Richard Brown

I'm not sure just what your situation is or exactly what you are asking, but knowing what little I do know I don't see a problem with it. In fact, I believe it is a rather common custom. Why have meetings when it can all be done in one meeting? My own city council usually has agenda items that require a public hearing and items that do not require a hearing. But they take up both types of matters at the same meeting. They just conduct a public hearing on those items which require one. I think that in order for us to give you any better advice you will need to provide us with more details. btw, I agree with Mr. Katz and Mr. Novosielski that there is no rule on the subject in RONR. This almost certainly a matter of interpreting your own governing rules and law.

Yes, that is correct. The wording as presented to the membership should be exactly as approved by the board. This is not to say, however, that the membership cannot amend some or all of the motions when the membership takes them up. Normally, when a board recommendation is being voted on by the membership, the membership may amend it. We haven't seen your rules, however, so we don't know if that is the case in your organization with these particular new rules. But, the rules as adopted by the board should be presented to the membership with the exact same wording.

isn't the reply about three or four comments up from "Guest Yes..." from you? Perhaps you didn't add your name and the system used the first word of your post, "Yes" as your name.

Short answer, no. No one can edit what the board adopted. They should be reported out and recorded in the minutes and "rule book" (or membership book) exactly as they were adopted. However, I have a question: Does the membership have to approve or adopt these new standing rules before they become effective?

In addition to the errors pointed out by J.J., the member who moved for the "break" and who "called the question" had not been recognized by the chair. As with the other errors, however, those breaches would have required a timely (immediate) point of order and none was made, so the results stand. We sometimes refer to the rule requiring a timely point of order for most breaches in procedure as the "You snooze, you lose" rule. If you don't raise a point of order immediately, it is deemed waived.

There are several threads (well, a few, at least) in this forum which discuss adopting a special rule of order that permits the member parliamentarian to participate in meetings to the same extent as all other members..... or to whatever extent is desired. My own local NAP unit has adopted such a special rule of order because too many of the most knowledgeable members were not willing to give up their right to participate in debate and make motions in order to serve as parliamentarian. An alternative is for an organization to not actually appoint a member parliamentarian, but to have one or more members who are willing to serve informally as an "experienced member" who the chair can call on for questions regarding parliamentary procedure as described on page 254: "Before rendering his decision, the chair can consult the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair." (Emphasis added). I imagine such a person might be considered the "de facto" parliamentarian mentioned in previous posts. The special rule of order which my local NAP unit adopted regarding the "member parliamentarian" reads as follows: "The Unit Parliamentarian shall retain all rights of membership." It's not wording which I would have preferred, but it is what it is and we all know the purpose of it. We also know that a special rule or order cannot bestow the right to vote to a non-member, but I suspect this rule might have the effect of granting the right to speak in debate and to make motions to a parliamentarian who is not a member of the unit. I would have preferred language which specifically makes the rule applicable only to a parliamentarian who is a member of the unit. Such language could be, "The Unit Parliamentarian, if a member of the unit, shall retain all rights of membership". Edited to add: Our unit bylaws do require the president to "appoint a Parliamentarian subject to the approval of the elected officers". The bylaws do not specify whether the parliamentarian shall be a member, but I'm not aware that a non-member has ever been appointed parliamentarian.

We have had a lot of discussion on this "question", but I think this statement of facts and question are so vague that I really don't know exactly what fact situation Guest Confused is referring to or exactly what his question is. I am especially lost as to the last incomplete sentence. I have no idea what our guest is asking.

This sounds to me very much like a "Motion Relating to Methods of Voting and the Polls" as described in RONR in Section 30 at pages 71, 283-286, 409-412, and 438. It seems the bylaws make plain that the State Central Committee can adopt a motion relating to the method of voting to be used at a convention when there are three or more candidates for a position. The ultimate determination of just what this means is up to the society itself, but I think the referenced sections of RONR can serve as a pretty good guide.

Well, although the president can make suggestions just like every other member, I don't think he should actually be making edits to the draft minutes. The secretary's draft is HER (or his) draft and nobody has any right or business making changes to it. He can, however, submit his own version if he wants to. Such a submission should not be treated any differently than any suggested change to the draft minutes.

I would check the reading of that statute and other related statutes re board authority carefully. Such statutes usually contain language at some point in the section on non profit corporations which says "Unless otherwise provided in the bylaws" or "unless prohibited in the bylaws" or "unless permitted in the bylaws". Look carefully for such limiting language. Such language is sometimes contained in the particular provision dealing with that issue and it is sometimes placed early on in the section on non profit (or for profit) corporations and will say something to the effect that "Unless specifically provided otherwise in the bylaws or Articles of Incorporation, a corporation (or board) under this title may:" And then follows a long list, sometimes each a different code section, of things the corporation or the board may do.... but they are all subject to that earlier clause which says "unless provided otherwise in the bylaws". Don't take a particular provision in isolation. Several provisions often have to be read together.

Not pursuant to the rules in RONR. Everyone is free to offer unsolicited suggestions to the Secretary. However, I suppose you could amend the bylaws or adopt a special rule of order that prohibits anyone (or just the president) from suggesting changes to the draft minutes prior to the assembly taking up the reading and approval of the minutes. I question the wisdom of such a rule and in fact think it would be unwise, but you asked if it is possible.

