and make decisions. Without more details, I can't say whether these three board members constitute a quorum. Yes.

You're just repeating what you said in the original post. I have no further clarity on this matter then I did before, so I have nothing to add to my previous response. Please describe in greater detail the nature of this organization, its structure, its membership, the nature of this "mass meeting," and the nature of this "Leadership Committee." Exact quotations from the organization's bylaws on these matters would be desirable.

Several ideas occur to me, although there are quite likely others. You could amend the organization's rule which provides "any member can put an item of new business on the agenda prior to the 24 hour deadline." It is not clear to me whether this rule prevents the assembly from amending the agenda to remove the item in question. But even supposing it does, the assembly could amend the agenda so it is the last item on the agenda, and then immediately adjourn before considering the item. When the item is reached and the persistent member makes the motion, a member could immediately move to Object to Consideration of the Question, which requires a 2/3 vote and will suppress the question for the duration of the current session. (The advantage of this over the Previous Question is that it can be moved before even the motion maker has an opportunity to speak.) The organization could adopt special rules of order providing a longer "waiting period" for a defeated motion to be brought before the assembly again (perhaps with some workarounds built-in in case a legitimate need arises to consider a defeated motion again).

Nonetheless, I believe it continues to be in order to establish an order of the day to occur after a certain event, rather than at a specific time, regardless of the manner in which the order of the day is established. Indeed, it seems to me this is a great deal of what an agenda is. For any items where no time is specified (or for which the time is advisory only), the items are being defined as coming up after the item previously listed on the agenda is completed. I think this would require a motion to Suspend the Rules.

No. Not all rules of order can be suspended. One category of rules of order which cannot be suspended is rules protecting absentees, which includes, among other things, rules regarding previous notice. (For more information concerning rules which cannot be suspended, see "Rules That Cannot Be Suspended" in RONR (12th ed.) 25:7-13.) “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” RONR (12th ed.) 25:10, emphasis added If your organization adopts a rule providing that previous notice may only be submitted in writing, then your society has provided that only a notice given in writing is a proper previous notice of a bylaw amendment. The rules could not be suspended so as to permit previous notice to be given in some other form. Nonetheless, it continues to be my view that it is preferable to place the rule in the bylaws, because: This will make the rule more resistant to change. While a special rule of order pertaining to previous notice cannot be suspended, special rules of order can generally be amended more easily than a rule in the bylaws. Because this will make the rules on this matter more accessible to members, as all the rules pertaining to amending the bylaws will be in one place.

The same way you would put any other item on the agenda.

Well, as I have noted above, the general membership is free to act on this matter, as a body, at a regular or properly called meeting, with a quorum present. Individual members, however, have no right to this information unless the organization's rules or applicable law so provide. In the long run, if the general membership believes that notification of the topic(s) to be discussed at an executive session of the board should be released to individual members as a matter of course, the general membership is free to adopt rules on this subject.

It is not clear to me whether “the Members” in this context refers to the membership, at a meeting, adopting a motion on this matter or if it refers to an individual member (or a group of individual members). So I’ll cover both. The membership, at a regular or properly called meeting with a quorum present, can order the board, by majority vote, to disclose the notice in question. I’m not certain whether the notice itself contains any confidential information, but out of an abundance of caution, it may be prudent for the membership to enter executive session before adopting such a motion. An individual member, or group of members, has no right to this information, unless the organization’s rules or applicable law so provide. It depends on who “we” is, as noted above.

This is not correct. A rule regarding previous notice cannot be suspended - because, as you say, that would defeat the purpose. “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” RONR (12th ed.) 25:10 I nonetheless agree that it is preferable to place such a rule in the bylaws.

Yes, I believe the time for a special order need not be "clock-based" and can be based upon an event. I think the only limitation on this is that the "event" in question must reasonably be expected to occur during the current session or at the next regular session (if within a quarterly interval). I'm not certain a special rule is necessary, but to the extent it was, I see no reason why not.

I don't know where you read this. No such rule exists. It is certainly highly recommended that motions be in writing (unless perhaps the motion is very brief), and I think the chair should certainly encourage members to put their motions in writing, ideally before the motion is reached on the agenda. But doing this will not give the motion "priority" over other motions. It will just make everyone's lives easier, especially the Chair and the Secretary.

We've discussed this question at length in the past, and I believe that the general consensus is that 1.) it is not possible to resign from the position of Immediate Past President and 2.) even if it is possible to resign from the position of IPP, it is impossible to fill the resulting vacancy. I'm not sure, however, what the OP means by that statement. To the extent that there is no reference to the "Past President" in the bylaws at all, I agree that the "Past President" is not on the board. But it may well be, for example, that the bylaws provide something like "The board shall consist of the President, Vice President, Secretary, Treasurer, Past President, and five directors," but provide no further definition of the Past President. In such a case, the Past President would be on the board, but it wouldn't exactly be a "defined position."

I would first note that a school board is quite likely governed by its own rules on this matter, and possibly also by applicable law. So I think this is ultimately a question for the board's clerks and attorneys. So far as the rules of RONR are controlling, however, I believe this could be handled by either of the following options, either of which will require a majority vote for adoption: Amending the draft agenda while it is pending for adoption to remove the items in question from the agenda When the items become pending, postponing them to the next regular meeting Under the rules in RONR, the trustee who originally proposed these matters does not have the unilateral authority to require the items to be delayed until a future meeting.

Then unless and until a rule is adopted in this matter, previous notice may be given by either of the following: By giving the notice orally at the previous regular meeting, provided the next regular meeting is within a quarterly interval By including the notice in writing in the call of the meeting It certainly cannot be adopted as a standing rule. This is not in the nature of a standing rule. I think it is preferable to adopt the rule in the amendment section of the bylaws, but I think a special rule of order would also be permissible.