Nathan Zook

I am assuming that your bylaws and rules of order are silent about the report of this committee. The body has no requirement to act on a committee recommendation. If someone (often the chairman of the committee) makes a motion to adopt the recommendation, then this is a regular motion in almost every regard. The exception is that the second is implied by the majority of the committee supporting the report, so the chairman does not request a second. So I am really confused by your assertion of point 6. As for the questions, in answer to question 1) since the chairman of the committee usually makes the report and concludes it by moving its adoption, they have priority in being recognized in debate. She can use this to immediate move the previous question, which is non-debateable, and requires a 2/3rds vote. The technical term for this maneuver is "ram-rodding", and is a tried and true method to bring deep division to a body. Do not recommend. While the chairman of the committee is making her report, there is no motion before the assembly. When she move the adoption of the report, there is still no motion before the assembly until the chairman of the assembly puts the question to the assembly. At this point, the chairman of the committee needs to address the chairman of the assembly immediately to make it clear that she desires to speak in debate on the motion, which is often not done for committee reports. It is not particularly unusual for a recalcitrant member of a committee to take their concerns to the full assembly. Indeed, this is the purpose of debating the motion to adopt the report, and it is their right to do so. The usual course of action when this is anticipated is for the majority of the committee to spread out in the time before the report of the committee, and attempt to persuade the members of the assembly as to the reasoning of the majority. Then, shortly before the meeting, the majority can agree as to the order that they will seek the recognition of the chair, and on what particular aspects of the majority's reasoning each will expound on. There is nothing wrong with attempting to persuade people outside of a meeting of the assembly. There is a lot wrong with trampling the rights of members, and a quick previous question is almost always seen as doing just that.

I find nothing in RONR, 11th ed to discourage the use of first and last name both in the case of confusion. So now, Mr. John James Smith and Mr. John James Smith, have both sought recognition. It is up to the chair to make the distinction. This distinction should be clear to the assembly and neither prejudicial nor flippant. As the minutes are to reflect the names of people making motions, they should also be as permanent as possible. So distinction by dress needs to be avoided, but age, seniority, or hometown might work well. Perhaps major or current address. Some of these might be deemed prejudicial depending on the nature of the assembly, and therefore should not be used. But except in cases of actual conflict, I see no reason for the body itself to have to formally act. It is the chairman's duty to recognize, so it is the chairman's duty to determine how to address the members. If I were faced with such a situation, and I could not determine how to distinguish them, I would call them to the front and have a quick discussion (with the microphone turned off) as to agreeable forms. Perhaps one has an acceptable nickname. Perhaps they would accept designators "Mr. Smith the Blue" and "Mr. Smith the Green".

It sounds as if the executive board has been working on a revision. While the undertaking is laudatory, the results are problematic because there are additional members with significant interest and divergent views in the matter. When dealing with a revision to the bylaws, it is almost always helpful to refer the matter to a committee to hash out the substantive disagreements. Such a committee needs to be representative of the body so that its work has the best chance of being generally accepted. And it is important that the work be generally accepted, because open debate on more-or-less the entire bylaws is likely to end up with bylaws that conflict. Leading to conflict. It sounds as perhaps the frequency of your meetings is working against you in this situation. It is not unusual in my experience for the work of bylaws revisions to take a significant period of time. If everyone who is interested in working on the changes is appointed to a committee charged with recommending changes, then the work can be done without overwhelming the society. The committee can report on progress each week. If necessary, the assembly can instruct the committee, or even dissolve it. And yes, I set my account as well because folks here are awesome!

Now, now. We're talking bylaws, not the US Constitution.... I did say it was a bad idea, right?

Okay. This I missed. (I'll blame the cold.) Sorry for taking the long way around to get to what I'm having trouble with here. I have been presuming that the motion is of a form such as "Resolved, that society X reaffirms..." As you pointed out (and I missed the import of) the ruling that a motion to reaffirm is out of order does not require that the word "reaffirm" specifically appears in the out-of-order motion. If a particular motion does include the term "reaffirm", the definitions at https://www.merriam-webster.com/dictionary/affirm all relate to sentiment. They do not relate to the taking of an action. So, I started from there. In particular, this is why I found the discussion on RONR 11th ed, page 105, lines 15-23 to be determinate. It seems that our discussion around the effect of a failed motion is a separate, more fundamental discussion. As I read the discussion at RONR 11th ed, page 104 l32 - pg 105-l7, it would seem that if the assemble failed to adopt a motion, that a fully empowered executive board, for instance, would be free to adopt the motion and proceed; that to block such an action, an affirmative vote to do so is required. I confess that my attempts to find instructions about the effects of a failed resolution in RONR 11th ed have turned up empty.

Ooh! Ooh! I've got a bad idea! Find someone to agree to the following: be elected, and inaugurated as president. This breaks the presidency of the incumbent. Now the new guy resigns. The body then votes the now current, then previous president in as the new new president.

Yeah, that's not the language we were hoping for. I refer to to the prior comments by Mr. Kapur.

