Gary Novosielski

If we're treating policy as a synonym for standing rule, I agree. A rule restricting a member's right to participate would need to be a Special Rule of Order and, whether called that or not, would be subject to the thresholds for passage and suspension of any SRO.

Well, precedent arising out of ruling on an interpretation of an arguably ambiguous provision would depend on where the provision was contained. If it was a rule in the bylaws, then the precedent pertains to that rule in the bylaws, if it was a Special Rule of Order, then the precedent pertains at that level.

Resisting the temptation to add, "...unlike some people I could name."

Fair point, but an event with a stated program is somewhat easier to record, comparatively speaking. Just scribble in the result on the program. Still, that's not a bad reason to wriggle out of being the secretary of a convention. That, and the toll that repeated long roll-call balloting can take on the voice.

It would be, agreed.

Okay, I'll grant that, but I still think it would be worth a look at the secretary's duties as described in the bylaws. Suppose the EC wanted to issue instructions that the draft must be completed by the next morning?

It's a sensitive area, but if this is a truthful and accurate statement about a conviction, without editorializing, I think it's allowable. Still, I think it would be best to say "In my opinion, a theft conviction calls the judgement of a person into question," rather than saying "Therefore Mr. C is a lying crook."

I see your point. If the policy is actually worded that poorly, that could cause trouble. It's one thing to say a member may not vote on a contract with a business that they own, or even that such a business cannot enter a contract with the organization at all, but "conduct for personal gain" is probably going to be impossible to prove, short of a full-blown trial finding. I'd want to see the exact wording of that policy. If it refers to actual personal gain, it's not going to be very useful.

Probably not. It would depend on how the Secretary's duties are defined in the bylaws. By default, RONR only requires that the draft minutes be read at the next meeting. Do the bylaws say anything about the secretary having the duty to carry out instructions of the EC? Usually an officer must accept instructions issued by the general assembly but not necessarily by the board or EC.

It is not correct that an ex-officio member can vote because they are a member of the organization, but rather because they are a member of the body that they are an ex-officio member of. But in any case, this person does not seem to be an ex-officio member, since he is straight-up appointed by the president. Ex-officio members are members automatically on account of some other office that they hold. But if this is a board meeting, then only members of the board can vote. The bylaws will say who is a member of the board, and how they got to be that way. Typically it's an election by the membership. If this policy advisor is not listed in the bylaws, I don't see why he would be a member of the board. In fact, I would first question whether the president is allowed to appoint "advisors" to the board in the first place. Can you shed any light on where this power is claimed to come from? Invitations to meetings should originate from the body that's meeting, not from the president.

It would be a violation of décor, if not decorum, but though not in order, it would have the effect of an affirmative vote on adjournment. (Don't show this to J.J. 😁)

I would only add that if an offense occurs during a membership meeting, no investigation or trial is necessary, since every member there is a witness, and action can be taken at once. Read §61 for when this applies and how it works.

24:2 Members have no right to criticize a ruling of the chair unless they appeal from his decision.[RONR (12th ed.) §] But they definitely do have the right to Appeal . [RONR (12th ed.) §24] It would not surprise me if this chair has never even heard of this motion, let alone know how to handle it, so a bit of education will be required. But the biggest favor an out-of-control chair can do is to storm out of the meeting. If that happens, everyone else should take a deep breath and remain seated. After the door slams, the VP should say something like: The next order of business is.... If there is no VP, just do a quick little election to pick, or just agree upon, a chair pro tem. And don't worry if the chair shouted This meeting is adjourned! on the way out--not even if he banged a gavel (or a shoe). A chair doesn't have the power cut a meeting short without a vote, except if there's actually no more business that anyone wants to consider, or if the drapes or other items are on fire.

Perhaps it could. All I know is I'd never vote to adopt such a rule.

Absolutely. Being critical of ideas, proposals, and such are absolutely proper matters for debate. You can criticize an idea for some act without attacking the person. Unfortunately, there are some folks who feel that if you speak against their idea, you are attacking them personally. These people need to get over it. 🙂 But seriously as long as they're not using this as a tactic (Shocking, I know.) this can usually be handled by sticking to the rules of decorum, being respectful, and requiring respect in return. It might takes less work that you may think to turn a monthly shouting match into a deliberative group that debates in a lively manner but lives with the outcome of majority votes gracefully, whether they lose or win. But along the way you will meet those who believe that a properly functioning democracy means they get everything they want. They need to read RONR more than most.

