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  1. RONR (11th Ed.), page 501, lines 11-13 states, "During actual deliberations of the committee, only committee members have the right to be present." Also, starting on page 500, line 22, RONR states, "Committees of organized societies operate under the bylaws, the parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to them. A committee may not adopt its own rules except as authorized in the rules of the society or in instructions given [page 501] to the committee by its parent assembly in a particular case." My question is this. In an organization that has no special rules of order or standing rules established in its bylaws, no provision in the definition of this committee for non-committee members to be in attendance during committee deliberations or allowing a committee to set its own rules, it is allowable to suspend the rules to allow persons who are not members of a committee to be in attendance during committee deliberations and voting? Thank you for your opinions.
  2. cgwolf

    Suspend a rule?

    As stated in your bylaws, the 90% vote required for this type of approval is no more a rule of order than where the bylaws call for a majority vote to elect members to the board or a committee, and at a meeting where there is an election, someone moves to suspend the rules to make it a plurality vote for this meeting --- it just isn't so. Also, you have to look at the underlying reason for the 90% vote, which is to provide a certain level of protection for certain assets of the organization. Suspending the rules to reduce the majority required would affect something outside the meeting, and therefore is out of order. It's the same reasoning that suspending the rules to replace the president as presiding officer within the meeting IS allowable, but that vote cannot suspend the president's administrative authority as specified in the bylaws. There is additional reasoning as to why the two-thirds vote to suspend the rules cannot be used. Since the 90% vote requirement protects a minority, how, then, could a majority of two-thirds be allowed to take away a right of 90%? For example, it is conceivable that 85% of the members at the meeting could vote to suspend the rules and make the vote requirement for this piece of business you mention a majority vote. Such a motion would take away a right of a minority --- a fundamental parliamentary law --- and thus not allowed to be suspended. Most items in bylaws are not rules of order: membership requirements, frequency of meetings, setting quorum, voting procedures, the size of the board, and defining officer's duties and responsibilities, to name a few. Usually, one has to look carefully in a set of bylaws to find something that is a rule of order.
  3. cgwolf

    assembly's authority vs. the board

    If the society is organized as a corporation under the laws of the state (or nation) in which it exists, each board member is most like also a director of the corporation. Directors have a fiduciary duty to the law, while members don't. In this situation, this question about board vs. members' supremacy moves into an area of law. Under most state's laws, directors have to follow a "duty of care" and a "duty of faith." Therefore, if at a membership meeting of an incorporated society, the members pass a motion that later, members of the board find not to be in the best interests of the corporation (society), it seems to me (I'm not a lawyer) that if the board passes a motion contrary to the motion of the members, then it would supercede the members' motion.