Nathan Zook

This is certainly the case. But the question asked of us, as I understand it, is "does the adopted rule violate the code?", which implies "what does the code mean?" Questions of the form "does X violate the code?" or "what does the code mean?" are primarily of a legal nature, not a parliamentary one. I am not suggesting that the board not act at all out of fear of being wrong. And by participating in the discussion beyond asserting that we are the wrong ones to ask, I am agreeing that, even though most of us appear not to be lawyers, we can read the law and offer our thoughts. I am merely asserting that the matter is outside our expertise. I certainly had to look up the phrase "condition precedent". And since I no longer have easy access to a law library, I'm in no condition to look up the court cases on this code, even if I knew the jurisdiction.

The language "two-thirds majority of the Commission" is not the same as "two-thirds of those present and voting". I agree that the latter would conflict in many scenarios with the code. But the language shown to us requires two-thirds of the Commission, which is 8 of an 11 member board, even if only seven members are present. It is either self-contradictory, or relates to the situation in a different manner than we usually do. Abstentions and absentees do "count" in our usual procedure in that they affect the computation of the threshold for a vote to succeed. It seems to me, given the code requires a majority of membership for all actions (whatever that means), that this is the intent of #1. Also, the rule in dispute, again states "two-thirds of the Commission", which again, means that abstentions and absentees do not affect the threshold.

I've long held that a "lively" society needs at least two-and-a-half parliamentarians: one on the floor, to advise members about things without gumming up the meeting. One to advise the chair on the more subtle points--and the chair themself needs to be half-way-good in the first place. If you are "that guy", on the floor, you aid the society only to the extent that you are seen as using your knowledge for the whole of the society. If you become known as the enforcer, or some pejorative, you do more harm than good. Not that "that guy" on the floor cannot or even should not engage in full debate, only that he better be ready to give accurate and timely advice to those who are opposing him during the meeting. Yes, I've even done this pro-actively. Second, acceding to a request to act as parliamentarian is an act of service to the body, straight up. Especially in politics, everyone present is likely to have strong views on what they want the outcome to be. The body needs someone to formally set aside their passions for the issues in favour of their passion for the process, if only for the duration of the meeting. Hopefully, enough of these people exist for there to be a rotation of some degree. Finally, there is in fact an important power that the parliamentarian has. The parliamentarian can signal the chair. This is a huge power, and it should not be discounted, even if it should only be exercised rarely. I have made it clear that I would prefer not to be the parliamentarian. But I don't refuse either. When I was in Texas, we had enough to rotate, which we did, if in an irregular and informal fashion. In Washington, the chairmen have made it clear that they had sought someone else for the role and had failed. All of this has been about being the parliamentarian for a meeting. Being the permanent parliamentarian is of course a much larger sacrifice, but it also comes with a substantial additional "benefits". Human nature being what it is, the parliamentarian, if they can cultivate their image of neutrality in process, can become the go-to guy for parliamentary complaints between meetings. That is, they become the arbiter of parliamentary disputes beyond the meetings. Furthermore, bylaws committees tend to be very deferential towards the parliamentarian. Power? 0. Influence? Oh, yes.

Hmmm.... Do I sense a change to be found in RONR, 12th Ed? If only in wording?

Your bylaws could always exempt whichever ex-officio members from quorum when absent the society deems fit.

So, I'm a mathematician whose been earning a living as a programmer for the last twenty-three years. Maybe that's why I'm feeling so much at home here? "Give me six bylaws proposed by the most careful of bylaws committees, and I will find something which will hang them". "There are only three known types of bylaws: incomplete, self-contradictory, and both." "Automated unit testing of rules of order"--yep, people are going to be looking at me funny tomorrow as I occasionally start giggling to myself.

In this specific case, the motion, if not ruled out of order, creates a situation which would probably surprise almost everyone in the room. You could move to "take from the table" the motion which had been tabled. (RONR, 11th ed, sec 34). Second required, no debate, majority carries. Pandemonium ensues.

