Richard Brown

Most rules of order, with a few exceptions, can be suspended at a meeting. It depends upon the circumstances and the particular rule which it is desired to suspend.. Bylaws, with only a few exceptions, cannot be suspended. The most common exception is the one Alex M mentioned: Bylaw provisions which are in the nature of rules of order.

I agree. This is not an incomplete election, therefore, you must follow the provisions in your bylaws for filling vacancies.

I agree completely and was in the process of typing an answer that says so when Dr. Kapur posted his response. I also agree completely with this response and have been saying so from the very beginning. RONR is crystal clear that this is a permissible use of the motion to refer a matter to a committee.

Guest Zev, thank you for the citations. you might also read the material at the bottom of page 502 and top of 503 that I referred to and quoted from in a much earlier comment. I think it is clear in RONR that referring a matter to a special committee is an appropriate way of carrying a matter over from an outgoing board to the incoming board.

I've wondered the same thing. I also don't see any problem with texting him and asking him to call into a meeting if it is believed by the chairman or the members that his input can be important... or even required if he or some other member is necessary to constitute a quorum. Since members who participate by telephone in your organization are deemed present, it might well be that his presence by telephone is necessary in order to obtain a quorum. I don't see a problem with him participating by telephone or with someone texting him asking him to call in. That is no different from calling or texting any other absent member and asking that member if he can hop over to the meeting. Your rules permit participating by telephone, so stopping that practice might well require a bylaws amendment.

No, I'm not aware of a provision in RONR which speaks of a "duty" of members to attend meetings. Rather, RONR speaks to it as a "right" of membership, not a duty. But, let's separate a possible duty to attend meetings of the society as a general member vs the duty to attend board meetings as a member of the board of directors. Speaking personally, as I don't believe either requirement exists in RONR, I see where members who run for and are elected to board positions perhaps have a fiduciary duty to attend meetings. Serving on the governing board of an organization is different from just being a member of the organization. Your topic and first line of your questions indicates you are referring to a duty generally to attend meetings, but the rest of your question and other comments make plain that you are referring to (or concerned about) this person's duty to attend board meetings. Whether explicitly stated in RONR or your bylaws or not, I think a case can be made that board members have some sort of duty to attend board meetings. Your own "three meeting rule" speaks to that very issue, but it is undermined by permitting members to participate by telephone. I think a case can be made that this member is not serving the organization as he is expected to serve and that he is not acting in the best interests of the organization. I think a non-disciplinary motion of censure would be in order as well as removal from office by the membership or the board... whichever body has the power to remove him.... if that body believes that he is not properly performing his duties, I think he an be removed from office. It will ultimately be a judgment call within the sound judgment of whichever body has the authority to impose discipline or to remove him. I think a motion of censure could be adopted by either the membership or the board. Finally, having a couple of members who he respects to talk to him about this situation might solve the problem. If that fails, you certainly have the options of amending your bylaws, imposing censure or discipline and even removal from office. To get back to the original point I was making, I don't believe a general member has a duty to attend meetings as a general rule, but I believe such a duty can perhaps be said to exist for a member of the organization's governing board. That duty is not specifically expressed in RONR, but I view it as more of a fiduciary duty.

I do not subscribe to the theory that the motion to refer or commit is being misused in this instance or that it is out of order, but I do agree that whatever motion is being referred could also most likely be made again at the first meeting of the "new" board. However, there can be cases, such as when the motion would require a two thirds vote without notice and proper notice was given while the "old" board had the motion under consideration, it might be hard to give the requisite previous notice for the first meeting of the new board if it meets on a regular published schedule and no "call of the meeting" is issued. An example could be an organization which elects its "new" board at its annual meeting and the bylaws require the new board to hold its first meeting immediately upon adjournment of the annual meeting. I'm the immediate past president of such an organization... the Louisiana Association of Parliamentarians. Regardless, I believe the language I quoted a few posts above from pages 502-503 of RONR makes it plain that the motion to refer to a special committee is an appropriate use of the motion and a permissible way of carrying business over from the outgoing board to the incoming board. We have been responding to that effect on this board for a long time.