That is an interesting point. The notice that I am referring to is the notice that the budget, which includes the fee structure, was given.

Since your bylaws do not create the ability for the board to have email votes, it would seem to me that what needs to be ratified is the President's expenditure of funds. The fact that the President polled the members of the board (or the assembly--I am uncertain which) before undertaking an action is a wise move, but I don't see that it affects the parliamentary situation. Additionally, even if the executive committee had approved the decision at a regular meeting, it does not sound to me that you have satisfied the legal requirement that the expenditure be approved "by the board". That would be a question of law, and I am not a lawyer, and this is not legal advice. But if I were a member of your board, I would argue that position. If I were speaking to counsel, I would ask what authority does the board have under the statute to delegate responsibilities, and specifically if a general or specific delegation would suffice.

Based on the quoted bylaws, I would have well taken a point of order raised at the time. However, the stated final authority of the fee is the assembly, and the assembly approved the fee. The fee was a line item in the budget, and the assembly was aware that the budget was under consideration. No authority to approve was abridged. Notice was in place. I see no continuing breech.

To be clear, I'm trying very hard to understand your reasoning, as I've repeatedly found it to be incisive. I categorically agree that details are often the crux of questions of this nature--and that we lack them. You stated that an ambiguous situation was created. I am trying to understand what you mean in this regard. Yes, I don't know what else a "motion" to "reaffirm" would be, if not expressing a particular opinion--namely that this assembly agrees with the prior one. "The body failed to agree to a motion. Therefore, it did nothing.": Yes, I was overly brief in that. Certainly, the actions matter insofar as they must go in the minutes, and that the failed motion cannot be brought up in the same session, & etc. I was referring to the situation external to the motion itself. Perhaps it is better to say "the assembly has accomplished nothing". A motion to give money to a cause fails--the society has accomplished nothing. A motion to endorse an issue or candidate fails--the society accomplishes nothing. And so forth. Let's try to be more specific. Case 1) Suppose the original motion was "to give $1000 annually to support the ongoing operations of X." A couple of years later, someone proposes a motion to "Reaffirm that we give $1000 annually to support the ongoing operations of X"--and it fails. To me, when the motion to reaffirm failed, "nothing happened" in the sense that the club continues to give $1000 annually. Case 2) Suppose the original motion was to endorse a political candidate. Press releases go out. Suppose two months later, a "motion" to "reaffirm" the endorsement fails. Again, I do not contemplate new press releases going out. Of course, there will be a lot of folks who will be confused, and to me, it is for this reason that the ambiguity is said to exist. To me, the parliamentary situation is unambiguous--but not in the minds of the members. Note also that my prior line about "always voting against out of order motions" is not just making a point. Protest voting is a very real thing. I am personally very much of a mind to vote against all out-of-order motions, and I often draw 10% or more of the assemblies that I am a part of.

Going backwards, someone saying that they will "shut down any drama" is probably one of the most effective ways to ensure that there is drama, but whatever. First, keep in mind that it is the privilege of the assembly to interpret its bylaws in the event that there is any ambiguity. All I can do is give my view of these provisions. The section "Vacancy and Replacement" sounds to me like the board fills any unexpired terms. There is no provision for an election by the general body to do so. The wording is really weird, because the three members required for nomination constitutes a majority of the entire board. Even worse, as you have indicated, if there is no provision for an acting director, should vacancy be in the position of the Director, then you would have a problem. I would recommend that the board act anyway, and then appeal to the general assembly for ratification. Likewise, if the board should fall to two members. I would recommend language that provides for the board to fill vacancies by a majority vote with notice, perhaps a with a quorum being the remaining members minus one, or one, whichever is more. If it is the desire for the board to fill vacancies only until the next general assembly, or in the event that a vacancy occurs less than some period of time before the general assembly, the bylaws should provide for that. As for the terms that are expiring, your question is a good one, and one of many reasons that RONR, 11th ed urges that slates not be used, that nominations be from the floor, and so forth. But my interpretation (and it is only mine) would be that a vote turning down the slate would send the matter back to the nominations committee for a new slate. Finally, the "As the presiding officer of the annual general assembly meeting, the President shall..." is problematic. What happens if (Heaven forbid) the President have a medical emergency fifteen minutes before this point in the meeting? Much better, "The chairman of the annual general assembly meeting shall..." And again, "call upon the Chairperson of the nominating committee". Recommend "call upon a member of the nominating committee". Better to give the chairman the ability to slight someone than to have to deal with fulfilling impossible conditions in the bylaws.

Do you view the situation as ambiguous by parliamentary law, or in the minds of the society? If in law, why does the discussion in RONR, 11th ed, pg 105, ll 15-23 not apply to this case?

Really? But I always vote against out-of-order motions--and I have a lot of friends that looked to me on that vote! There is no way to divine the intent of the body beyond counting the votes. Especially if it happened ten years ago.

