Rev Ed

I have a quick question. I know that a By-law which creates a rule of order can be suspended, just like any other rule of order, however would the organization, when creating such a By-law (or series of By-laws) could not add a statement that "Any Rules of Order found in theses By-laws cannot be suspended." I do not see a reason why this would not be allowed, especially as the By-laws would supersede anything found in RONR (in this case the rule about suspending rules of order.) I am thinking that any such statement would be acceptable, but I thought that I would ask for feedback. Thanks for any feedback.

I have to disagree - the group's own rules specifically state that the motion must be postponed until the next regular meeting. If the next regular meeting following the May meeting is in September, then that is the 'next regular meeting', and the group's own rules supersede RONR.

Of course, unless the assembly has the power to compel its members to attend, there is little that the Chairman, or any member/person present, can do to force quorum to be met. Phone calls, recesses, etc. are all nice - but how long do you wait. The end result in most cases is that the meeting will be adjourned. I see nothing wrong with the Chairman calling the meeting to order, declaring that there is no quorum and adjourning the meeting unless someone insists on waiting. Of course, those in attendance are free to wait around talking amongst themselves. But why not simply make it official that the meeting is over.

Well then the Executive Committee members could always take office immediately upon election. This will likely require a By-law amendment for the organization, or some other change in how the organization is operated, but that would also fix the solution. Otherwise, the current members of the Executive Committee would make the appointments.

Does the By-law specifically state the Vice President does not become President? OR does it just talk about a vacancy? If the RONR is your parliamentary authority, then unless the By-laws specifically state that the Vice President does not become President is the Presidency becomes vacant, then the Vice President will become President once the resignation is accepted. Yes, of course you can. Well, as there is currently no vacancy then there should be no nominations. It would be better to first accept the resignation and then open the nominations up again - even if only to nominate the one person.

Or why not appoint Committee members at the first meeting of the Executive Committee following the installation of new members of the Executive Committee. So, if new members of the Executive Committee take office until two months after the election is held, then why not appoint members of the other Committees at that meeting, two months after the election?

Unless the By-laws state otherwise, the Vice President, or First Vice President if there are two or more Vice Presidents, would automatically become President if the President resigns, dies in office, is removed from office, etc. The President is still the President until the resignation is accepted, or until after the group empowered to accept the resignation has had an opportunity to accept the resignation.

Josh, thanks for posting your response. I was thinking this way, but I was not 100% sure because of the interval.

To be more detailed: at any point during debate - even immediately upon the motion being placed before the assembly and debate starting, any member may make a motion to "Move the Previous Question" - or to end debate and vote immediately. There are also other options, which include: 1) A motion to postpone indefinitely. This kills the issue for that meeting. 2) An Objection to the Consideration of the Motion could be made. This normally would be done if the motion keeps getting brrought up at every meeting. 3) The motion could be referred to a Committee.

Josh, as I have been reminded more than once, we cannot assume that anyone took Minutes during the Executive Session. I agree that Board was within its rights to exclude the Secretary, however the Minutes still need to be maintained and there is nothing that I read to indicate this.

If this is a special meeting, not a regular meeting, here is what you could/should do: 1) Once you are certain that quorum is present, you call the meeting to order. 2) You could make a statement of the purpose of the meeting, just to be safe (some member may think they can discussion anything at a special meeting.) 3) Ask for someone to move a motion to do what is required. For example, "Could I please have a mover to move the motion 'That the By-laws be amended to read as follows ...'" 4) Ask for a seconder. 5) Once the motion is moved and seconded, you then open the floor to debate and possible amendments and/or other related motions. 6) Once debate is over, you move to voting. Debate can end through a motion to end debate or if no one else wants to speak, you (the Chairman) can assume the motion and end debate - normally by asking if no one else wants to speak and if no one asks for the floor, then formally ending debate. 7) Voting can be held any way mentioned in RONR, but for something like a By-law amendment, it helps to do so via a ballot vote.

Yes, but the Board is free to allow anyone they want to stay. I would argue that the Board cannot be doing its job recording what was done at a meeting if no one was taking Minutes. As this is normally the job of the Secretary, it would be normal for the Secretary to remain in the meeting, even if not a member. The person would be bound to keep confidential information secret, and if an employee could have this written right into their employment contract to ensure this.

Unless the By-laws state otherwise, the officer can sit in on the decision making.

Is there anything in the By-laws (or applicable statute) covering the removal of directors from office? If so, the members could use that option. Otherwise, the members could follow Chapter XX of RONR, if RONR is the parliamentary authority for the organization. Either way, the members could argue that the Board is not following the policies that the members have decided. Just because the by-laws have not been infringed does not mean the Board is doing what the members want them to do. The members do not sound like they are revolting to me. More like they are sending a message to the Board that the Board needs to listen to what they (the members) want them (the Board) to do. And the Board could always sit down with some of the members (preferably the leaders of the group) to discuss what can be done to handle the situation, short of the Board resigning.

