Richard Brown

How to become a Parliamentarian? Get business cards printed that say "Guest Rodney, Parliamentarian" 😉 Hang your shingle, so to speak. But to become a good one, join one of the two national organizations that JJ referred to and put in the necessary study and take the necessary tests to become credentialed. it takes quite a bit of study. There is no state licensing of parliamentarians anywhere that I am aware of. Anyone can call himself a parliamentarian, but getting certified (or credentialed) by one of the two national organizations proves that you probably have some idea of what you are doing and gives you credibility.

To elaborate on the response by reelsman, per the rules in RONR the "guest" may be permitted to attend the meeting and to address the board and even to speak in debate, but the rules for speaking in debate are different. First, unless your bylaws or rules or custom provide otherwise, guests (non members of the board) have no right to attend or speak at a board meeting, but permission to do attend and/or speak may be granted by a majority vote of the board or, as is more common, by unanimous consent. However, to permit a guest to speak in debate requires a suspension of the rules, which requires a two thirds vote (or unanimous consent). There is no need for a guest to leave after speaking, but the board may certainly require it. It is within the board's discretion whether to permit guests to remain or to ask them to leave.

@star1441, see page 251, lines 9-10 and 25-26 of RONR. A main motion that has been adopted that conflicts with the bylaws is null and void. A point of order on that point may be raised at any time during the continuance of the breach.

In my opinion the adopted resolution which prohibits paying officers is null and void as being in conflict with the bylaws, at least as far as it was intended to apply to officers.

Based on what we have been told, I think it was correct to treat the situation as a vacancy and that it was handled properly. If the executive Presbytery is the proper body to fill vacancies, it was probably free to choose anyone it wanted to fill the vacancy. It was free to choose someone who had been nominated for the position earlier or to choose someone else. The selection of someone to fill the vacancy was within the sound discretion of the executive Presbytery. @Greg Goodwiller do you have an opinion on this?

There are frequently very legitimate reasons for differentiating between officers and directors. This is especially so in organizations which have large boards of directors. Although directors are frequently classified as officers, that is far from universal and it is quite common for the directors to not be classified as officers. If you are determined to make them all fit into one category, I would make them all officers. In your case you would need to amend your bylaws to include the at-large director as an officer. it is a judgment call and a matter of preference, but I see no compelling reason to make the change. If you ever decide to have a larger board, there might well be reasons for not classifying directors as officers. When organizations do consider that directors are also officers, they frequently still make a distinction by referring to the president, vice presidents, secretary and Treasurer as the Executive Officers, thereby still maintaining a distinction between Directors & officers.

Joshua, The officers are officers because the bylaws expressly say that they are officers. They may also be members of the board, but they are officers because the bylaws says they are officers, not because they are on the board. When you say "and therefore officers", that indicates to me that you are saying they are officers because they are members of the board. I think it is also clear that the other board member(s) are not officers. What isn't clear to me is whether the member at large referred to in the bylaw snippet is the only other board member or if there are also others. I'm assuming that is the only other board member, but it really isn't clear. It is a strange and poorly worded set of bylaws from what I have seen so far.

Oh, Lord, those bylaws, or at least the portions provided, are terrible. However, one thing is clear. The only officers in this organization are the president, vice president, secretary and Treasurer. The other members of the board of directors are not officers. That much seems clear to me. There are more problems with these bylaws than I can get into now. Perhaps some of our other contributors will weigh in. I'll try to check back later. I just cannot do it right now.

Well, since I did say it that way, it is probably the way I intended to say it, but I concede that I struggled with it as I was typing (and re-typing) it and that I still did not say it very eloquently or precisely correctly. I flubbed it. So, instead, how about I quote directly from "The Book". Here is what RONR says about it on page 453: . . . If neither the president nor any vice-president is present, the secretary—or in the secretary's absence some other member—should call the meeting to order, and the assembly should immediately elect a chairman pro tem to preside during that session. Such office is terminated by the entrance of the president or a vice-president, or by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52). A chairman pro tem may, of course, be elected by unanimous consent if there are no other nominees. It has been my experience that in the vast majority of such situations, that is exactly what happens. In my experience, it is very rare for there to be a contested election for chairman pro tem... just as there is rarely a contested election for a secretary pro tem. I will also point out that appointment of a chairman pro tem is probably not possible in this case because the OP has already told us that they do not expect either the president or vice president to be present. If one of them is in fact present, and hasn't resigned from office, then he can designate someone as chairman pro tem and that person is automatically "appointed" if there are no other nominees. But, to be precise, here is the language from pages 452- 453 of RONR on that point: If the president vacates the chair during a meeting and no vice-president is available, he can, subject to the approval of the assembly, as explained on page 395, appoint a temporary chairman who is called the chairman pro tempore, or chairman pro tem. The return of the president, the arrival of a vice-president, or the first adjournment puts an end to this appointment, and the assembly can terminate it even earlier by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52). The regular presiding officer, knowing that [page 453] he will be absent from a future meeting, cannot in advance authorize another member to preside in his place. The explanation on page 395 says, when explaining who the chairman should turn the chair over to if he wishes to participate in debate: a) to the highest-ranking vice-president present who has not spoken on the question and does not decline on the grounds of wishing to speak on it; or b) if no such vice-president is in the room, to some other member qualified as in (a), whom the chair designates (and who is assumed to receive the assembly's approval by unanimous consent unless member(s) then nominate other person(s), in which case the presiding officer's choice is also treated as a nominee and the matter is decided by vote). (Emphasis added) Does that cover it? Edited to add: The purpose of my comment that you took issue with was actually just to explain to Byron Baxter that a chairman pro tem in this case is not to be should not be appointed, but rather is to be should be elected.

