Josh Martin

I will answer your questions with respect to Robert's Rules of Order, however, I would note that your town's rules and applicable law will take precedence over RONR. To the extent a member simply uses the outline or notes as a guide, no rule in RONR prohibits this. If the member is reading excerpts from the papers, this technically requires the assembly's permission, but typically such permission is granted as a matter of courtesy as long as members don't get carried away with it. "If any member objects, a member has no right to read from—or to have the secretary read from—any paper or book as a part of his speech without permission of the assembly. This rule is a protection against the use of reading as a means of prolonging debate and delaying business. It is customary, however, to permit members to read short, pertinent, printed extracts in debate so long as they do not abuse the privilege. If a member wishes to do so, he can, while speaking in debate, say, “If there is no objection, I would like to read… [indicating the nature and length of the paper].” The member can then begin to read unless another member objects. In such a case, at any time until the speaker has finished reading, another member can interrupt him by an objection, which must be addressed to the chair. Or, if the speaker desiring to read prefers, he can formally request permission: “Mr. President, I ask permission to read a statement… [briefly describing it, as above]”; and the chair then asks if there is objection. In either case, if there is an objection, the chair can, of his own accord, put the question on granting permission, or any member can move “that permission to read a paper in debate be granted.” This motion requires no second unless moved by the member who made the request. Action of the assembly granting a request to read a paper can be reconsidered at any time until the reading has been concluded." RONR (12th ed.) 33:20 RONR has no rule on this subject. This will be subject to the town's rules and applicable law, or in the absence of such rules, at the discretion of the assembly. RONR has no rule on this subject. This will be subject to the town's rules and applicable law, or in the absence of such rules, at the discretion of the assembly. Certainly such issues may be brought to the attention of the members during regular debate and/or through the use of a Request for Information. (The phrase "Point of Information" is no longer the preferred term for this motion. "Request for Information" is intended to make more clear that the purpose of this motion is to ask for information.) A Point of Order is likely not the appropriate tool. A conflict with nonprocedural rules in applicable law is a legal problem, not a parliamentary problem. I understand you to be asking whether a motion may be made providing, for example, "To permit [so and so] to give an explanation of legal issues pertaining to the ordinance, and for the debate timer to be paused during that explanation." Such a motion is in order. A motion which limits or extends limits of debate requires a 2/3 vote for adoption. RONR itself does not contain limitations on members' proximity to the ballot counters, but an assembly is free to adopt its own rules on that subject if desired. It may well also be that the rule in question is within applicable law. Assuming the rule is not found in applicable law, the assembly might want to work out a compromise on this issue, permitting a few observers supporting each side of the issue to observe the counting. It may not be feasible to permit everyone to observe the count who wishes to do so. So far as RONR is concerned, this is at the assembly's discretion. Under RONR, only members of the assembly have a right to be in the room, but others may be permitted to attend if desired. Since this is a public body, however, it seems highly likely there are rules on this subject in applicable law, and such rules will take precedence.

No, I do not. But I continue to wonder whether a strict observance of this rule is practical for an assembly of any appreciable size. So I suppose I am forced to admit that this "violates" 9:31, however, I am not entirely certain this fact means the assembly is prevented from adopting such rules.

Everyone has to actually vote in order to vote. No one is "automatically" counted as anything.

But I would argue that it is the rules as applied which are the problem here, not the rules themselves. The apparent concern (and I think it is a valid concern) is that the chair has more ability to abuse this rule than a chair would in an in-person meeting. And this illustrates why ultimately a balance must be struck between these competing concerns. I'd also note that there are challenges on each side even without assuming malicious intent. A chair may inadvertently overlook requests for recognition, or members may inadvertently leave their audio unmuted and expose others to background noise or feedback loops.

