Richard Brown

Yes. That's called "renewing" a motion, but it is actually just making the same motion again at another session. It actually can be made again at meeting after meeting. Once it is adopted, though, it can be changed only by means of the motion to reconsider, which has limits on its use, and by the motion to amend or rescind something previously adopted... which also has special provisions.

I stand by my opinion that with the possible exception of an apology and paying restitution, additional "punishments" (other than censure, suspension, expulsion and removal from office) cannot be imposed unless authorized in the bylaws. I say that not just as a matter of imposing discipline, but because the society itself lacks the authority to impose any costs or conditions of continued membership other than those permitted in the bylaws. A society cannot, for example, require the payment of an assessment or a fine or some type of "community service" unless authorized in the bylaws. It cannot require the payment of a special fee for attending the annual meeting (or any other meeting) unless authorized in the bylaws. Similarly, I think it cannot require the performance of any jobs, duties, public service or punishments for continued membership unless authorized in the bylaws. I think the requirement that a member hold a banner or wear a "sandwich sign" and march up and down Main Street or perform eight hours of community service is not permitted for any reason... discipline or otherwise... unless permitted in the bylaws. It should make no difference if the marching with the sign is a condition of attending the annual meeting or in the form of punishment for having committed some "wrong" against the society. The society has no power to require anything from a member that is not authorized in the bylaws.

Yes, I agree. Thank you.

Amend your bylaws to put it back in, by following the procedure set out in the bylaws for amending them. Note: The only restriction in that regard which RONR suggests is that the bylaws should contain a provision that the president shall not appoint nor be a member of the nominating committee. RONR does not suggest any other such restrictions for other officers or for the president when it comes to other committees. Normally, the president is a member, ex officio, of all committees EXCEPT the nominating committee. Even though your bylaws do not currently contain any such restriction, you are certainly free to not appoint or elect current officers to committee positions!

Nothing in RONR prohibits it. Any such restriction would have to be in your own rules or superior state law.

I agree. I used that language specifically for the benefit of the original poster who might be thinking to himself, "Isn't that in the nature of a rule of order????". I wanted him to know, "Yes, it is, but it is one that may not be suspended". It's the sort of thing that makes newbies (and some of us who have been around a while) want to pull out whatever hair we have left. Edited to add: I suppose I should have used more explicit language.

I don't know that that is necessarily true. The bylaws provide for the position of "Past President", not "Immediate Past President". There is presumably a past president in that position now. Does the current president automatically replace the current past president? It seems to me any of the living past presidents may be chosen to serve in that capacity... but the bylaw provision we have been shown contains no provisions for how this "past president" position is filled. Perhaps they interpret it to be the immediate past president, but that is not what it says. I'm also concerned about the language which says the past president continues to serve for an additional year. Does that give him three years on the board as past president? Only one year past his term as president? It is not at all clear who fills that position, or for how long, or how the person is selected. Perhaps there is another bylaw provision which clarifies this.

What exactly do your bylaws say about a "past president" position? Please quote exactly, don't paraphrase. As I said in an earlier post, he can be permitted to attend and participate as a guest without the right to vote. The extent to which that might be permitted is up to the board as a whole. This person might become a past president or even the "immediate past president" the instant his resignation is accepted, but your organization does not have and cannot have such an official officer (or board) position for such a person unless it is expressly provided for in the bylaws. He might be a past president, but that is meaningless unless your organization has an officially created position of "past president" or "Immediate past president".

OK, thanks! In that case, he is on the board by virtue of being president. If he resigns as president, he automatically ceases to be a member of the board. A new board position cannot be created for him without authorization in the bylaws. He may, however, be permitted by the board to attend and to participate in board meetings as a guest, without the right to vote. If, as in some organizations, he had been elected by the membership to the board, and then the board elected him president from among its own members, he would be able to resign as president and stay on the board because he was (is) on the board by virtue of having been elected to the board by the membership.

Let's try this a different way. Was he elected president directly by the membership? Or was he elected by the membership to the board and then the board elected him president?

I think you've pretty much "got it", but perhaps a tiny bit of nitpicking is still in order, at least with reference to bylaws. In general bylaw provisions cannot be suspended, b,ut bylaws which are in the nature of rules of order may be suspended just like rules of order and special rules of order. Examples of common bylaw provisions which are actually in the nature of rules of order are provisions which state that "The President shall preside at all meetings of the society" and bylaw provisions setting out the order of business to be followed at meetings. Bylaw provisions which prescribe the manner of handling nominations and elections are frequently in the nature of rules of order and may be suspended. However, a provision in the bylaws that elections must be conducted by ballot, even though seemingly in the nature of a rule of order, cannot be suspended. Bylaw provisions which themselves provide that they may be suspended may, of course, be suspended. Qualifications for membership and for holding office, such as "Officers must have served on a committee prior to being nominated" or "officers must have been members for three years prior to being nominated" cannot be suspended.