Yes, but I believe the original poster has bigger issues then that. According to RONR , if both the President and Vice President are absent, the secretary should call the meeting to order and then the first order of business would be the election of a chairman Pro Tem. If the secretary is absent, then any member could call the meeting to order. Edited to add: technically, the chairman Pro Tim isn't appointed but is elected. However, the person who calls the meeting to order, or another member, could move that a certain member serve as chair pro tem by unanimous consent without objection.

Yes, that is how I meant it.

It seems we are saying the same thing. Of course members who did not attend have the right to know. That's what I said. I don't see what the problem is. No, it does not. The parliamentary authority I was referring to is the AIP Standard Code of Parliamentary Procedure, 2012 edition. The complete sentence, from page 108 re executive sessions, is: "Any discussions held or actions taken are legally considered as confidential and all information must remain within the confines of the meeting unless the meeting directs otherwise". The section on minutes of an executive session does contain an express statement that only members who attended the meeting or were authorized to attend are entitled to access to the executive session minutes.

Are you sure? Do you have a citation for that? I do not see it in RONR. RONR does say that non members who attend the meeting are honor bound not to divulge anything that occurred. But nowhere (that I can find) does RONR say that non members who may have been invited to attend the meeting but chose not to attend are nonetheless entitled to find out what happened at the meeting. RONR just does not say it. I would prefer to err on the side of caution. Here is an example: A non-member who has information on an issue to be discussed at the executive session is invited to attend to provide information. The members who invited him to attend assume he will likely be dismissed after he provides his information. However, he declines the invitation to attend. It is a long, contentious meeting and the absent non-member's name is brought up several times. He ultimately becomes a primary object of the meeting. If he had been present at the meeting, he would almost certainly have been asked to leave before the discussion turned to him. Are you saying that nonetheless, since he had initially been invited to attend but chose not to, he is now entitled to know everything that took place and was said at the meeting? I don't think so. I'm not going to tell him.

That's a long shot, Joshua. Besides, we answer questions based on the rules in RONR. As always, bylaw provisions, special rules of order and statutes supersede the rules in RONR. Per the rules in RONR, as well as the general (or common) parliamentary law and other parliamentary authorities, what transpires in an executive session is confidential and cannot be shared with others who are not members of the group that was meeting or were not present at the meeting. At least one manual in common use goes so far as to say it is "legally considered as confidential". Violating that rule can subject the violator to disciplinary proceedings up to and including expulsion from membership. Whether it could subject the violator to other sanctions is a legal question and is outside the scope of this forum. Do you know something about Guest Guest's situation that you are not telling us?

If it was said in an executive session, it most likely IS confidential, by definition. Everything said and done in an executive session is confidential.

First, your question should actually be posted in the general discussion forum, not in the advanced discussion forum. Don't be surprised if it gets moved by a moderator. Second, what EXACTLY do your bylaws say about calling special meetings? Third, EXACTLY what do your bylaws say about a quorum of the board at board meetings? Does it look like you will have a quorum? Fourth, EXACTLY what do your bylaw say about required attendance at board meetings and being "out of order" (or perhaps not in good standing)? Fifth, what, if anything, do your bylaws say about resignations? Please quote the bylaw provisions exactly, don't paraphrase.