It all depends on what the majority wants to do. RONR is very democratic. If the majority of members want the information to be sent out in advance then they can pass a motion to that effect. Then they can look at putting it into either the Rules or the By-laws of the organization (while this may need the approval of the general membership, if the majority of the Board want this, then they can go back to the general members and make their case why this needs to be done officially. While I tend to agree with distributing the information in advance, you may also want to be mindful of the fact that the President and/or Secretary could always claim that the information was not ready until right before the meeting. And it would be up to you (and/or your fellow Board members) to prove otherwise. But, if you have majority support, if you start postponing issues until the next Board meeting, it may stop these tactics from occurring.

Only if the By-laws say so. Otherwise, the resignation has to be officially accepted at the next meeting of whatever group is empowered to accept resignations.

I have to agree with Dan. The issue in your organization is one of By-law interpretation. And RONR won't help you with that one, unfortunately.

This sounds like a By-law interpretation to me. The member must be a member for two years to serve on the Board, and it is up to the organization to decide whether or not the member meets the qualification as the member paid his/her does in March, but did not start as a member until May. I would argue that as the person was accepted as a member in January and paid his/her dues by the end of March, that as of the end of March this year, the member has served two years. But that is only my opinion, and I am not a member of the organization. I would suggest the organization look at either holding the installation ceremony in April, or holding the election of officers in late May in the future in order to stop this type of situation from occurring again in the future. Or better yet, make the By-laws state clearly when the member officially would become a member. For example, a statement such as this would help: "An individual is deemed to be a member once he/she pays her membership fees, regardless of when his/her installation takes place."

Is there anything in the By-laws (or the motion) creating the Nominating Committee that specifically states the Chairman does not have a vote? Otherwise, the Chairman can, and should if he/she has a preferred candidate, vote on the issue. There are two other options, should something specifically bar the Chairman from voting or does not have a preference between the two proposed candidates: 1) A member could move that the another person be considered for the position. Perhaps a 'compromise candidate' could be found. 2) The Committee could propose both names for election. Nothing wrong there. And unless something in the By-laws or rules of the organization states otherwise, nominations from the floor could still be made at the meeting, so there could be multiple members for each position at the end of the day.

I would argue that without a clear statement to the contrary in the By-laws, a write-in vote is legitimate. To me the quoted By-law is dealing with nominations, not election to office. It's all about running for office, not being elected to office1. But ultimately it is up to the organization to decide what the By-law means. Not the attorney, or any other individual member. 1 There could always be something in another By-law that contradicts what I am saying

For a small group, something like "Okay let's get started" works as well.

Yes, and no. Hieu's section says that every member has the right to have the resolution to be read before the vote ("When any paper is laid before the assembly for action, it is a right of every member that it be read once; and, if that it be read again before members are asked to vote on it." RONR 11th ed., p. 299, ll. 4-8), but he section goes on to say that it is up to the group ("Except as just stated, no member has the right to have anything read without permission of the assembly." RONR 11th ed., p. 299, ll. 8-10.)

Well, technically, the Chairman - before calling the meeting to order - is to make sure that quorum is present before calling the meeting to order, or after waiting for a period of time to call the meeting to order and then ask for a motion to adjourn the meeting (page 348 line 34 to page 349 line 7 of RONR 11ed.) Also, at any time, any member of the group meeting, if he/she notices that quorum is absent may make a Point of Order bringing the issue to the Chairman's attention (page 348 lines 16-21). As such, if a Board member who is also a general member notices that there is no quorum can bring this to the Chairman's attention. So while the Board itself may not make this decision, it is their right (if also general members) to make sure there is quorum. But at the end of the day, the Chairman should make sure there is quorum (and as the President may be the Chairman, then a 'Board member' is making this decision, even if doing so in their parliamentary duties (as Chairman) not as a Board member.

Daniel, thank you for that response. Actually, that also sort of helps with what I am trying to say. A defeated motion is a decision not to do something. It just makes it more formal. Doing nothing (i.e. not making a motion at all) is not making a decision as no outcome (passing or defeating the motion) has occurred.

Then why pass a motion not to do something? If the group wishes to make it clear that they do not want to do something, then defeating a motion to do that issue is neither nonsense nor as effective as not making any motion. It makes a clear statement that the group does not want to do something. Yes, I agree that it is better to have no motion at all, but if the group wants to make a statement, then defeating a motion does that.