Richard Brown

I disagree. I do not interpret that bylaw provision as requiring that all members be contacted when you are trying to get 37 members to sign a petition for a special meeting. There is no need to notify all members. It is perfectly permissible to contact only those members who the proponents believe are most likely to sign the petition. Giving notice of the meeting itself is something else. All members must be given notice of the meeting, but they do not have to be given notice that a petition to call a special meeting is being circulated

The elected delegate is THE delegate and has a right to the floor whenever he or she wants it. An alternate delegate is just that: An ALTERNATE. A Stand-by. A person who fills in whenever the actual delegate isn't present. The Alternate should be aware of that basic fact from the get-go. The elected DELEGATE has the right to be on the floor and to exercise his privileges as a delegate any time he wants to. A person should not ask to be or agree to be an alternate if he isn't willing to acknowledge and abide by that simple fact.

Agreeing with Mr. Katz, the only way you can legitimately extend your term is by amending the bylaws. The term provision and term limit provision cannot be suspended.

Am I the only one who sees a conflict between the bylaw provision which says "Officers shall serve for a term of one year from May 1 through April 30" and the provision which says "New officers will assume office at the May Executive Board meeting"? Unless the May executive board meeting always occurs on May 1, that is a conflict. It is up to the organization to resolve it. I suggest that the bylaws be amended to not only add "or until their successors are elected" to the terms of office, but to clarify whether they assume office on May 1 or at the May executive board meeting. As to whether the organization currently has any officers or a board, if the organization is incorporated, guest Mike might check the non profit corporation laws in his state for a provision that officers continue to serve until their successors are elected. Such a provision is rather common in state corporation provisions.

It seems to me, in the absence of a rule to the contrary, that a delegate who arrives after an alternate has checked in and been seated is entitled to claim the seat. To hold otherwise could open the door to alternates making it a point to arrive early and to be the first to "check in" at the registration desk, thereby depriving the duly elected delegates of the right to serve as delegates.

I think it is the consensus among our regular contributors that the rules may be suspended to allow a guest to speak, to speak in debate, and to make motions. The rules cannot be suspended to permit a guest to vote.

This might be true, but it makes me uncomfortable unless the notice includedsa statement that any new elected positions created would be filled by an election at that meeting. Since this is apparently a bylaws revision and there is no "scope of notice" issue, there is no way of knowing what new positions might ultimately be created at this meeting. The assembly could certainly schedule the elections for a future date. I actually question whether holding the elections at the same meeting at which the positions are created is in order without notice of that fact, but I cannot point to anything in RONR to back that up. It just makes me uncomfortable.

Good point. Thank you!

The committee has several options available to it. It can, of course, meet without the chairman's presence or participation by the date specified in the bylaws and try to complete it's critical item of business in that meeting, if possible (we don't know if the required business can be concluded in one meeting. It might require several meetings.) As an alternative, the committee can still meet by the date specified in the bylaws and then postpone the main item of business until the next meeting. The initial committee meeting can be set by the chairman or by any two of the committee members. When it does meet, it can set an adjourned meeting for a date when the chairman can be present if it is felt that his participation is essential. It can also adjourn without setting a date, in which case the adjournment is deemed to be at the call of the chair. If the chairman does not call for a committee meeting by the date specified in the bylaws, the committee must meet at the call of any two of its members. Assuming that electronic meetings for this committee are not authorized in the bylaws (or by state law), the chairman can still be permitted to participate by telephone. Although he cannot vote by telephone, he can be permitted to participate fully in the way of speaking in debate, making motions, and even presiding. Also, if the committee is to issue a report before it can meet again, a report agreed upon by telephone can still be the official report of the committee as long as all members of the committee agree to it. RONR, (11th ed.), pp 499-502, including the footnote on page 499. Edited to add: Actually, I'm not so sure about the chairman being allowed to preside by telephone. He would essentially be participating as a guest. I'm interested in what others have to say about that.

Guest Kave, your council's veto and veto override procedure is almost certainly spelled out either in your council rules, city ordinances, the city Charter, or state law. Veto procedures, which apply almost exclusively to governmental bodies, are not covered in RONR.

To elaborate on my previous answer, per the rules in RONR, if the assembly (in this case the city council) has voted to put certain things on the agenda, such as taking up a proposed ordinance or resolution which was postponed from the previous meeting, nobody has the authority to arbitrarily remove that item from the agenda for the meeting at which it is to be taken up. The body itself... the council, not anyone else.... has the ultimate right determine what goes on its agenda unless there is a superior rule or law to the contrary.

Agreeing with J.J., it does not sound like your city council is following the procedure set out in RONR. That is not unusual for a public body like a city council. If you are following the procedure in RONR, someone, usually the chairman or the secretary on the chairman's behalf, prepares a proposed or draft agenda in advance of the meeting. It may or may not be circulated to the other members prior to the meeting. Until it is actually adopted by the assembly by a majority vote (or by unanimous consent), it is only a proposed agenda and is not binding. Items can be added to it or removed from it by majority vote at the beginning of the meeting. Any member can propose changes. Once the agenda is actually adopted by the assembly, it becomes THE agenda. Once it has been adopted, it can still be changed by adding to it, removing items from it or rearranging it during the meeting, but doing so requires a two thirds vote. However, with this being a public body, the procedures for promulgating, publishing, adopting and changing the agenda are almost certainly set out in the city council's own rules, city ordinances, the city charter, or state law. Most (perhaps all) states have an open meetings law, or sunshine law, which dictates posting or publishing an agenda in advance of the meeting and also the procedure to be followed in modifying the agenda once it has been "published". It frequently requires a super-majority vote (two thirds or higher... sometimes unanimous) in order to amend the agenda at the meeting or even within a day or two preceding the meeting. The bottom line is that the procedure for promulgating, adopting and amending an agenda for a city council is almost certainly going to be spelled out in laws and rules which trump RONR. In the case of my own city council, the council rules provide that the Council Clerk prepares and distributes the agenda. The state open meetings law specifies how far in advance of the meeting the agenda shall be posted and published and also specifies the procedure to be followed in amending the agenda at the meeting after it has been posted. Among other procedural safeguards, it requires a unanimous vote to amend the agenda at the meeting and gives the public the right to object.