The organization should adopt rules addressing how a member with an interrupting motion shall obtain the floor. An assembly which holds its meetings via Zoom will need to adopt rules about how to handle a number of issues, including, but not limited to, the issue of seeking recognition and obtaining the floor. "Various additional rules (in the bylaws, special rules of order, standing rules, or instructions to a committee, as appropriate) may also be necessary or advisable regarding the conduct of electronic meetings, such as rules relating to: • the type of equipment or computer software required for participation in meetings, whether the organization must provide such equipment or software, and contingencies for technical difficulties or malfunctions; • methods for determining the presence of a quorum; • the conditions under which a member may raise a point of order doubting the presence of a quorum, and the conditions under which the continued presence of a quorum is presumed if no such point of order is raised; • methods for seeking recognition and obtaining the floor; • means by which motions may be submitted in writing during a meeting; and • methods for taking and verifying votes." RONR (12th ed.) 9:36, emphasis added Again, I would note that the rules pertaining to some of these issues (specifically, the last three bullets) are also likely to be issues that an assembly will need to address for large in-person meetings. "In large conventions or similar bodies, some of the rules applicable to the assignment of the floor may require adaptation, which, pending the adoption of appropriate convention standing rules or special rules of order, the chair may direct. For example, in a large hall where microphones are in use and members must walk some distance to reach one, members may be asked to line up at numbered microphones. They may be recognized in numerical order, or someone may list them for the chair in the order in which assistant sergeants-at-arms turned on lights affixed to the microphones. It may be provided that a member who has a priority matter, such as a point of order, may ask the assistant at the microphone to flash the light to so indicate. Should a member, called in whatever order is established, move an amendment or other debatable motion, others awaiting a turn should stand aside unless their debate is germane to the new motion. If the Previous Question or a motion to limit debate is moved, members who have been waiting in line cannot validly protest; as in all other cases, the chair cannot choose the occasions when such motions will be in order. He may advise the assembly that, if it wishes to continue debate and hear from those waiting in line, a minority greater than one third has this within its power." RONR (12th ed.) 42:16 This is an interesting question, and is certainly one the assembly will need to consider in adopting its rules. Although I would note that, with respect to the rules presented in the present instance, the rules appear to be of a nature that the assembly would know who is seeking recognition. The rules provide for members to seek recognition by means of utilizing the "raise hands" and "emoji" features in Zoom, which are displayed on the screen for all present in the meeting to see. I am aware that some organizations instead utilize a system in which requests for recognition are sent privately to the chair or to assistants, and that certainly raises some additional questions of trust, as well as to how members could raise a Point of Order concerning the chair's assignment of the floor. I could certainly see an argument that those are not "conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area," since in an in-person meeting you can see (and perhaps hear, depending on the assembly's rules and customs) who is seeking recognition. I'm not sure I am prepared at this time to make a final judgment on that, but I see your point. The fact remains ultimately that for any assembly, it is necessary to balance concerns about the chair and assistants being malicious (or simply overwhelmed) with concerns about ensuring that the meeting is maintained in a manner that the assembly can hear the persons who are speaking. The concerns on both sides of this coin are enhanced for an electronic meeting.

But the bylaws do not simply say that the officers serve for a fixed term. Rather, they that officers serve "until the next set of Leadership elections unless removed from office per Article III, Section 4." Article III, Section 4 then provides "Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present." So based upon these facts - while ultimately the organization is free to interpret its own bylaws in this matter - it remains my view that formal disciplinary procedures are not needed to remove an officer. As to your more recent question, no, I do not think that under the rules in the organization's bylaws, any member could demand a secret ballot on a vote to remove.

Well, technically, I think the Secretary is correct - at least for now, but the organization should fix this in the future. If the general body meets less frequently than quarterly, the general body should authorize the board (or a committee) to approve the minutes. If the general body neglects to do so, however, the authority to approve the minutes rests with the general body, and the secretary is quite correct that the board has no authority to intervene in this matter. "Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)" RONR (12th ed.) 48:12 Only the general body has the authority to authorize the board or a committee to approve the minutes of the general body. Waiting for a year is not okay, but if the general body neglected to authorize anyone to approve the minutes, I guess that's what's going to happen this time. This should be kept in mind for future meetings of the general body.

Okay. So to be clear, this particular vote at issue required only a majority vote, and therefore, the one vote at issue may have made a difference. I understand why you may have thought this, but nonetheless, the fact remains that defeating a motion is not "a positive action taken that would have to be overturned by rescinding the action."

Since this is a persistent problem, your organization might wish to consider whether to amend the bylaws to remove this position. No, the election must still be held. But the election isn't "completed." An election isn't complete until you elect someone. I think we are perhaps speaking past each other. I believe you are using the term "election" to refer collectively to electing all of the officers. I am using the term "election" to refer individually to the election of a particular officer. No, that's not what I'm saying. I apologize for any lack of clarity. When I referred to "the election," I was referring solely to the election for the office for which no person is elected (in your case, the office of President-Elect). The elections for all of the other offices are unaffected. The assembly can and should complete those elections. With respect to the office where there are no volunteers, the assembly should still attempt to hold that election. If no one is elected, however, that election is incomplete. As a result, that office - and that office only - will remain vacant until the assembly completes the election and elects someone to that office. Because, however, this office has now been vacant for over two years, the organization may want to take a closer look at amending the qualifications and duties of this position, or even amending the bylaws and just getting rid of the position.

