Richard Brown

I’m concerned that this organization might not be an “independent freestanding organization that calls itself a board” but that it is instead a part of the city government structure much like a zoning board. If that is the case, it seems appropriate that it does not have bylaws, but instead has rules of order or rules of procedure. Guest Bylaws, what exactly is the nature of this “Board“ and what does it do – what does it have authority over, if anything? It’s a part of the city government? Or is it truly an independent organization which merely makes recommendations to the city? Edited to add: BTW, it will be helpful. If you tell us how the members of this board become members of it. Are they appointed? If so, by whom, or what entity?

If it is the regular presiding officer, a motion to declare the chair vacant is not in order. However, using the procedure described in 62:12 RONR (12th Ed.), a motion, to suspend the rules and remove the chair from presiding during all or part of a session is in order. here is the text of 62:12: “62:12 If the chair is not an appointed or elected chairman pro tem, a motion to declare the chair vacant is not in order. However, a motion can be made to Suspend the Rules so as to take away from him the authority to preside during all or part of a given session.5 When such a motion is made and seconded, after stating the motion he must turn the chair over to another following the procedure described in 43:29, and the remedy for refusal or failure to do so is that the motion may be put to a vote by its maker.”

No. Just leave it alone and start a new thread.

@theg333 Please post your question in a new thread by starting a new topic.

I agree with Mr. Katz. The provision at issue is not at all clear that it grants exclusive authority to the board in this area. In my own opinion, the provision is rather clear that it does NOT constitute an exclusive grant of authority or power. Ultimately, it is up to the membership to interpret the bylaws and resolve ambiguities.

As Mr. Martin said in his initial response, the best way is to have the bylaws actually say that the board has the "sole" or "exclusive" authority or control over the affairs of the society (or of whatever specific items the bylaws mention). Otherwise, using the generally accepted principles of interpretation and the fact that in a non-profit membership corporation or organization, the powers of the board are inferior to the powers of the membership unless the bylaws specify otherwise, a provision granting the board certain powers will generally be interpreted as NOT being an exclusive grant of authority. See, for example, sections 49:5 - 49:7 and 56:39 - 56:43 of RONR (12th ed.), paying particular attention to 56:41-56:43, noting that the power granted to the board in 56:43 is the power to act between meetings of the membership and therefore still subordinate to the powers of the membership. I note that the bylaws of your organization say specifically that the board is "subject to the direction of [the organization]". That indicates to me that the powers granted to the board are pretty clearly not exclusive and that the membership can tell the board what to do and how to do it and can also countermand (rescind) actions of the board. You might also see Official Interpretations 2006-13 (and 2006-12) on the main website here: https://robertsrules.com/official-interpretations/ You will have to scroll down to Nos 12 and 13 and you will also have to click on the little "down arrow" in the upper right corner of each question to see the answer. Finally, for any who question whether your bylaws grant the board the exclusive authority generally or over the particular area at issue, you might use the search feature to search the forum. This question arises frequently. As a suggestion, you might start your search with the key words board exclusive authority (or power) and have the search engine search for threads that contain ALL of the search terms rather than "any" of them. You have to click that option.

If a motion has been "laid on the table" (there is no such thing in RONR as to "table" a motion), a motion to "take from the table" is the appropriate motion to bring it back before the assembly. If you are by chance referring to a motion was was postponed, let us know because different rules will apply.

This seems to be the same question that you asked using slightly different language and which I just answered. Since a motion that has not yet been adopted cannot be rescinded because there is not yet anything to rescind, I assume you are asking if a motion that has been WITHDRAWN is recorded in the minutes. The answer, with a couple of exceptions, is no, a motion that has been withdrawn is not normally recorded in the minutes. See 48:4 (6) of RONR (12th ed.). See 48:4 (7) for information on the exceptions.

Well, it isn't possible to rescind something that hasn't yet been adopted, so I am going to take a chance and assume you are asking if a motion that has been WITHDRAWN is recorded in the minutes. If that is your question, the answer is no, a motion that has been withdrawn is not normally recorded in the minutes. 48:4 (6) (RONR 12th ed.). See 48:4 (7) for information on a couple of exceptions.

That seems to be the logical interpretation, at least if we further interpret the provisions to mean that the two bodies must agree and that the Representative Council does not have "veto power" over the executive board's decision.

We say it primarily because the bylaws go on to say that the authority granted to the board is “subject to the direction of (the organization)“. That means that the board does not have the sole or exclusive authority over the affairs or property of the organization and It is subject to the directions and control of the membership of the organization. In addition, the bylaws do not say or indicate that the board has the sole or exclusive authority to do those things. It shares those powers with the membership, but the membership has the ultimate authority and can even reverse actions of the board.