What about it?

A person's term as president begins the moment he or she becomes president. For term limit purposes, RONR says on page 475 that "For purposes of determining eligibility to continue in office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office." Therefore, pursuant to RONR, if the former vice president served more than half a term as president, that is considered one term. If he served half of a term or less, it does not count as a term.

Yes, I think the point of order is well taken. RONR is quite clear on pages 347 - 348 that "the prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent". P. 348. Therefore, I also think the vote to continue debate in the absence of a quorum was null and void. It is a rule which may not be suspended.

Alexis, lots of things are theoretically possible, but it would be extremely unusual, almost unheard of, for a society or a board to adopt bylaws or even a lesser rule which gives one person, such as the organization's attorney, the unbridled right to make enforceable rules that can be enforced against the organization and the members of its board regarding communications between members of the society. If in fact such a situation exists here, I think the OP would be aware of it.

What do you mean by a "per-capita vote"? That term is not used even once in RONR and I don't think I have seen it in any other book on parliamentary procedure. I will note that page 343 of RONR states that "motions are improper when they present practically the same question as a motion previously decided at the same session". That means that if a motion is defeated at one session, it is improper to reintroduce essentially the same motion again at the same session.

That is the way I look at it and is the position I would take. I think the bylaw provision at issue grants a right to members of the corporation / organization. I don't think the board has the authority to suspend that bylaw provision even if it is in the nature of a Rule of Order.. However, it might be that the board could adopt reasonable rules regarding the length of speeches, etc.

I would not go so far as to say that what they did was done by unanimous consent. I understand your point, but I think it was more a case of no one raised a point of order or voiced an objection. RONR specifies the procedure to follow for doing something by unanimous consent and that procedure was not followed. I think it was more like "you snooze, you lose".

I have to agree with user on this point. Although it is true that the uninvited general members could not vote, they might well have been able to change the outcome of a vote if they had been permitted to speak in debate as the guests of the president were allowed to do. Edited to add: Still, no rule was broken by the president inviting only certain general members

Try the footnote on page 263 that Dr. Kapur referred to. In addition, it stands to reason that if non-members are not even allowed to attend the meetings without permission, that they certainly cannot speak or debate without permission. Edited to add: she also Pages 644 - 648 for more confirmation that non-members have only those rights which the assembly itself decides to afford them.

Guest Tammy, I think the answer to those questions about a special board meeting will be found in your bylaws. Therefore, I have the same question that Dr. Kapur asked: what do your bylaws say about special meetings of the board? Since this is a homeowner association, I feel fairly confident that your bylaws or stste law specify the procedure for calling a special board meeting. As to the annual meeting of the general membership and special meetings of the membership,, what do the bylaws say? Do they specify a date or a month for the annual meeting? again, I believe your bylaws probably address those issues. State law might also address either the annual membership meeting or special membership meetings or both. Both your own rules and state law would trump the provisions in RONR. One final point: special meetings of the board and the membership can be held only if permitted by your bylaws or state law.

For information about a motion of censure, see pages 125, 344, 451 and 643 of RONR . A motion of censure is merely a statement that the Assembly disapproves of something someone did. It carries no other punishment. It may be adopted as an ordinary debatable motion with a majority vote.

Unless your bylaws provide otherwise, only members of the body which is meeting, in this case the executive committee, have the right to attend the meetings. The executive committee, not the president, has the authority to permit guests to attend and to speak, unless your rules provide otherwise. As a practical matter, in many organizations, the assembly defers to the president, but that is by choice or by custom. The executive committee, not the president, has the ultimate right to decide who may attend and who may speak at meetings of the executive committee. The president and all other members are free to invite whomever they want to to attend a meeting as a guest. It is still up to the committee as a whole to determine weather those guests will actually be permitted to attend. There is no rule in RONR which would prohibit a president or any other member of the executive committee from inviting only certain general members of the organization to attend as guests. However, if the other members of the executive committee feel that the president did something inappropriate or unbecoming of a member, they may adopt a motion of censure condemning the president for his actions. Depending on your bylaws, it might even be possible to remove him from office. For more information about attendance and participation by non-members you might look at pages 96, 263, and 644 - 645 of RONR

Tammy, I'm afraid your question is as much or more a legal question then it is a parliamentary one and is probably outside the scope of this forum. We do not give legal advice. As to the Parliamentary issues, and especially the issue of what it takes to have a meeting of the membership, whether regular or special, the answer is more likely to be contained in your own bylaws and governing documents and state law than in Robert's Rules of Order. Your situation is rather complex with several issues and you could probably benefit most from the services of a professional parliamentarian. The National Association of Parliamentarians and the American Institute of Parliamentarians, which are the two national parliamentary organizations, both provide referral services for credentialed parliamentarians. Both organizations have websites. The National Association of Parliamentarians is the larger of the two organizations and probably has a more useful website. If you can provide us with the exact language of your bylaws regarding the annual meeting of members and also the calling of special meetings, we might be able to provide some help. It will also help if you can clarify exactly what it is you want to know. There appear to be lots of irregularities in what you have described, most of which is probably water under the bridge at this point.