On the occasions that I've been ask to serve as parliamentarian, I've consistently said that the chair had gotten smart and figured out how to shut me up. That's about 25% joking. The worst case was a political convention where I did not have warning. I had to cover up the shirt I was wearing as soon as I realized--which was hours before the caucus meeting that I served as parliamentarian for. And while it was not required formally, I avoided even conversations that would have compromised my appearance of neutrality in the intervening hours. Not that my views were unknown, quite the contrary--I had given a nominating speech at a previous convention. But if I was to serve as parliamentarian at the caucus, I needed to demonstrate that such advice as I was about to give was going to be as neutral as I could make it. When the caucus was done, I made a big show of uncovering my shirt. That got a laugh, of course. I hope it made my point as well. It is not enough for the chairman to be impartial. In order to effectively chair a meeting, the chairman needs to maintain the confidence of the body as to their impartiality. The parliamentarian has the unique position of privately advising the chair as to procedure, even to the point (which must be rare) of signalling the chairman during the conduct of business. If the parliamentarian is seen as being partial in doing so, this could seriously compromise the image of the chair. The parliamentarian's relationship to the bylaws committee is a special case. Even here, however, the parliamentarian must conduct themselves with absolute deference to the determinations of the committee. I recall a recent question here about the parliamentarian chairing the bylaws committee. The consensus was that a) this was improper but permitted and b) it is absolutely preferable that someone else present the report of the committee and move its adoption. It appears that .sig lines are only visible to members. I'm going to quote mine here because I think it very much applies in this case: "You asked me if you could do it. You didn't say a thing about if you should." Yes, the rules can be suspended to "allow" the parliamentarian to conduct themselves as a common member of the assembly. But please don't.

Strikethrough and underline is certainly the custom observed where I have been. This has served well, even in fairly complex rules changes. But there is no rule.

I believe that I've seen "plenary" used to refer to meetings of the denomination-wide conventions of some Presbyterian denominations. Comparable to the Republican or Democratic national conventions in that there are multiple layers of conventions sending delegates to higher conventions.

I can certainly see why, however. Opening & closing both gives a strong advantage to the mover. My county party does this here in Washington state. The Texas counties I was in did not. I like don't like doing it.

You are here to ask about parliamentary procedure, so I'm going to edit your question as follows: "Do the previous actions under the the conditions described create a binding precedent on the board?" My answer is "no". First, the term "may" does not auto-convert to "must" unless there is some explicit rule that says so. Second, the bylaw in question would appear to permit an all-absentee vote. It does not mention a combined vote, which as previously quoted, is strongly discouraged. For that reason, absent additional rules, to the contrary, I would expect that the combined votes were out of order. (If, after opening ceremonies, the chair would collect any mailed ballots that members had brought, potentially replacing lost or misplaced ballots, and then ordered that the ballots be counted without there being any debate on the motion, and no voting by members present except by ballot--that would appear to me to be acceptable.) Yeah, that would go over REAL well with the organization if such a point were sustained and the assembly then went ahead and voted while ignoring the absentee votes. Don't do that. Delay the vote. But as for the board suddenly changing its procedure, we can speculate on the board's reasoning all we want (as long as we are not debating a motion), but I see nothing to prevent it. As mentioned, however, the assembly has the right to interpret its rules. That is, those present at a properly called meeting. Not us. It pays to show up.

I agree with Josh Martin that the majority requirement refers to a majority of the total membership. I disagree with his interpretation that this is a conflict. I believe that we disagree with the object of the "must" in the code. It appears that Josh Martin believes that "must" applies to adopt. That is, if a majority of total members votes for an action, it "must be adopted". In isolation, this is a strong interpretation. My view, however, is that the "must" applies to the vote itself. That is, in order for an action to be adopted, it must have the affirmative vote of a majority of membership. This leaves the board free to restrict itself to only adopt certain actions based on a higher threshold. It would be surprising to me if the code would intend to prevent the board from approving rules that protect large minorities. It would be surprising to me if the code would intend to replace all thresholds for voting in Robert's Rules of Order with a majority of membership. Furthermore, according to https://en.wikipedia.org/wiki/Condition_precedent, which is certainly NOT a legal authority (nor am I), "A condition precedent is an event or state of affairs that is required before something else will occur." If this is accurate, then it would appear to me (who is not a lawyer and who is not giving legal advice) that this supports my interpretation. Lawyers are paid in no small part to look up court cases that may have occurred over the interpretations of the code, and to suggest how a particular matter would be resolved by a court. Code interpretation substantially different thing than what this forum is primarily about. (Not that I'm complaining against the question, far from it.) Having said that, I do have some pointed questions for whomever wrote this code: 1) When you say "Roberts Rules of Order", are you aware that the last edition of Roberts Rules of Order (the Third edition) was published in 1893? I have heard strong arguments that this must be the interpretation. 2) What constitutes a board "action"? Is the ending of debate an action? If not, the versions of Roberts Rules of Order that I am familiar with (in fact, RONR, 9th, 10th, and 11th eds) provide that each member may speak twice for ten minutes each time in a given day on any debatable motion. What about the removal of a member? The adoption of a special rule? What about matters that Roberts Rules of Order states may be demanded by a single member, such as dividing a divisible motion? Would acceding to this demand be an "action"? Yes, I'm having a bit of fun here. But it is HARD to write code like this and not have people be able to get clever about it. I really do believe that these point would "need to be litigated". But I am not a lawyer, so who knows?

