Nathan Zook

No body of law can completely address all related matters perfectly. That is, after all, why we have RONR, and not just the original RRO. It has been my concern that the calling of a meeting in defiance of the civil authorities constitutes an imposition on the members (namely, the hazarding of arrest and fine) in order to participate in the meetings of the society beyond what is permitted by RONR. The response has been that RONR has specifically carved problems this sort as not being part of parliamentary law. The remedies then become the usual ones when the chairman or an assembly engages in deeply problematic behavior not in violation of RONR.

I, for one, would be very interested in seeing those special rules that make chat work for you. My first concern regarding video/chatroom deliberations is that it is effectively impossible to reign in a problematic chair. Secondarily, video just doesn't scale past the small board size. Then there is the entire problem of being able to trust anything but a roll call vote.

There was a saying in an organization that I was a part of for several years, "You can tell the history of a chapter by reading its bylaws." Far too often, the response to bad behavior is to try to legislate your way out of it. As observed by others, abusers 'gonna abuse. Best by far to have good people in place with significant freedom of action. In one of the more extreme cases, despite the numerous problems with non-physical meetings, those organizations with ample provision for them are doing quite well this spring compared to those without. In a normal year, the reverse is likely.

That is, sadly the pattern in far to many places. Eternal vigilance, and all that.

I am reminded of what my national committee man said when we heard about a rule that they use in New York. "You know, in Texas, we have concealed carry."

No. While the extraordinary situation presented this spring has been used by some to justify all-video meetings, the asymmetry presented by this case is entirely beyond what is acceptable absent specific provisions in the bylaws.

Yep, and I have seen this used over and over again to abuse the body. By far the best one so far, was when we had not completed the election of delegates and alternates when the time to adjourn had arrived. Despite the strong prior assertions by the chair that the time could not be moved, actual adjournment was delayed by almost an hour and a half.

As for the permissibly of the electronic vote, we are informed that the board, which we presume to be acting within its authority as generally empowered, has acted to interpret the bylaws to permit electronic and by-hands votes (!!!). I'm pretty certain that no RP would support that view, but that is the interpretation of the bylaws that the organization has made. Moreover, this has been the practice of the society for the prior two election, so that even if the board acted without authority, this is now the common practice of the organization, and is permitted until a point of order is raised against it. It is a strong principle in RONR that votes cannot be interrupted. Mechanically, however, the nature of ballot voting is protracted, and I have seen multiple occasions where members have risen to question what was being voted on. The resulting discussion has resulted in the general spoiling of all ballots and the restart of the vote. I have supported such decisions, though they violate the black letter of RONR, because they have permitted the body to find the will of the majority in the most expeditious fashion and did not violate any right that I could determine. We are faced with a variant on this situation here. The multi-day electronic vote (proper or not) is underway, and the sole candidate seeks to withdraw his consent. Building on what Mr. Martin has stated, the general rule appears to be that the candidate has the ability to refuse an election, so long as he does so at the first opportunity. If he is present, then this is immediate. If he is not present, and has previously consented, that consent is presumed to still be operative. While RONR does not mention the withdrawal of consent, it seems like an odd duck to suggest that a candidate cannot withdraw their consent before the conclusion of an election. They can certainly, heaven forbid, become incapacitated. Such an interpretation does not serve the candidate. I do not see how it serves the society, either. In event of simultaneous elections of president and vice president, however, things do get trickier. (One of the many, many joys of email voting!) In particular, in the normal course of events, many organizations provide for the automatic promotion of a vice president to president of the organization. Suppose the bylaws states, "In the event of a vacancy in the office of the president, the vice president shall become president until the end of the term for which he was elected." Now, we have a simultanteous election for president and vice president. The vice president has been elected. If we declare that the election for president has failed, is there not now a vacancy in the office of the president? Do not the bylaws state the the vice president shall be the president? If we declare that the election has failed, but for some reason, the vice president does NOT become president, what if the newly-elected vice president wishes to run for president? How does that go? 1) I do not see how we can advise on this situation without looking to see the exactly language in the bylaws regarding succession. 2) Simultaneous elections with recruited candidates over days are a bad idea. Please don't.

In the specific case I have in mind, it affects the basis for challenge of actions taken at the meeting. And the mindset of the chair who called the meeting is not necessarily the mindset of the members who may or may not attend. In particular, some did attend the meeting, even though they believe the call was impermissible, specifically to be able to challenge any substantial actions that were proposed at the meeting on that basis. That is, they valued the rights of their fellow members not to hazard arrest and fine more than their own.

