Richard Brown

What do you mean when you refer to rule 13? Are you referring to section 13? Are you using RONR? RONR is divided into sections, not rules. You might go to the NAP website (National Association of parliamentarians) at parliamentarians.org, and look at the offerings in the bookstore. They have several publications and CD-ROMs which can be very helpful in learning RONR and studying for both the basic membership test and the registration exam

Nosey, you need to be consulting an attorney and/or a professional parliamentarian for these things. This, in my opinion, is getting far beyond the scope of this forum. As to the board attorney being there and wanting to question a member (or to speak at all, for that matter), that is something completely within the control of the board (not the chairman, but the board itself). If a majority of board members object to either his presence or his making comments of any sort (whether as statements or posed as questions), they have the power to stop him and/or eject him from the meeting. If the board will not stand up to the chairman, that is a different type of problem, not a parliamentary one. If your board will not insist on following the rules and proper decorum, I don't know that we can be of any help. btw, the attorney (or any guest of the board, which is what the attorney is) has no right to participate in debate on a motion except by suspending the rules by means of a two thirds vote. If he wants to speak on the subject matter of a pending motion, that is debate on the motion. He can't get legitimately get around it by saying "this isn't debate, I'm making a comment" or "I'm asking a question". If it is during debate on a motion, it is debate. Making comments is for when no motion is pending, such as addressing the board about a particular subject matter when no motion is pending. In my opinion, you folks have personality or control issues, not so much parliamentary problems. Well, you might have parliamentary problems, but if you are the only one who wants to follow the rules (as you believe them to be), it has become a personality or relationship or control issue. If the members won't back you, and instead back the chairman, there simply isn't much you can do about it from a parliamentary standpoint. There is no RONR police force to call.

Agreed. The problem with the chart that Nosey linked to is that it has the parliamentary authority and special rules of order at the same level. With RONR, at least, that is not correct. Special rules or order trump the rules in the parliamentary authority. A problem with both the link posted by Nosey and the one posted by J.J. is that they both omit the organization's constitution. The constitution trumps the bylaws in organizations that have both. So, yes, it's a bit more complicated than that, but both charts are a good (but incomplete) guide.

I disagree. Where do you get this? Perhaps from the OP's question about whether the bylaws need to be ratified at the convention, but it is clear to me that he is referring to the 24 amendments adopted by an email vote.

I agree. It is a horribly worded provision, but that seems to be the most logical interpretation. I also agree that ratification at the convention is not needed, or at least it is not provided for in the bylaw snippet that we have been provided with.

I, too, question whether this "committee" is a committee as defined in RONR. It doesn't sound like it. Guest Jennifer, can you elaborate on the nature of this "committee"? Is the committee the organization? Or is it a committee of an organization? And this president you speak of, is he or she president of the committee, the president of the parent organization, or what?

Not in my opinion.

Executive WHAT?? Executive sesion? Executive committee? Executive Board? Meeting of Executive Chefs? Nosey, what kind of organization is this? I imagine your state's open meetings law applies only to certain types of organizations, typically homeowner associations and similar entities. Run of the mill garden clubs, social clubs, business associations, etc are not, to the best of my knowledge, covered by the open meetings law in any state. I think your statement is a bit over-broad.

Gary, that might be the case, but I'm not convinced that it is.... and if it is, it may be due to misunderstandings of the open meetings law. In the case of my own state's open meetings law... and those of some others that I am familiar with... committees of public bodies are themselves deemed public bodies and subject to the open meetings law. So, in such a case, the size of the committee makes no difference. I agree. But, there does exist a somewhat common misconception that a quorum of the members of a public body cannot be together in the same place at the same time under any circumstances without it constituting an illegal "meeting". That is a misconception and is simply not true. If it is a social gathering, for example, and no official business is discussed, it is perfectly appropriate.

I don't think this is necessarily true, but I guess it could depend on the exact wording of and judicial interpretations of your state's open meetings laws. That is a question for an attorney.

Oh, Jeez, J.J..... now you're doing it, too!!!! Executive WHAT??? Executive session? Executive Committee? Executive Board? Conference of Executive chefs?

I think you already know the answer to this.