Your local policy is something you will have to interpret yourselves. All that Robert's Rules have to say about "conflict of interest" is in FAQ#9: Isn't it true that a member who has a conflict of interest with respect to a motion cannot vote on the motion? Under the rules in RONR, no member can be compelled to refrain from voting simply because it is perceived that he or she may have some “conflict of interest” with respect to the motion under consideration. If a member has a direct personal or pecuniary (monetary) interest in a motion under consideration not common to other members, the rule in RONR is that the member should not vote on such a motion, but even then he or she cannot be compelled to refrain from voting. [RONR (12th ed.) 45:4.] And as you can see, this pertains only to voting and has nothing to say about moving, seconding, debating, amending, or other actions pertaining to the question. But I think it's fair game to correct someone for failing to observe a policy without implying any impure motivation. Although we presume that Member A.'s character is unassailable, it is still possible that through the most innocent of oversights the requirements of the conflict policy have not been complied with. The difference is that whether a policy has been followed or not is an objective fact that can be observed and verified. The motivations of a member cannot be known with certainty without reading the thoughts of that member.

The usual question that comes up in this regard is whether quorum is affected. If quorum is defined as a majority of the members, this is usually not an issue. If some number of members leave, the quorum adjusts automatically, so that it never becomes impossible to achieve (until there are no members). If quorum is a fixed number, then too many resignations can create a situation where a quorum cannot be achieved. To compensate, some bylaws or statutes provide that filling vacancies can always be accomplished by the remaining members even fewer than a quorum. Once the vacancies are filled, normal business can resume. Bylaws that do not contain such relief are a real problem.

No, that statement is not logically sound. The premise is false: non-voters cannot be "treated" as having the effect of a No vote. And neither can they be "treated" as having the effect of a Yes vote. The fact that non-votes can have the effect of No votes is not by virtue of anyone treating them this way or that way, but simply by the fact that they are not votes. The fact results simply from the stated threshold. Say a given motion requires for passage a Majority of the Entire Membership. The votes required depends only on the total number of members. So passage depends only on the votes required and the number of Yes votes--nothing else. Note well that it does not depend on the number absent or present (assuming a quorum), nor on the number abstaining. It also does not even depend on the number of No votes, or how they are treated. The size of the negative vote is irrelevant. Since neither abstentions nor No votes have any effect, they don't have to be "treated" at all. What you're looking for is a way to treat a non-vote as a vote. The term Fake Electors springs to mind, for some reason.

A majority of eight is five.

Well, then I hate to tell those groups, but they should get to work on their bylaws and put the rules in place that they need for their situation, because the rules in RONR today do not say what they want them to say.

Well, the original question was: Does this violate a fundamental principle of parliamentary law, or is it a valid bylaw provision? The answer to that is Yes: it does, and it is. Presuming some coherent language could be proposed, bylaws provisions are free to violate fundamental principles of parliamentary law all day long, no matter how arbitrary or indefensible. Speaking for myself, I choose not to facilitate the drafting of such proposals. But simply as a matter of logic it is not possible to count non-voters as votes, so that drafting is far from complete anyway. As to whether it would comply with statute or not, I can't say as a matter of law; I am not a lawyer. But hypothetically, if I were in the chair and a Point of Order were raised that such a bylaw amendment was not in order because it conflicted with such a statute--one mandating a certain percentage of those present and voting, I would nevertheless, as a non-lawyer, be called upon to rule on that point. And I'm fairly certain I'd have to agree.

If your bylaws provide for a discipline procedure, follow that. If your bylaws are completely silent on the subject, follow Chapter XX. Disciplinary Procedures of RONR 12th edition. A lot depends on whether the alleged offence(s) occur within a meeting or outside of one. Spoiler alert, the expulsion process winds up with a two thirds vote in a meeting of the membership.

Perhaps on rare occasions. But rather than trying to justify and set up a Roving Committee of the Whole, or other contrivance, just set an adjourned meeting an appropriate number of days in the future. Done. Or delegate to the Board or EC or whatever you've got that can meet between Meetings and actually take actions. Y'know, normal stuff. But in real life, such occasions are vanishingly rare. And a certified resolution can solve virtually all of those.

Well, they're free to do so. There's no procedure to follow, unless you count a motion "that we video record our board meetings." And you'll probably want to determine what to do with the resulting videos. What's the purpose behind wanting to do this?

Well, the original question began with the state law. I suggest it might be a good place to end.