I agree with both responses. As a practical matter, it is ultimately going to be up to the president and/or the assembly to decide whether his "declining to serve" was timely. It seems to make more sense to treat his declining to serve as being timely and to treat the election as incomplete rather than to require a formal resignation, formal acceptance of the resignation, and calling of a special election to fill the vacancy.

That is true, but the minutes nonetheless must still be read upon the demand (or request) of one member even if the draft minutes have been distributed in advance. RONR, p. 474. If no one objects, then the reading of the minutes (but not the approval of them!) can be dispensed with. There is a common misconception that "dispensing with the reading of the minutes" also dispenses with the need to approve them. It does not and it does not take the place of approval.

And Richard Brown was in the process of doing just that when you made your comment!! But it was getting too lengthy as I was trying to explain to Guest Lizette that her organization apparently does not understand the difference between "unfinished business" and "old business" and that her membership should not be sitting around discussing "old business" and cluttering up the minutes with the minutiae of said discussions. So, I wound up just deleting it. Guest Lizette, I strongly suggest you get a copy of RONR or RONR in Brief to learn the difference between "old business" which RONR does not even recognize and "unfinished business". Both books also explain what does and does not belong in the minutes. The minutes should be a record of "what was done at the meeting", not what was said. Edited to add: BTW, you've gotten pretty good at "telling em that" yourself... for which I thank you!

Loss of memory, hearing and vision sure take a lot of the fun out of growing old!!!

I disagree and I believe Dr. Stackpole got it exactly right when he suggested referring the matter to a special committee with instructions to report at the first meting of the "new" board. That is precisely what the text on pages 502-503 suggests: A special committee—since it is appointed for a specific purpose—continues to exist until the duty assigned to it is accomplished, unless discharged sooner (see 36); and it ceases to exist as soon as the assembly receives its final report. The fact that an annual meeting intervenes does not discharge a special committee. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at [page 503] a later time. If it does not report, its life expires with that of the body to which it was to report." (Emphasis added)

And in my experience, the use of "yes" and "no" when responding to a roll call vote is the most often used custom. Perhaps it's not in your neck of the woods. It certainly provides the most easily understood response, especially when compared to "yea" and "nay".

I don't disagree with most of your answers, but you still haven't answered my question: Are those statements contained in RONR or are those answers you opinion of how it should be done? Your emphatic text gives the impression that it is coming straight out of RONR. It is not. As I stated in my post above, your instruction of how to respond to a roll call vote is NOT what RONR says. RONR seems to me to be saying that responding with "aye" and "no" are actually the preferred responses to a roll call vote, but that the other responses are also acceptable. Again, here is the text: "CHAIR: As many as are in favor of the adoption of the resolution will, as their names are called, answer aye [or "yes," or "yea"]; those opposed will answer no [or "nay"]. The Secretary [or "the Clerk"] will call the roll.

Actually, this is what RONR says on page 420 about the process of responding to a roll call vote: "CHAIR: As many as are in favor of the adoption of the resolution will, as their names are called, answer aye [or "yes," or "yea"]; those opposed will answer no [or "nay"]. The Secretary [or "the Clerk"] will call the roll. " Personally, I abhor the use of "yea" and "nay" because they sound too much alike, especially to people with a high frequency hearing loss who have a hard time distinguishing between the consonants. Both words all too often sound like the letter "A". It's too easy to mistake a "yea" for a "nay" and vice versa. I watch and listen online to LOTS of meetings and legislative committee hearings and it is sometimes impossible to make out which word the member used. "Yes" and "No" are clear and unambiguous.

Are you quoting from somewhere in RONR or are those answers your own opinions? I don't think any of that is actually in RONR.

Since in small assemblies using the small board rules the chair may vote on all questions along with the other members, there is no reason in a roll call vote to call the chair's name last unless, by custom or at the request of the chair, his name is called last. I see nothing wrong with doing it either way. RONR does not address that issue directly. I will note, however, that taking a roll call vote in small assemblies using the small board rules is rather unusual unless the assembly is a public body or is somehow answerable to a constituency. State open meetings laws frequently provide that all votes of public bodies shall be on the record. I agree with Chris Harrison. That works for me. RONR does not address that point directly.