There are several rather strange, unusual, and strangely worded provisions in the portion of the bylaws which you provided. Some conflict with RONR. I'll try tackling the issue of nominations here: As to taking nominations from the floor one month and then having the elections a month later, that is not such an unusual provision, especially in large organizations and in organizations that permit voting by mail. Many organizations permit nominations form the floor at both the meeting when the nominating committee report is presented and again at the election meeting. However, here is a problem with your bylaws: They do not actually say that nominations are not permitted on the day of the elections. They say only that nominations from the floor shall be taken immediately following the presentation of the nominating committee report. This is what RONR says on page 435 about nominations from the floor: Call by the Chair for Further Nominations from the Floor. After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor. This is another stage of nomination and election procedure for which a number of details should be established by rule or custom of the particular organization. In many organizations, nominations from the floor are called for immediately after the presentation of the nominating committee's report—while the election is pending or earlier. I don't interpret that provision as requiring that nominations from the floor be asked for at the election meeting, but that is the most common way of doing it and seems to be what RONR anticipates absent a bylaw or special rule of order to the contrary, based on other passages. But, the quoted language clearly says that the floor nominations may be called for prior to the time when the election is actually pending, i.e., at the preceding meeting, as your organization does. I do not interpret your bylaws as actually prohibiting nominations on the day of the elections, but that is a matter of bylaws interpretation and is something only your organization can do. My own opinion is that your custom should be followed, but that a motion to re-open nominations at the election meeting would nonetheless be in order. If a point of order is made that nominations are not permitted on election day, the chair would rule on the point and his decision could be appealed to the assembly. The decision of the assembly on the appeal is final. Keep checking back to see if others are of the opinion that your bylaws actually prohibit nominations on election day. Regardless of whether additional nominations are taken on the day of the election, RONR provides that write in ballots must be permitted unless they are prohibited in the bylaws. It is not unheard of for write in campaigns to be successful. In fact, at least two U.S. Senators have been elected by means of write in votes! The most recent was Senator Lisa Murkowski of Alaska in 2010. I do not know what that provision means. A nominating committee usually presents a list of candidates, not a ballot. I also do not know what is meant by the phrase "to accept the ballot". Again, it is up to your organization to interpret its own bylaws.

Yes, that is correct. We just said it again. But,we point it out frequently because our guests are frequently new to the forum and do not know that.

What exactly is your question?

Have you discussed the issue of the incorrect ruling with the chair? If so, what was his response? Does he acknowledge that he made a mistake? If you have not discussed it with him, why not? I strongly suggest that you discuss it with him if you have not. If the chair acknowledges his incorrect ruling, and if your object is to educate the assembly and also to have a record that a mistake was made, there are a couple of somewhat unorthodox but permissible ways to do it. The first is for the chair to state to the assembly at the next meeting that he wants to make a statement to be included in the minutes. He can then very briefly make a statement to this effect; "My ruling at the previous meeting that the bylaw amendment to eliminate dues failed to achieve a two-thirds vote and did not pass was erroneous. The amendment did receive a two-thirds vote and I should have declared that it passed. However, according to Robert's Rules of Order, the ruling stands and cannot be reversed now since it was not appealed at the time of the ruling. The proposed amendment may be submitted again as provided for in the bylaws. If there is no objection I would like the above statement to be included in the minutes of this meeting." He should probably write out that statement and hand it to the secretary so that she can include it verbatim in the minutes. The statement can be included in the minutes if there is no objection or if the assembly directs that it be done by a majority vote. The alternative that I just suggested will not be found in RONR and is perhaps unorthodox, but nothing prohibits the assembly from directing that something be included in the minutes. If your objective is simply to educate the members and to have something in the record (the minutes) explaining what happened, that accomplishes the purpose. Another alternative would be for you, at the next meeting, to raise a point of order that the declaration of the chair that the amendment failed was erroneous and that the amendment did in fact pass. The chair should rule your point of order well taken but that because of the rules he cannot reverse his ruling after the fact and the ruling must stand. Since points of order and the chair's ruling and reasons for his ruling are supposed to be included in the minutes, that procedure will also accomplish your objective provided the minutes do include your point of order and the chair's ruling and reasons for his ruling. Note: the two suggestions I made above will work only if the chair acknowledges that his ruling was in error. If he maintains that his ruling was correct, neither of those suggestions is likely to work, and especially not the first method . With the second method, if the chair rules against you, you can appeal the chair's ruling and make your points in debate.

I think it is permissible, during the report, for a member to make a request for information asking if the reporting member will yield for a question. A request for information is an incidental motion which is in order when another member has the floor. It is covered in section 33 of RONR .

I don't have much time at the moment, but feel compelled to make this comment. Perhaps I am missing something, but I see no reason for the members of this organization to have to sit around twiddling their thumbs until the next annual meeting. I would think they can surely, one way or another, begin working on proposed bylaw amendments which will then be presented and deliberated and voted on at the appropriate time. I would think they can appoint a bylaws committee, but we don't know that for sure without knowing just what is in the by-laws. Even if they cannot appoint a bylaws committee to start working on proposed to changes, a group of them can start getting together informally and do exactly that. It also seems to me that the most pressing amendment which they need to adopt is one which will make amending the bylaws easier in the future.

Per the rules and RONR, yes, an assembly may go into executive session at any time for any reason it desires. However, your bylaws may contain restrictions. Also, if you are incorporated or governed by state laws, such as many homeowner associations are, those laws frequently contain restrictions on the use of executive sessions.

The only way to permit one member yield time to another member in debate is to suspend the rules. A motion to suspend the rules requires a two thirds vote or unanimous consent.

Guest Dakota, I don't have time now for an extended answer, but I think I can safely say that what is concernnig us is the exclusion of certain board members from participating in the meeting. That is the issue we are concentrating on and is what we might need more information on. The basis of the dispute doesn't really concern us or is at best secondary. A board cannot normally prohibit certain of its members from participating in a meeting or a decision. We need to more about the circumstances surrounding the exclusion of these members. How it happened, what was said, what the official reason is for the exclusion, etc.