Agreeing with Mr. Katz, in at least two places RONR makes it plain that a request to change one's vote after the result has been announced must be made immediately after the announcement of the vote result and can also be done only with unanimous consent. It seems clear that asking to change a vote after the meeting has adjourned is out of order. See, for example pages 48 and pages 408-409.

As Mr. Katz pointed out, it is ultimately up to your organization to interpret its own bylaws. I personally interpret that provision as being permissive, meaning that a vote may be taken by mail or electronically in a particular situation as directed by the membership or, if authorized, by the board. I personally do not interpret it to mean that all votes must be taken electronically or by mail. Regarding your statement above that I have bolded, I agree with guest Zev that you should take particular note of the strong admonition in RONR against combining votes of absentee members with the in-person votes of members in attendance at a meeting. There are many reasons for this admonition. You either vote in person or vote by some form of absentee voting, but you should not normally combine the two. I will, however, give you two examples of why it is a bad idea. First, what happens when a motion, such as a proposed bylaw amendment, is amended on the floor? It is no longer the original proposal that absent members were voting on. In essence, you will then have the absentee members and the in-person members voting on different proposals. The second example has to do with elections. If additional nominations are added from the floor at the meeting, or if candidates withdraw, the members who voted absentee are not even aware of these changes in candidates. The list of reasons why combining in-person votes with absentee votes is a bad idea goes on and on. The fact that you might have done it in the past certainly does not create controlling precedent. If you have done it enough times, it might have created a custom, but a custom must fall to the ground on a point of order if it is found to be in conflict with a written rule. In addition, a custom can always be changed by means of adopting a rule to change it. It is my opinion that combining in-person voting with absentee voting violates the clear admonition against doing so contained in RONR.

Huh?

After reading Josh Martin's most recent post, I, too, am convinced that the nominating committee is indeed proposing a "slate" which is apparently subject to a yes/no vote unless there are other nominees.

I'm still not totally convinced that these elections, if there is only the "slate" of nominees, is really a "yes/no" election as to the "slate". The word slate might be being used incorrectly to mean simply a list of nominees. So, I'm not convinced that the slate is being proposed as a true "slate" as opposed to just being a list of nominees. I think a lot depends on the exact wording of the bylaws and other rules and I don't think we have enough information.

Well, parliamentary procedure can give you at least some protection. For example, unless the bylaws expressly give him the authority to sign checks, the membership (or perhaps the board) can adopt a resolution (motion) canceling his authority to sign checks and withdraw funds, perhaps even at a special meeting if they are authorized and if you can call one. If such a motion gets adopted, you want to get a copy of it to your bank immediately...hand carry it. With only one month left in his term, your options are probably somewhat limited. I would start working now to insure that he is not re-elected and that he is not even on the board next term.

Guest Eileem, you might get a copy of the current 11th edition of RONR and study chapter XX on discipline. It is 26 pages of detailed procedures on disciplinary procedures, including removing from office, removing from presiding at a meeting, suspension, expulsion and even simple censure. Make sure you get the right book... the 11th edition of RONR.

It seems to me at this point, with the president's term expiring in one month, then your best option is to see to it that he is not re-elected. You mentioned too many different problems for me to address in one post on this forum. I agree that based on what you said, it sounds like he has gone rogue. However, it also appears to me that the current board members are not willing to stand up with him and are willing to go along with whatever he wants. As long as that is the situation, I'm not sure there's much that you can do. No matter what he is doing wrong, if there it's not the collective will to do something about it, I don't know what you can do. You might contact the National Association of Parliamentarians and / or the American Institute of Parliamentarians to find a parliamentarian you can consult with individually. Stay tuned, however, as others may have some specific recommendations.

Guest Lisa, does your organization (the nominating committee??) present a "slate" to be voted on as a whole, or does it present a list of "nominees", usually one name for each position? I suspect that what is being presented is a list of nominees, not a true "slate". I'm not at all sure, though, who or what body is deciding on and presenting this "slate" or list of nominees. Is it a nominating committee? The board as a whole? What exactly do your bylaws say about this "slate" or the nominating process?

I agree with the response by Mr. Martin but would add that you should make sure that the board, rather than the general membership, has the authority to revise the rules in this document. We don't know what this "board responsibilities document" provides for. If it's a document (or set of rules) that provide for various responsibilities, powers or duties of the board, it may be that only the general membership can do that. The board has only those powers granted to it in the bylaws or by virtue of motions adopted by the membership. Unless granted the power to do so in the bylaws, it can't just grant itself additional powers.

Maybe, maybe not, but that is apparently where the procedure/term is used and where the term comes from. I'm willing to bet that whoever mentioned it to Cuibono heard or saw it used in that context. Lots of terms are used in Congress that aren't commonly used in ordinary deliberative assemblies and aren't even mentioned in RONR. I'm willing to bet this is one of them.

Guest Ashe, your question is really a legal question which is outside the scope of this forum.

Oh, Jeez, folks, doesn't anyone on here use Google??????? Seek, and ye shall find.

Joshua, do you have any particular NAP publications in mind? I'm not aware of anything that seems to be what Newbie wants other than the gold information leaflet, which is the same info as on one of the plastic cards. I sent him one of the gold info sheets a week or two ago. I think he wants a simple document of one, two or three pages of basic rules. However, a national organization which you belong to has a pretty decent one that it included in the convention booklet for at least the last two conventions. In 2016, it was on the back cover of the convention book. How about making a copy of that available? It could use a tiny bit of tweaking, such as changing "Point of Information" to "Request For Information", but overall it is very good.