No one disagrees that it's silly. But notwithstanding this, the bylaws take precedence over Robert's Rules of Order, and if the bylaws provide that no rules in the bylaws can be suspended, full stop, it seems to me the bylaws mean what they say. Now, I will of course add that it is ultimately up to the organization to amend its own bylaws, but the facts presented at this time are that the bylaws say "These bylaws may be amended only. They shall not be suspended," which seems pretty clear to me.

I have some follow-up questions on this. Because setting aside this particular situation, I am very concerned about an extreme version of this view making all Zoom meetings impractical. First, is it your view that, in order to constitute a deliberative assembly as is defined in 9:31, members must be unmuted at all times, or simply that they must have the ability to unmute themselves if they choose? If board members could be muted by the chair on an as-needed basis (due to disruption or background noise or whatever), would that be permissible? (I am assuming the answer is "yes," since the sample rules in the appendix provide for this option.) What exactly distinguishes this from controlling access to the microphones in a large convention hall? While strictly speaking, persons who do not have access to the microphones are not "muted," it is still the case that such persons will not be able to heard by the vast majority of persons present. Assuming that meetings of this nature are authorized in the bylaws or applicable law, even if adopting rules of this nature would mean that the meeting does not, strictly speaking, constitute a deliberative assembly, does this fact mean that the rules in question may not be adopted except by an amendment to the bylaws? Or does it simply mean that the organization has deviated in some manner from the deliberative assembly defined in 1:1, and therefore the rules in RONR will not be fully applicable? "The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above." RONR (12th ed.) 1:2 Generally, it is my view that in order for a Zoom meeting to be at all functional, the following should be imposed on members, at a minimum. Even if members have the ability to unmute themselves, members should be instructed to remain muted unless they are presently speaking, or seeking recognition to do so. The chair (or persons assigned to this task) should have the ability to mute members if needed. In many assemblies, this may be sufficient, but my experience is that even stricter audio controls may well be necessary in assemblies where one or more of the following is true: The assembly is particularly large The assembly has a number of members who have a tendency to speak without being recognized The assembly has a number of members who are not particularly familiar with technology Generally, my view is that so long as mechanisms exist for members to be exercise their rights as members, such as mechanisms to obtain recognition and to make interrupting motions, and those mechanisms are applied appropriately, this still constitutes a deliberative assembly. It appears there is a suspicion that the mechanisms in this case will not be applied appropriately, and that the chair may abuse this power and refuse to recognize persons who should be recognized. To the extent this is correct, I think that is very concerning, but I do not find the rules themselves to be concerning. I am also in agreement with Mr. Brown that any rules in this matter must be adopted by the board itself, not by the chair acting alone.

Well, then I think you have your answer. If the bylaws provide they cannot be suspended, period, then I would assume the bylaws mean what they say. This is an extremely ill-advised rule, but nonetheless, the organization is obliged to follow this rule unless and until it is amended. So to be clear, your suggestion is to just ignore what the bylaws say? If the bylaws, however, provide that the bylaws cannot be suspended, period, without the rule of order exception contained within RONR, the rule in the bylaws takes precedence over RONR. But I do not agree that these rules are "false." They're stupid, but they're not false. A society is entirely free to adopt rules doing all sorts of stupid things, including prohibiting suspending any rules, prohibiting any points of order, and so forth. This seems to be similar to the long-running debate we have had on this forum over whether a society can adopt rules saying the bylaws cannot be amended, and we tended to fall into two camps of "Yes, you can do that, but it's stupid" and "No, you can't do that, because it's stupid."

Generally speaking, no. I suppose one might imagine particularly ridiculous circumstances where the chair might rule a financial motion out of order on the grounds that it is frivolous or absurd or contains no rational proposition. But a motion cannot be ruled out of order simply on the grounds that it is financially irresponsible. No, the motion cannot be ruled out of order (at least not for this reason).

So I'm not entirely clear on what the purpose of re-electing this person would be, since it seems he would be resigning immediately. I would advise that the person withdraw from the election and you all elect someone else who actually wants to serve. But if you for some reason do elect this person, I guess the solution you propose makes sense.

No. The chair ruled correctly. An item which is on the agenda but which has not yet been reached is not pending. I don't think this is correct, but even if it was, the remaining item was not pending.