Rob Elsman

I disagree, Mr. Kapur. Several members of the board want to steal the deliberations of the board and give them to an "outsider" before the proper authority has had the opportunity to exercise its authority. Neither the board (which apparently does not have the authority to set breed standards) nor any individual member of the board has the right to usurp the authority of the general membership assembly and disclose the deliberations (which may not even conform to anything that is finally reported) to any "outsider". So, the direct answer to the poster's question is "no".

The principle of subordination is built into the scheme of the ordinary society having multiple bodies, such as the executive board, RONR (12th ed.) 1:22, 23 et al.; the executive committee, RONR (12th ed.) 49:13 et al.; or ordinary committees and subcommittees, (RONR 12th ed.) 50:1, 2 et al. The book refers to these bodies collectively as "subordinate instrumentalities", implying that there are also "superordinate instrumentalities". The notion of subordination does touch on parliamentary law. Subordination is the principle behind the rule at RONR (12th ed.) 49:12. Also, the authors have offered two official opinions, RONR (12th ed.) 2006-12 and 2006-13, which directly apply the principle of subordination. Member, individually, are also subject to the principle of subordination. Each member of a body is obliged to abide by the rules that affect that body. Each member is obliged to accept the judgment of a body when he is on the losing side of a vote. And so forth. The principle of subordination is also built into the way that inferior bodies make reports. Reports are presented to the immediate superior. And, whatever is not reported remains in the possession of the inferior body. The same principle applies to the deliberations in inferior bodies--deliberations that are not reported to the immediate superior remain in the possession of the inferior body. It follows that these deliberations, including suggestions or drafts of reports, are not "for sale", so to speak, to be leaked to superior bodies or the public without the permission of the body that has authority to act on such suggestions or drafts. Thus, in the ordinary society there is, so to speak, a "chain of command" that is binding on each instrumentality of the society and its members individually. Each must "stay in his lane". These instrumentalities and members individually must be careful not to speak "out-of-school", so to speak, in order to protect the good name of the society as a whole; its instrumentalities; and its members individually; as well as promoting good order and discipline within the society. You may recall that, in an earlier post, I opined that a member of an inferior body who presents a report to a superior on behalf of the inferior is obliged to confine his presentation to what has been agreed to by the inferior body; thus, he has nothing more to say than what is contained in the report. That is why I opined that there can be no "Q&A" of the presenter. He has nothing else to say. I was applying the principle of subordination, though I did not explain that in my opinion at the time. For the presenter to go on and on about deliberations that the reporting body did not agree to report is out-of-school, so to speak. To do so would be insubordinate.

I disagree. The notion of subordination is built into the rules throughout the book. An individual member of a board is not at liberty to leapfrog the general membership assembly that has the proper authority to deal with a matter and leak to the public without that assembly's permission.

I disagree.

...or, perhaps, our guest can correct me. 🙂

I agree with Mr. Brown that this is all a little confusing. I am also not clear whether the vice president was serving on the board as a member ex officio. If he was serving as a member of the board ex officio, then the vacancy that needed to be filled was the vacancy of a vice president; and, the filling of the vacancy of a vice president would take care of the vacancy on the board, since the new vice president would be a member of the board ex officio.

I do not see anything in RONR (12th ed.) that allows a member of a board to be insubordinate. Quite the contrary, such a member is subject to a disciplinary procedure for the offense of insubordination. If board members were allowed to leak to the public drafts of recommendations for the general membership assembly before the general membership assembly had the chance to roundly reject them, the leak could cause a public furore and bring the society into disrepute.

I am not so sure I agree with Mr. Katz and Mr. Brown. For example, were a board member to leak to the news press, without permission, what might (or might not) be later recommended to the general membership assembly before the report is presented seems to me to be improper; in my opinion, this would be insubordinate. That is just my opinion.

I am not sure who the "outsiders" are. Are they members of the club who are not members of the board? Are they neither members of the club nor the board?

In fact, nothing in RONR (12th ed.) confers a right of a non-member of a board to be present at board meetings, much less to speak.

The motion that Mr. Honemann is indirectly talking about is both debatable and amendable, so the optimal number of members of the board will be arrived at through the deliberative process.

The presenter of a report of a board or committee cannot present anything other than what has been agreed to by a majority of the board or committee for inclusion in the report. Thus, there can be no spontaneous "Q&A" immediately after the presentation. In particular, the presenter is not at liberty to expound his own opinions while he is presenting on behalf of the board or committee.

Outside of small boards or committees, the presiding officer's making motions does not comport with his "necessary position of impartiality", RONR (12th ed.) 3:9. If he is a member of the assembly over which he presides, he retains the right to make motions, but he does not exercise that right while in the chair for the sake of the service which he performs.

In a small board or small committee, it is possible for a question to be put without a formal motion having been made; however, this can only be done if it is perfectly clear what the question is, since there is always a danger of misunderstanding or incorrect assumption. In small boards and small committees, seconds are dispensed with; otherwise, seconds are required for main motions. For assemblies that meet as frequently as the quarterly time interval, the use of an agenda is not customary. Provided the established order of business (usually, the standard order of business) is appropriate for a meeting, it should be used in lieu of an adopted agenda.

The general membership assembly has full, complete, and exclusive authority to conduct it's elections. The executive board has no role to play. Any attempt by board members, separately or together, to block or interrupt the election procedure in the annual meeting of the general membership assembly must be viewed as election tampering, which is a very serious offense requiring a strong disciplinary response, possibly including expulsion from the organization. The society, as a whole, simply cannot tolerate the shenanigans of members who behave this way.

How a particular organization delegates authority will be found in the rules of the organization. This will vary from one to the next.

The chair has certainly made extraordinary claims. Extraordinary claims require extraordinary proofs. Let the chair show you in RONR (12th ed.) where it says that a meeting which was closed upon the adoption of an unconditional motion like "I move to adjourn" can be "re-opened" later.

If the organization does not have members, as you say, then who is the "organization" who wants a certain individual to serve on the board of directors? I sense that we are talking in circles.

My guess is that the appointing power has the authority to pursue disciplinary procedures. From the facts provided, it is not clear to me who exactly is doing the appointing, but whoever that is would seem to me to have the authority to remove officers or directors.

I am quite certain that the first meeting has adjourned sine die, so it is over and done with. It cannot be reconvened. It seems from the facts that special meetings are authorized in the governing documents. This seems to me the proper path to follow, but such a special meeting needs to be properly called, so that all the members (whether or not they attended the first meeting) can know when and where the meeting will be held.

See RONR Off. Interp. 2006-12 at the official Robert's Rules website.

RONR (12th ed.) does not incorporate the three readings procedure used by the British Parliament and some other legislative bodies.

I am striking it out. RONR (12th ed.) 63:17.

It will be up to the assembly to decide how to fairly implement what is said in RONR (12th ed.) 63:8. It should be kept in mind that the members of the investigating committee will also be the managers at any trial that might follow, so the committee members would also need to be capable of fulfilling that role fairly. Unless the bylaws provide for something else, the committee members are named by the assembly by majority vote. The person to be investigated does not have "challenges" in the selection, as would be the case in the selection of a jury in a criminal trial. It is not the intention of the authors, I wouldn't think, that the disciplinary procedure be a hatchet job. I understand the authors to be saying that the members of the investigating committee should be able to conduct their business with fairness and equity.

Since it appears from the facts that an appeal from the decision was not raised, the ruling of the chair stands.