To be fair, I too have seen the agenda used more in a suppressive fashion than anything else. (At state conventions of a political party.) But the idea of a scheduled break in the proceedings is extremely attractive when the meeting often runs 12 hours or more. I suppose a prior motion to recess at a certain time and for a certain period of time would fit the goal of my question as well as an entire agenda.

And that's why we have experts. Okay.

What also sometimes happens is that the items in the motion address different subjects entirely. In this case, any member may demand to divide the question, either by calling for the separate consideration of the problematic item(s), or to consider the entire package seriatim. See RONR (11th ed), pp 110, 274-75) Sections 10 and 27.

So I get the distinct impression that the terms "procedural law" and "substantive law" are terms of legal art--with which I am not familiar. This is probably the source of a chunk of my confusion on the matter. However, you then go on to say: In my view, this would also be a substantive law. So you are saying that the boundary between substantive and procedural law is in the eye of the (experienced) beholder? Or, more formally, not always clear? Joy. Because to me, a limitation on how close people can be is certainly a matter of procedure. Although, when you say: You appear to be drawing the line at that point. Which I can understand. As to the question of constitutionality, I am specifically avoiding that one here! So to summarize my understanding of your points: RONR makes procedural law a parliamentary matter. "Procedural law" and "substantive law" are terms of legal art. Procedural law is about how meetings are to be conducted, but if sufficiently onerous, the requirements become substantive law, which is not part of the rule in RONR. Violations of substantive law therefore need to be address by other means, such as Raise a Question of Privilege affecting the assembly, or Reconsider and Enter in the Minutes. This interpretation I can support (perhaps unhappily).

This is a purely hypothetical scenario, so the provisions in the agenda are whatever is appropriate to bring out the salient issues. In my mind, the actual motion would be to amend the agenda. The obtaining of the floor might be done either before the chair announces the recess (either if the time has arrived or if the items of business preceding the recess have been accomplished) or immediately when the chair is announcing the recess. Mr. Gerber has suggested that, if the recess has not already been announced, that a main motion for a recess would be in order. I had not considered that option. Suppose the agenda called for a 30 minute recess. A member could move to have a 15 minute recess immediately before the 30 minute recess, resulting in a total of 45 minutes of recess (presumably with the chair announcing the start of the 30 minute recess at the end of the 15 minute recess.) This appears to me to be in no way in conflict with the agenda, and therefore passable by a majority vote. On the other hand, if the chair has already announced the recess, it would appear to be too late to bring a main motion. Amending the agenda is the only avenue I see. ie: Chairman: "The agenda now calls for a recess. The body shall be in recess for 30 minutes" (immediately) Member: "Mr. Chairman!" Chairman: "For what purpose does the member rise?" Member: "To amend the agenda to extend the recess." ... Does it matter if the gavel has been tapped? ???

The parliamentary principle that worries me is that principle that the society cannot impose duties on any member in order to participate in business of its meetings beyond those in the bylaws. It seems to me that hazarding arrest and a substantial fine is such an imposition. The question of whether distancing orders are procedural or substantive is to me secondary. But on that issue, if the meeting itself is not a procedure, what exactly is it? The legislature can set the quorum for meetings. It can set the date and time of meetings. It can permit or forbid proxies. It can set how membership is determined, and how officers are elected. It might even require that members maintain a certain spacing from each other at all times during and surrounding the meeting. It seems very odd to me that it can do all these things (and more), but not forbid the meeting entirely for a specified cause.

I think that this debate is really symptomatic of a deeper issue--redundancy. The redundancy of mentioning the second Tuesday in both places violates what we programmers call "having a single source of truth". Certainly, in the example, these two mentions are in adjacent rules--currently. But having this same matter mentioned twice invites an amendment that changes one but not the other--something that we know happens. As for my interpretation, under the principle "what is present is meant to be present, and what is absent is meant to be absent", the mention of the specific date for the annual meeting is superfluous if the body has the right to change it. This drives me to interpret the bylaws such that the rule permitting the society to set the date is the general rule, and the rule setting the date for the April meeting is the specific rule, and thus controlling.

I use the term "require" here in the sense of "on pain of not being able to participate in the meetings of the society." It is intended to match the requirement of paying dues in societies having dues. Moreover, members are required to be present in a meeting in order to participate (absent bylaws provisions), and discussions here regarding the advent and use of technology to permit deliberative assembly without physical presence has been a substantial topic. In political central committees, it is common for the quorum to be less than 50%. (In Texas, the statute sets the quorum at 25%.) You can literally have a situation where an absolute majority of the body does not want to meet in defiance of the order, but in doing so, they leave deliberation in the hands of those who disagree with them. I cannot see how this is good for the body. Which is why I question if it is permitted to call a meeting in defiance of a gubernatorial order absent unanimous consent.