I'm very much with Josh Martin on the need to clean this up. In particular, what happens if there are no alternates, but the slate fails? We would need to see more of the bylaws, but it seems entirely possible that under this circumstance, the society might be left without any officers at all! In fact, the notion of dividing a question was added to the rules of parliament on Dec 2, 1640 (RONR, (11th ed), p xxxiv, ll 18-22) because of the nomination of two for knighhood. It is with good cause that Roberts provides that motions on unrelated issues by divided on the demand of any individual member (ibid, p 274, l 31 - 275, l 14) Your bylaws really need to cover what happens if a nomination fails, or a nominee were to, heaven forbid, die after the deadline for nominations had passed. The simplest solution might be to provide that if, for whatever reason, no nominees qualify, or none are elected to a particular office, that nominations to fill the failed office become in order at the meeting (presumably with the extant other qualifications). The other question I have has to do with the process of making the nominations themselves. What happens if a member at the meeting were to raise a point of order that the nomination process was not objective? If this point were upheld (and I can make an extremely strong case that it is impossible for human beings to be truly objective about anything), then it would seem that the entire slate would be disqualified, even if the objection were only against a single nominee. As always, your bylaws are yours, but...

I'm with Guest Who's Coming to Dinner on this. What you describe is a blatant series of violations of bylaws which have had, and continue to have, financial impacts on the organization as a whole, and on each member in particular. One thing that I highly suspect that the lawyer is likely to ask is if objections to the violations were raised at the meetings in question. While silence does not imply consent, the term "preservation of rights" comes to mind. I am not a lawyer, and this is not legal advice, but if I were in your situation, I would be contacting one in a hurry.

Wow. Okay, in detail this makes excellent sense. I now have something *special* to consider if I'm ever honoured with the request to help draft bylaws again. If we're playing with the bylaws, I would suggest a new motion "To refuse and erase the motion" (???) that would refuse consideration, prevent reconsideration of the question, and prevent the record of the motion (and itself) beyond the meeting or session, which would require a 4/5ths vote. Do I even mention that as a time-saving device, if the motion only receives 2/3rds of the vote, that it converts into a (carried) motion to refuse to consider? But now, I'm just having fun...

The Congressional rule is quite backwards from Roberts. https://en.wikipedia.org/wiki/Words_taken_down

The local custom was to adopt special rules that required alternation in debate, and to permit only one speech per motion. Thus, even during general debate, "for what purpose" was relevant to keep the rules while still permitting a member who had already spoken ready access to their rights to make a subsidiary motion. Every body has its own history. What works fine for one group might sound excessive or rude to another. In my particular case, the county party had gone through a period of more than a decade of acrimony (before I entered) which was followed by a decade of fiercely contested actions (which I participated in). In a less contentious body, I would not be surprised if such formalities would give offence.

I agree that there is no such motion. I was considering that this is an odd state of affairs. Uggh. I should have reread about expunging from the minutes. The motivation for expunging (in my mind) would be avoid embarrassment for the body that the motion was ever brought up. Inspired by the Congressional motion (I believe), that a member's remarks be "taken down" (from the record). My intent was to follow the line-through process. But your concern regarding the nature of the minutes is well taken. We cannot amend history, and if history reveals us to be a bunch of braying jackasses, well...

Of course! I had not considered suspending the rules for such a thing. Thanks.