With possibly one exception, I think punishments are limited to those (censure, suspension, expulsion and removal from office) unless authorized in the bylaws. I think you are overlooking a key phrase in the language on page 643 about the punishments that can be imposed. Here is the full quote from lines 12-15. I have highlighted what I think is a key provision: "Punishments that a society can impose generally fall under the headings of censure,* fine (if authorized in the bylaws), suspension, or expulsion. The extreme penalty that an organization or society can impose on a member is expulsion." That provision makes clear to me that a fine cannot be imposed unless authorized in the bylaws. It is clear and unambiguous. I think the imposition of other forms of discipline which require any kind of affirmative action on the part of the member being disciplined would be prohibited unless authorized in the bylaws because it would require something more to remain a member than is required by the bylaws. Being ordered to walk up and down Main Street wearing a sandwich sign that says "I said something that embarrassed the Main Street Men's Club" would be prohibited because the society has no authority, under the bylaws, to require the wearing of a sandwich sign by a member as a condition of membership. It is the same rationale used when RONR says specifically that a fine (or a special assessment) cannot be required unless authorized in the bylaws. To permit it would be to permit the society to require more from some members (without authorization) than other members. The bylaws define and limit a member's liability to the society. The one possible exception MIGHT be in the way of an apology. RONR says, on page 647 on lines 14-20 that for an offense committed in a meeting an apology can be ordered. Here is the complete statement: " The case may be sufficiently resolved by an apology or a withdrawal of objectionable statements or remarks by the offender; but if not, any member can move to order a penalty, or the chair can first ask, "What penalty shall be imposed on the member?" A motion offered in a case of this kind can propose, for example, that the offender be required to make an apology, that he be censured, that he be required to leave the hall during the remainder of the meeting or until he is prepared to apologize, that his rights of membership be suspended for a time, or that he be expelled from the organization." I question whether an apology could actually be ordered unless authorized in the bylaws, but it is what the book says. Another troubling passage in the book is on page 668 regarding requiring an accused officer to repay funds wrongfully misappropriated from the society. Here is the full statement: "The usual possible penalties for an officer are censure or removal from office, although in special circumstances others may be appropriate (for example, to repay into the society's treasury funds that the officer has been found guilty of misappropriating, perhaps with an added fine). For all of these, including removal from office, a majority vote is required. Penalties appropriate in disciplinary proceedings against members are discussed on page 643. For expulsion, a two-thirds vote is required." Two comments about the foregoing provision: First, I think that, based on other provisions in RONR, it should be clear that a fine cannot be imposed unless authorized in the bylaws. The prohibition against fines unless authorized in the bylaws on page 643 is clear and unambiguous. The second point has to do with ordering the repayment of misappropriated funds. I acknowledge that is what the book says and it seems appropriate, but I question whether the society actually has the power to order repayment. Perhaps. It certainly does not have the power to impose it in the sense that a court could order it, but perhaps it can be ordered as a condition of continued membership. The bottom line is that, for all practical purposes, the only punishments that a society can impose on members without specific authorization in the bylaws is censure, suspension, expulsion, removal from office, and possibly the requirement of an apology and repayment of misappropriated funds. I think it is clear that a fine or assessment cannot be imposed unless authorized in the bylaws.

. . . Within limits, of course! Unless your bylaws provide other options, you are limited to censure, suspension, expulsion, and removal from office for officers. A monetary fine and other forms of discipline cannot be imposed unless authorized in the bylaws.

I agree. Such a provision is common in legislation governing homeowner associations. In addition, be sure to check your bylaws. They frequently provide for the right of members to attend board meetings and to address the board.

Yes, I should have pointed that out in my initial response! I appreciate Dr. Stackpole and Josh Martin pointing it out.

Yes. To abstain, you just don't vote or you say "I abstain". No reason need be given. Per RONR, every member has the right to abstain

I agree with Dr. Stackpole. If members have not been properly advised of the purpose of the meeting, the entire meeting is likely improper and any action taken void. And if your bylaws do not authorize special meetings, they cannot be held at all. Here are two key paragraphs from RONR about special meetings. Note: any requirements in your bylaws trump the rules in RONR and will control. The notice must meet the requirements spelled out in your bylaws, if any. From pages 91-92: "A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance. The reason for special [page 92] meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters.* As in the case of a regular meeting, the session of a special meeting in an ordinary society is normally concluded in a single meeting, unless the assembly at the special meeting schedules an adjourned meeting (see below). Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures" And more from page 93: "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting. If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see pp. 124–25) by the organization at a regular meeting (or at another special meeting properly called for that purpose)." It is important that supplying an "agenda" prior to or at the meeting does not satisfy the requirement that the time, place and purpose of the meeting be clearly spelled out in the "call of the meeting"... the meeting notice itself, not in an agenda supplied later.