You do not need a motion to "accept" a report or recommendation. In fact, doing so is improper. A report is simply presented orally or in writing. If in writing, it is placed on file. Regardless of whether it is in writing or presented orally, the chair thanks the reporting member for the report and moves on. The chair might state that "the report will be placed on file", but that isn't necessary as it should be placed on file automatically. Now actually adopting the recommendations as the recommendations of the assembly itself or adopting motions arising from the report are a different matter. Doing either of those requires an actual motion and is handled just as any other motion would be handled. It might help if you can clarify exactly what it is that is being presented and what it is that you want to do with it.

I think there are several threads in this forum in which the consensus is clearly that a notice requirement can be suspended or waived if all members are present and there are no absentees to protect. That has certainly been my understanding for several years. It might well be in the nature of a rule of order, but if so, it cannot be suspended by a vote of less than the minority it is intended to protect... in this case, one third of the membership. Therefore, it would require the vote of two thirds of the membership to suspend it. Edited to add: I will concede, however, that the following language on page 261 regarding the motion to suspend the rules causes me some concern: "Usually requires a two-thirds vote (see below, however). In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule. " My concern is the language "in the face of a negative vote. . . ." That could indicate that abstentions could effectively lower the vote threshold since they are not negative votes. They might have the EFFECT of negative votes, but they are not actual negative votes as the rule on page 261 seems to require.

And some "authorities" suggest that it is just fine to use the plural "they" when referring to one person and that it is ok, when referring to the chair ruling that a motion is out of order, to say "they" ruled the motion out of order. Well, you aren't going to see me saying that.... or saying that a rule is "suspend able". SMH.

My suggestion would be that at the next meeting, assuming it is regularly scheduled or properly called and noticed, and that a true and undisputed quorum of at least five voting members is present, the board ratify the actions taken at the meeting in question. If this is time sensitive, it can be done at a special meeting called for that purpose.

In my opinion the voting threshold cannot be disregarded. The notice requirement could, perhaps, be disregarded if there are no absentees to protect. Example: Assume the bylaws require a vote of two thirds of the entire membership to amend the bylaws. That provision means what it says. Even if all members are present, it will still require the vote of two thirds of the entire membership in order to adopt the amendment.

That's a very good point... one that I had not thought of. I recently reviewed the legislative history of a bill enacted by the Louisiana Legislature. I watched the relevant portions of six separate floor and committee hearings in order to determine how to interpret a provision capable of two different interpretations. The six occasions when the bill was debated convinced me that my initial interpretation was wrong and that the right interpretation was in fact the one I was hoping for. I just did not initially read the actual bill that way because of poor draftsmanship.

I agree, as well, unless the bylaws (or state law) clearly provide otherwise.

I also believe that if a point of order is raised, the actions taken at that meeting are subject to being declared null and void by the chair or by the board itself. It only takes a majority vote to do that. in fact, doing that and then voting again on the motions adopted at the meeting in question might be the best thing to do. You should at least consider that and discuss the alternatives and ramifications with your attorney. If there is a question about the legitimacy of the actions taken, it may be best to address that issue now, rather than in court years later. Edited to add: assuming this was a properly called or scheduled meeting, the actions taken at that meeting, if invalid, can be ratified at a subsequent meeting. That may be the best course to follow at least as far as the actions taken at the meeting in question.

I have that same concern.

Obrienlaw, can you quote for us, verbatim, the exact language of the Constitution regarding the board being comprised of eight membyand also the language about the president being ex officio a non voting member of the board? Please quote exactly, don't paraphrase . BTW, in previous posts I forgot that these provisions are apparently in your state Constitution when I made reference to your bylaws. This may be more a legal question than a parliamentary one.

Well, if he cannot vote, it seems to me the amount of business which he can conduct is rather limited. I presume he could make motions and speak in debate, but if he cannot vote, his influence will be limited.

It depends on what the bylaws say. If they make him a member without the right to vote, then he is a member without the right to vote. However, since your bylaws also say the board shall consist of 8 members, I question whether he is a member at all. You appear to have conflicting provisions in your bylaws and it is up to your organization itself interpret its own bylaws and to to resolve that conflict.

see the last paragraph of my post above, which I edited to add just before you made your comment above