Doing some digging this evening. I thought that there was a motion to strike things from the minutes. But all I can find is in reference to rescinding a previous action by the body. In particular, RONR (11th ed.) p469 ll. 13-15 states that the minutes shall contain "All main motions...that were made...". I am imaging a situation where even the fact that the motion came before the assembly could be an embarrassment to the society. The motion that I was anticipating would of the form, "I object to the consideration of the motion and move that it be struck from the minutes." In a similar fashion to rescinding and striking from the minutes. It feels odd to me that a motion formally taken by a body can be struck from the minutes, but a motion which the body did not wish to consider could not be. Or are we in the weird situation similar to the GDPR, wherein if someone successfully demands that their data not be retained, that this fact has to be retained? Is it because if the matter is struck from the minutes that its non-consideration could not then be reconsidered? But if this is so, then how is it that actions rescinded and struck from the minutes can be reinstated? Again, this feels like an odd situation.

Interested in this topic, because of a scenario that played out in the mid '90s when I was just getting into these things. Of course, this was a meeting of a county party. The meeting started. Role was taken. Quorum was present. The majority faction of the party was the majority at the meeting. When the meeting reached new business, a series of motions began to fill vacancies. Various people had left the meeting by this time however. Most of the minority left about this time. One remained, and not being properly verses in parliamentary law, started complaining loudly that "there are a lot of vacant seats here". Eventually he was advised (by a member of the body--he had not sought recognition) that the proper action was to obtain the floor and doubt the presence of a quorum. He did. Quorum failed. Memory is a bit hazy, but my recollection is that quorum probably did not fail until the bulk of the minority left after they realized that the majority was going to fill a significant number of vacancies. My understanding was that a quorum is presumed to continue up until it's presence is shown to fail. As mentioned repeatedly, however, given clear and convincing evidence that it had been lacking for some time, actions should be voided. It is disturbing to think about the complexities involved if the validity of the later elections have been challenged. I can think of no more blatant continuing breech than the improper filling of vacancies. Having worked with the chairman over a period of years, I am pretty certain that they would not have agreed that the appointments should be voided. An appeal would be required. They are of good character, but their limit was being tested by the behaviour of the minority, both in meetings and without. I would assume that the erroneously appointed members cannot vote on the validity of their own appointment. But a vote on the validity of an appointment made previously necessarily can affect the validity of their own appointment. Likewise a vote on an appointment made after. The striking of the erroneously appointed from the roles would have (and I am quite certain of this) broken quorum at the next meeting. If the strikes were done one-by-one, (started with the last appointed) you could easily hit a situation where a quorum was no longer present to continue to consider prior appointments! What happens if some bright spark obtains the floor immediately at the beginning of the meeting, and moves that the body "ratify any appointments which occurred after quorum was lost at the previous meeting"? Specifically, before a point of order against their being actually appointed having not been made already? It would seem that the point of order could still be raised that they have not in fact been properly appointed, and that this point would have priority, because if it succeeds, the meeting becomes inquorate. Suddenly, I'm glad I never tried to get paid for any of this.

I find Borda voting to be annoyingly smug. If we are going to allow voters to split their vote, then we should allow them to split it as they choose! Suppose we are given 30 votes to distribute as we like between three candidates. If we vote 10-10-10, we are abstaining. If we love one, and hate the others, we vote 30-0-0. If we cannot decide between two, but dislike the third, we vote 15-15-0. If we like one a lot, and slightly favour the second over the third, we might vote 25-5-0. And so on. Whatever argument you make in favour of Borda voting, true splitting is going to beat it--especially since almost everyone seems to carry minicomputers with them.

Suppose there is a social function of the society. Everyone shows up. Two hours (and four drinks in) someone says, "You know. I've been thinking. We ought to do something. Hey, mister president! We should have a meeting right now!" What would you advise? How EXACTLY (as a matter of parliamentary rule) is this different from a hasty "special meeting"? What precedent does a "hasty special" set in this regard? The fact that, in the heat of the meeting, no one realizes that their decisions are ill-advised hardly obviates the fact that there is no properly held meeting. In this thread, the discussion has exclusively referred to "the assembly". In fact, the proper term is "the deliberative assembly". This matters, because many (most?) of the rules exist explicitly to protect the society from itself. The fundamental principle that a society can only act as a deliberative assembly at properly held meetings would seem to me to derive explicitly from the fact that the assemblies are to be deliberative. If the society chooses, through the adoption of bylaws to such effect, to allow for emergency special meetings, then it may do so. I would suggest that these be strongly limited in their scope, however. As has been mentioned, the body can always (at a later, properly held meeting) ratify or repudiate actions taken by such a gathering. That is, after everyone has had a chance to sober up.