I do hope to be there and hope to meet you. I'm planning on attending the convention, but a recent back problem may cause me to have to cancel. I guess one might say we had a "healthy" discussion about the issues you raised! Some might say it was "unhealthy", but it got our attention and I think we all learned from it. I still wish that the RONR authorship team would weigh in on whether the bylaw provision giving the board the power to remove board members for cause amounts to an exclusive grant of power to remove officers. I believe that all but one of us who have commented on that issue are of the opinion that the grant of power is not exclusive.

I think the above provision from Guest Scott's bylaws are being overlooked by one or two of our comments. I think the provisions in RONR about the parliamentary duties and powers of the president are mostly irrelevant as against the clear pronouncement in the bylaws that the President is the chief executive officer of the club and shall have the duties and powers normally appurtenant so said office and (especially) that he "shall conduct the business of the club between board meetings". Those duties and powers go far beyond what is spelled out in RONR. I think the corresponding secretary's claim of being "independent" and "totally in control" (my words) are a gross exaggeration. The president should certainly have control over correspondence addressed to him and being supposedly from him. As the "chief executive officer" and "conducting the business of the club between board meetings" I suspect he has the right to oversee all outgoing correspondence with the possible exception of general meeting notices. I think he clearly should have control over the preparation of the meeting agendas, regardless of who actually types them or mails them out. Ultimately these questions appear to me to be questions of bylaw interpretation and the board and/or general membership may have to ultimately decide to what extent the president can oversee the corresponding secretary and to what extend the corresponding secretary must comply with the president's wishes. It's a shame the two can't get along. This is really absurd, but it does unfortunately happen.

Well, according to the protocol in RONR, yes, but every assembly is free to adopt its own order of business. It's sort of like "God before country" as a way of expressing that in opening ceremonies proper protocol is to have the prayer precede the pledge of allegiance. It's protocol, but every assembly is free to do it any way it wants to. I don't see anything "fatal" about having the roll called prior to the "salute to the flag".

@David Schmitz: Agreeing with the previous comments, I don't fully understand the situation/question. I think it will help us if you can clarify what has been done/is being done to delay the purchase. I think we can all agree, though, that the motion to "lay on the table" (or "to table") is not in order now. There are ways to stop the purchase, but we need to know more about the current situation in order to properly advise you of what those methods are and what vote is required to adopt them. Edited to add: In particular, we need to know exactly what you mean by this statement: " several board members have continued to table the item not to purchase." Exactly how have several board members been able to "table" the item?

I agree with you on both counts. The opinions which Mr. Apodaca just expressed in his most recent comment are in stark contrast to those positions that he was taking in previous posts. @Mark Apodaca, can you explain?

I have several concerns, questions, and comments. First, since this appears to be a public body, I would think that there is probably a controlling open meetings or Sunshine Law or rule of some sort, either state or local, which dictates the agenda or agenda format. Second, although it is poor draftsmanship, I see no problem with the duplicate agenda items. Once an item is taken up, the second listing becomes moot. Third, as to the use of the terms new business and old business, I believe the first use of the term new business is intended to be a heading and the next several items listed below it are individual items of new business to be taken up during the meeting. I suspect that such a listing of the individual items of new business actually turns them into general orders. The second use of the term new business appears to be using the term in the way we are used to seeing it in the standard order of business. It is an opportunity to introduce new items of business which have not already been taken up and which were not listed earlier on the agenda. I also note that each item of new business, rather than being in the form of a motion, starts off with the phrase "discussion and possible action on . . . ." We all know that RONR says you should not normally have discussion without a pending motion, but this assembly is free to adopt its own rulers in that regard. I would also note that with this being a Town Council, it is most likely in the nature of a small board of no more than about a dozen members and that it can follow the small board rules which do permit discussion without a motion. It could actually adopt such a format regardless of its size. The use of the term old business is not being used in the sense of Unfinished Business as contemplated by RONR, but rather appears to be the heading for a list of status reports on items of business or projects that are ongoing in the town. It is quite an unusual agenda format, extremely unusual. However, if that is the way the town council wants to prepare its agenda, and if doesn't violate some controlling law or rule, then so be it. The council is free to adopt and use its own order of business and agenda in pretty much any format it desires. My concluding comment is that I still believe that there is a rule, ordinance, City Charter, or state statute somewhere which governs the agenda or order of business. Any such provisions would supersede any contradictory Provisions in RONR.

I agree with Doctor Stackpole's caution against co-chairs. I overlooked that when I made my original response.

There are no restrictions on any of the above in RONR . The only restriction is that for non-members to be appointed to a committee, they must have the approval of the assembly.