But RONR specifically allows for a special committee to be appointed with the sole task of carrying the matter forward. Which is why I am wondering what those who are opposing the practice are arguing. But allow me to defend the rule as is. Suppose that the organization has been threatened with a lawsuit, is negotiating a contract, or investigating a charge against an employee. In these cases, the matter is going to be handled almost entirely (or perhaps entirely) within executive session of the board. Furthermore, none of these matters can reasonably expected to complete on a schedule convenient to the board, and finally, they are matters which are likely to be necessarily handled by the board as a whole. If the matter unavoidably falls to the floor at the end of the term, the body is likely to be significantly harmed. Some method of carrying the matter forward is required. Certainly, any new members will be disadvantaged. But is that not the entire point of having a staggered board in the first place? That more senior members will be able to carry the institutional wisdom into the new board? Yes, notice requirements are a concern. But in practice, the new members can simply vote against taking action until they feel they have enough data to make an informed decision.

Yes. Sorry to be unclear.

In two places, RONR (11th ed) pgs 111 & 343, specifies that motions which violate the law as to procedure are immediately out of order and void. This spring associations are encountering social distancing and stay at home orders from governors. In Washington state, these orders come with the threat of a $5000 fine. Setting aside the question of the constitutionality of the orders as a matter of a different body of Law, I'm wondering about the propriety of meetings being called when attendance at the meeting implies hazarding the threat of arrest and a $5000 fine. Surely, an assembly can only obligate its members through its bylaws or constitution. It seems to me that in the case where meeting itself is an act of civil disobedience, absent prior mention in the bylaws, only the unanimous consent of the membership can permit such a meeting.

I have stumbled on an oddity, which should at least amuse your eminences. Suppose at the beginning of a meeting, a body adopts an agenda, which includes a recess for a set period of time. When the time for the recess arrives, a member obtains the floor, and moves to extend the recess. What is the proper vote required in order for the motion to pass? I believe that RONR clearly specifies that this is a motion to Amend Something Previously Adopted, and as such, requires a two-thirds vote to pass. On the other hand, if a majority of the body does not return from the recess on time, then this will generally break quorum. Moreover, the purpose of requiring a two-thirds vote is to protect the rights of a large minority. The right generally considered is the right to participate fully in the proceedings of the body, and extending a recess in no way infringes upon this right. So I'm questioning RONR for this edge case. It feels like a motion to extend a previously agreed recess should only require a majority vote.

Surely, this requires EVERYONE originally present at the meeting to be there? Otherwise, the meeting is proceeding without notice to those who are relying on the agreed to time of the recess.

First, p 209, lines 22 and 23 describe the effect of adoption the motion, not a limitation on it being in order. That is, "The motion to Lay Upon the Table permits the assembly to lay the pending question aside temporarily when A or B in such a way that C and D ..." means that the motion is in order if either A applies or B applies, and, assuming that the motion is adopted, that C and D effects ensue. Furthermore, in the original post, op indicated that there is a logical dependency of the matter under consideration on the matter improperly disposed of. To me, this logical dependency meets the requirement B that the matter "needs" to be considered first, but of course, it is the assembly's duty to determine if this is the case.

Reading through all of this, I had trouble maintaining the list of issues in dispute. Then I read the relevant portion of RONR. Now, I'm even more confused, but for a different reason. RONR (11th ed) pg 448 l 22- pg 449 l 9: "In cases where a board is constituted so that a specified portion of its membership is chosen periodically ... it becomes, in effect, a new board each time such a group assumes board membership. Consequently, when the outgoing portion of the board vacates membership, all matters temporarily but not finally disposed of (see pp. 90-1), except those that remain in the hands of such a committee to which they have been referred, fall to the ground under provision (c) on page 237. (See also p. 502, l. 26 to p. 503, l. 2, ...)" Page 502, l. 26 to p. 503, l. 2: "A special committee--since it is appointed for a specific purpose--continues to exist until the duty assigned to it is accomplished, unless discharged sooner (ss 36), and it ceases to exist as soon as the assembly receives its final report. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time ... a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time. If it does not report, its life expires with that of the body to which it was to report." In these lines, RONR expressly provides for the appointment of a special committee whose purpose is to keep an issue alive through the partial expiration of the board. And yet, some here are referring to the invocation of these provisions as "going around" RONR. ????? It is the case that some here are arguing that while the provision for the appointment of a special committee exists, it should not? That is, that RONR should be amended on this point?

You are quoting the reason I elided. I'm talking about the second reason. Perhaps I should have included the "or"?