Guest Carly, I think I agree with Dr. Kapur, but more information would be helpful. I do specifically agree with him that if this is a public body of some sort (such as a school board, city council, zoning board, etc) state statutes and special rules of order adopted by the body likely control.

It's an interesting question that I have wondered about myself. It would seem, at first glance, that the rule can be suspended as Dr. Stackpole suggested. RONR is a book of "rules of order" which can usually be suspended unless the book provides otherwise. I'm not aware of anything in RONR to the effect that the rule, as stated on pages 237 and 488-489 cannot be suspended. I don't see that it is a fundamental principle of parliamentary law, either. However, my gut tells me that for reasons unknown to me at the moment that the rule is one that the authorship team believes cannot be suspended. Since it is a rule of order, it seems that it could be superseded with the adoption of a special rule of order. So, I anxiously await the opinion of others and especially of the A-Team. Edited to add Just hazarding a guess here, I suppose that the rationale for saying the rule cannot be suspended is because, at least in the view of the authorship team, the "old" board ceases to exist upon a routine change in membership, much as a convention ceases to exist when it adjourns sine die.

Guest Peg, this gets somewhat technical, but were the changes your organization made to its bylaws in 2008 considered as AMENDMENTS to the bylaws or as a bylaws REVISION? If only certain provisions in the bylaws were being amended, then the "non-amended" provisions do indeed remain as part of the bylaws. However, if the changes were presented as a bylaws revision, with the document being presented to the membership being treated as a new set of bylaws, then what you did was adopt a revision of the bylaws and all of the former bylaws were, in essence, rescinded and ceased to exist. See pages 566 and 592-593 of RONR for more information as to the differences between bylaws amendments and a bylaws revision.,

I agree with Dr. Kapur. I think time is of the essence and that by phone is actually better than mail in this case. Perhaps email would be a reasonable compromise if someone wants something "in writing". I really see no need to "inform" the newly elected officer "in writing". RONR certainly does not require that it be in writing.

Guest SSA: You might keep in mind that it doesn't really matter whether the motion of censure was proper or properly handled at the time it was introduced. Any objection or point of order would have to have been timely.... it would have to be made at the time the motion of censure was made. Since no timely point of order was raised, or if it was raised the chair obviously either didn't hear it or ruled against it, the motion of censure was validly adopted. It is too late now to complain about it. It's what we lawyers (and parliamentarians) often refer to as a "you snooze, you lose" rule. Any objection that a rule is being violated must usually be made at the time of the violation. That is so that the chair can make whatever correction might be necessary. It is too late to raise it after the fact. What's done is done. There are only a few exceptions to that rule and this is not one of them. It appears to me that the motion of censure was validly adopted and should remain in the minutes. The member was indeed censured.

I don't understand it, either. Hoperully, the text citations you gave Guest SAA will be helpful.

I concur with Dr.. Kapur’s comments. Even if minutes should be kept out of committee meetings, all the minutes of the nominating committee need to contain is who the nominees are (along with the date of the meeting, etc.).

@Mark Apodaca, you might take a look at LRS 12:225 regarding officers and agents which provides as follows as to removal of OFFICERS: "E. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed. http://www.legis.la.gov/legis/Law.aspx?d=76414 Since the Louisiana nonprofit corporation law treats officers and directors differently, at least for some purposes, that provision may prove to be useful. You might also pay attention to the definition of "Directors" in section 201: "(9) "Directors" means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. The term, when used in relation to any power or duty requiring collective action, means "board of directors". http://www.legis.la.gov/legis/Law.aspx?d=76385 One final point: Depending on how your officers are selected and whether they must be board members, it is at least theoretically possible for the membership to remove a person as a director, but that person remains as an officer. Likewise, it may be that the board can remove an officer, but the person nonetheless remains on the board as a director. I hope the attorneys are being paid well.