I agree with Mr. Martin. If, for the sake of argument, we assume that the member who recused himself “was not present“, that means six members were present. A majority of six is four, not three, and the chair should have declared that the motion failed. However, RONR is clear that the declaration of the chair stands unless challenged by a timely point of order. It does not appear that was done.

I agree that a quorum of 2/3 of the members is a somewhat high quorum requirement, with a majority being the norm, but I do not believe it is “ridiculously” high for a board of directors. Board members are generally expected to show up for meetings, whereas that is not so much the case with the general membership. For a board of 12 members, which is fairly common, a quorum of a majority of the members would be seven members, and a quorum of 2/3 of the members would be eight members – only one additional member. I do not think such a requirement is ridiculous.

I agree that RONR is clear that meetings may not be conducted electronically unless authorized in the bylaws. However, it is possible that state law in the state where this organization exists might authorize electronic meetings, unless specifically prohibited in the bylaws. In addition, I don’t recall that we have been told that this organization has officially adopted RONR as its parliamentary authority.

That’s what my math comes up with.

Guest Guest, is the Parliamentarian credentialed by either of the two national credentialing organizations for Parliamentarians, namely, the National Association of Parliamentarians (NAP) or the American Institute of Parliamentarians (AIP)? In other words, does he have the NAP credential of Registered Parliamentarian (RP) or professional Registered Parliamentarian (PRP)? Or, if he is a member of AIP, does he have the designation of certified Parliamentarian (CP) or certified professional Parliamentarian (CPP)? I agree completely with the answer by Dr. Kapur (and with the answer just posted by Mr. Merritt) regarding whether the chair should call for abstentions. RONR is clear that he should not. I have concerns, however, about the chair, apparently frequently ruling that motions are out of order because they violate the bylaws, and that the Parliamentarian states that those rulings by the chair are correct. RONR is clear that rulings of the chair may be appealed unless “there cannot possibly be two reasonable opinions“. 39:3 (RONR 12th ed.). See also 24:3 (2) (b): “ when the chair rules on a question about which there cannot possibly be two reasonable opinions, an appeal would be dilatory, and is not allowed“. So, the question is not about whether the chair believes the motion violates the bylaws, but whether there can possibly be different reasonable interpretations as to whether it violates the bylaws. If reasonable minds can disagree as to whether the proposed motion violates the bylaws, the appeal should be permitted.

@Rob Elsman and @Gary Novosielski, there is a distinction between a request and a formal motion. I believe you are blurring that distinction. I am not referring to a motion. I am referring to a request to withdraw a motion made by the member who made the original motion. Please read carefully the words in 33:2 (4) “the other requests do not require a second, except when moved formally by the maker of the request”. I am specifically not referring to making a formal motion and I believe the 33:15 is clear that no such formal motion is required unless the chair declines to put the question to the assembly on granting the request to withdraw the motion. Note also that 33:16 makes a distinction between a request for permission to withdraw a motion and a formal motion to grant such permission.

No, they do not. I think you need to read both sections again carefully. I’m not referring to making a motion to withdraw a motion, I’m referring to a REQUEST to withdraw a motion, made by the person who made the motion he is seeking to withdraw. If there is an objection, the chair can put the question directly to the assembly without anyone having to make a formal motion. 33:15.

Then you have it wrong.

Yes, and the request does not need a second if it is made by the member who made the motion he is seeking to withdraw. I think 33:15 is clear on that. Requests such as this do not require a second. She also 33:2 (4)

Are you sure? That’s not the way I read 33:15. That section seems to clearly say that if there is an objection to the request to withdraw a motion by the member who made the motion, the chair can put the question directly to the assembly. The request can be granted by unanimous consent if there is no objection.

Neither the bylaws committee nor its chairman have the authority to tell the board that it cannot debate the proposal unless the bylaws give it that authority.

The actual answer will depend upon your bylaws, but the answer is almost certainly yes, they should be included in the count of voting members present, if they are in fact, members of the organization. The fact that they are also officers or board members or committee members makes no difference

I disagree that this sounds like debate. In meetings such as city council meetings, I have seen countless instances of an expert or city department head addressing the city Council, either before or after the proposed ordinance or resolution has been introduced, in the way of providing background or context, or the reason for the proposal. That almost always takes place prior to the council members actually beginning to debate the motion (ordinance, resolution, proposal, whatever). I do not at all consider such a presentation as taking part in debate. Edited to add: I have also seen experts and department heads respond to questions from council members during debate in the form of a request for information. I do not consider that to be participating in debate, either, but simply as responding to a request for information from a member of the assembly.

I agree that permitting a nonmember to speak in debate requires suspending the rules, but he can be permitted to address the assembly in the way of making a presentation, not in debate by means of a regular majority vote. In either case, it can also be done by unanimous consent, if there is no objection.