Then the bylaws could be amended to forbid the special rule of order. But, beyond that, please don't. 1) What happens if the assembly were facing legal action, and wanted the advise of legal counsel? 2) What happens if a member who is deaf joins, and no one else knows sign language? I came up with these two examples in less than a minute of thinking about this rule. I am certain that there are others. This rules sounds very much like the sort of rule that gets proposed when there is bad behavior. While it might require more work in the short run, addressing the issue through section XX, "Disciplinary Procedures" is far more likely to avoid tying the assembly in knots trying to undo something that it attempted to make unundoable.

Is it in order to be confused about the confusion? Referring to RONR, 11th ed, pg 104, ll 24-25, "Motions to 'reaffirm' a position previously taken by adopting a motion or resolution are not in order." This is clear. The following lines are a discussion as to why they are not in order, including a statement that if such a motion were to fail, "it would create an ambiguous situation". (ll 30-31). This final clause in the explanatory sentence is observational about the possible effects of a particular (banned) action. The body failed to agree to a motion. Therefore, it did nothing. (The fact that the motion itself was out of order is immaterial to this situation as a matter of parliamentary law.) Unfortunately, not everyone understands this. I believe that achieving clarity is the body's need at this point. In many cases, the rule regarding out-of-order behavior is that the point of order needs to be raised immediately. The exception being if the behavior creates a continuing breech. Given that people are confused about the situation (just as predicted), then I would argue that a continuing breach is most certainly in evidence. Therefore, a point of order against the motion to reaffirm could be raised now. I would advise that you inform the body that should the point be sustained, that you intend to follow it by a motion to rescind the previous motion. (Of course, there are notice provisions to be observed if you want the vote to be by majority vote--and you do!) You then have a ruling (perhaps with a majority vote) that the motion to reaffirm was out of order, and therefore null, followed by a majority vote to rescind (which finally kills the original motion), or a failed vote to rescind, which clarifies that the original motion is still effective. That might not satisfy the question as to when the original motion became ineffective in the minds of some, but at least you can answer the question starting the point of order. But PLEASE do not try to rescind the motion to reaffirm. It might fail.... I think that if you package the POO and the R as seeking clarity, you can probably get the POO sustained.

Your bylaws themselves are the primary thing at issue. We would need to see the exact language to offer our interpretation(s), but keep in mind that it is the privilege of the assembly to interpret its bylaws.

This language seems confusing. (Maybe it's the codine cough syrup). If the director & two members "recommend to the BoD", then I would expect the board to fill its own vacancies. But you are talking about the general assembly considering the "slate". There are a whole bunch of questions I have about this. Please post the exact language from your bylaws regarding vacancies. Do not paraphrase--details matter.

Go Joe! On a side note, I've got a cold dragging on & you guys are making me cough...

I really, REALLY hope this is a typo (based on further discussion). A 3 year term which begins in 2016 lasts into 2019.... I find it astounding (but sadly, not surprising) that an association would have bylaws which do not provide for succession. If the term expired after two years, then the office of president became vacant by your rule. If there is no provision for the vice president to assume the office, then (hopefully) they at least provide for him to act as president enough to get the election held...

Different organizations have very different terms for equivalent things. In order to know for certain the situation, we would need to understand at least an outline of what is meant by a "session", what the relationship is of the deacon to the congregation & to the session, and if the bylaws say anything... In particular, questions about the process of discipline for an ill-behaved deacon matter, as does the desired formal relationship between the session and the deacon should relationship sour. (Sorry to bring such things up, but rules matter a great deal more when there is conflict than when there is not.) The most simple solution would be to adopt a special rule of order giving the deacon the right to attend and to address the session. But you want to consider carefully what the effect would be should the session go into executive session, and include the desired language in the rule. If you believe (and expect that the congregation would agree) that the deacon should be present at meetings of the board even if there is conflict, a bylaws change to make the deacon a non-voting ex-officio member would achieve that goal, but again, one should consider the situation should the session wish (or be required) to be part of a disciplinary process.

Uggh. I am sorry that you are dealing with the fallout of unethical behavior. I want to bring up that it is probably a really good idea to study RONR, 11th ed, section XX, and look to see that the board actually has the ability to conduct a trial for bad behavior. That might be more important under the circumstances.

Okay, now I KNOW you've been to some of our meetings...

"A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate." RONR, 11th ed, pg 9, ll 14-17 "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide, and when so established, the board only has such power as is delegated to it by the bylaws or by a vote of the society's assembly referring individual matters to it." RONR, 11th ed, pg 482, ll 25-29 There are addition discussions advising as to how much power a board probably should have, but this is merely advice for the writing of the bylaws.

I think that this discussion emphasizes the utility of having crisp definitions in the bylaws. If the board must set the date two weeks in advance, and the secretary must accept amendments until one week in advance, then you don't get stuck debating the definition of "reasonable". The benefit of the current wording is that for some urgent matter, the body can vote that any notice at all is "reasonable", while Roberts would not permit suspending a bylaws provision that gave a definite number of days.