Richard Brown

Here is what RONRIB (Robert's Rules of Order Newly Revised In Brief) says about rules of order and standing rules on pages 85-86: 4. Rules of Order The regulation of the conduct of business in meetings is the function of rules of order. While bylaws must be written specifically for each different organization, in most respects rules for the conduct of meetings can be almost entirely the same from group to group. Indeed, people who belong to more than one group would find it very difficult if it were necessary to use a wholly different set of rules for the conduct of meetings for each group. Normally, groups clearly identify the rules of order for their meetings by adopting in their bylaws the rules found in a well-established manual on the subject, which is then known as the organization's parliamentary authority (see p. 100). When the group finds a need to vary those rules for its own particular purposes, it then adopts special rules of order that supersede any conflicting rules in the book. (To take a common example, many groups adopt a special rule of order that sets tighter limits for debate, such as three minutes per speech rather than ten.) Rules of order are intended to have stability from meeting to meeting. For this reason, to adopt or amend special rules of order requires previous notice and a two-thirds vote, or else—with or without previous notice—a vote of a majority of the entire membership of the voting body (not just of those who are present at the meeting). A standard bylaw provision incorporating this approach reads, "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."* [RONR (11th ed.), pp. 15–17; p. 580, ll. 6–24; p. 588, ll. 4–8.] [page 87] 5. Standing Rules Sometimes there are administrative details that are not important enough to be put in the bylaws and that do not relate to the conduct of business at meetings. For example, there might be a rule that the names of guests should be entered in a special guest register, and that they should be seated in a particular part of the meeting room. This sort of administrative detail is put into standing rules. Standing rules require only a majority vote to adopt. To amend them takes either a majority vote with previous notice or, without notice, a two-thirds vote or a vote of a majority of the entire membership of the voting body. [RONR (11th ed.), p. 18.]

Here is part of how RONR describes rules of order on pages 15-17: The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise, (Note: RONR devotes two more pages to rules of order and special rules of order). Here is the description of standing rules on page 18: Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society. An example of such a rule might be one setting the hour at which meetings are to begin, or one relating to the maintenance of a guest register. Standing rules generally are not adopted at the time a society is organized, but individually if and when the need arises. Like special rules of order, standing rules may be printed under a separate heading in the booklet containing the bylaws, and in such a case, any enacting words such as "Resolved, That" should be dropped. A standing rule can be adopted by a majority vote without previous notice, provided that it does not conflict with or amend any existing rule or act of the society. (For the vote required for rescinding or amending such a rule, see p. 306, ll. 24–31.) A standing rule remains in effect until rescinded or amended, but if it has its application only within the context of a meeting, it can be suspended at any particular session (although not for future sessions) by a majority vote. Rules that have any application outside a meeting context, however, cannot be suspended

Standing rule: Smoking is not allowed in the clubhouse. Special rule of order: Each speech in debate is limited to five minutes.

A fine nit, but it is a more accurate statement of the rule and I agree with it.

There are several things wrong with this and a little more information might be helpful. First, why is the general membership approving the minutes of the executive board? Unless your bylaws provide differently, the executive board should be approving its own minutes. The general membership should not be involved in that process. Second, approving the minutes does not mean agreement with what they say was done, it simply means they report what happened correctly. Approving the minutes does not prohibit the body from rescinding or amending the previously adopted motion. It is true that it is too late for the motion to reconsider. Also, the motion to reconsider would have to have been made in a meeting of the executive committee. However, assuming that the executive board is subordinate to the general membership, the general membership may reverse a decision of the executive board. Whether the membership can do that in your case depends upon the exact wording of your bylaws and how much power is given to the executive board. The way to do that is by a motion to amend or resend something previously adopted. That motion can be adopted with a majority vote if previous notice is given. Without previous notice, it requires a two-thirds Vote or the vote of a majority of the entire membership. Edited to add: see official interpretation 2006-12 and ,2006-13 on the main website: http://www.robertsrules.com/interp_list.html#2006_13

I don't have a citation to give you at the moment, but all current and future members of the executive committee are entitled to read executive committee minutes, whether from a regular session or an executive session.

Committee chairs are not considered officers unless they are made officers by your bylaws.

It is ultimately up to your organization to interpret its own bylaws. However, based on what you quoted from your bylaws, I would say that the restriction you quoted does not apply to members of ordinary standing or special committees. RONR provides that non members of the association may be appointed to committees, but that if the appointment is made by the chair, the appointment of a non member requires the permission of the assembly by majority vote (or unanimous consent). Edited to add: To further answer your question about committee chairs, RONR contains no membership requirement for committee chairs, either. The appointment of a committee chair would be subject to the same provisions as for the appointment of other committee members unless your own rules contain a contrary provision.

I would likewise probably write down the response as "abstain" (or present) or put a check mark in the "abstain" column, but that isn't what Guest Who's Coming to Dinner said should be done or what you said with "Oh, I think so". To interpret a recitation of the Pledge of Allegiance or some other improper response as an abstention or to place a check mark in a column is not the same thing as taking down the actual words spoken by the member, which is what the comment by GWCTD suggested should be done. I also agree that "Present" is a proper response, although apparently not common in this organization. Thus the secretary's consternation as to how to handle it. Perhaps when GWCTD said that "whatever the member answered should be recorded", he meant "as long as it is one of the four acceptable responses". If so, then we are all in agreement, but I interpret his comment to mean that the member's response should be recorded regardless of how he answered. If that's what he means, then we disagree.

The complete vote results on the tellers report, including the vote totals for each candidate, should be read aloud to the assembly by the head teller and then again by the chair. The chair then declares the winner. The complete tellers report should then be entered in the minutes. RONR, pages 417-418

Caryn Ann, agreeing with Weldon Merritt and Gary Novosielski as well as the other posters, I also believe the school perhaps did give you the correct answer but just didn't explain it well. Hopefully, that's the case. I hope the explanations given here help clear it up. After an amendment by substitution if offered, both the original motion and the substitute are in the position of being susceptible to only one pending secondary amendment at a time. The substitute motion is itself a primary amendment and the original motion has itself been amended by the substitution. So, each one can have only one additional amendment pending at one time. The original motion was subject to both a primary and a secondary amendment at the time it was introduced, but the proposed substitution counts as a primary amendment leaving the original resolution subject to only one secondary amendment at a time. The substitute motion, being an amendment itself, is also susceptible to only one secondary amendment at a time.

Guest Tammy, I agree with Josh Martin. Your questions are really more legal in nature and are also beyond the scope of this forum. Besides seeking legal advice, you might want to consult with a professional parliamentarian who can provide you with personalized service. Both the American Institute of Parliamentarians (AIP) and the National Association of Parliamentarians (NAP) have websites and referral services for credentialed parliamentarians. You might also be able to find a parliamentarian through your state's state association of a local unit. That information is available on the NAP website. The NAP is the larger of the two organizations, but they both have similar credentialing processes and referral services. Many members belong to both associations. Some professional parliamentarians are also attorneys. If you can find one of those in your state, that might work to your advantage. Here is contact information for NAP and AIP National Association of Parliamentarians (NAP) 213 South Main St. Independence, MO 64050-3850 Phone: 888-627-2929 e-mail: hq@NAP2.org www.parliamentarians.org American Institute of Parliamentarians (AIP) 618 Church Street, Ste 220 Nashville, TN 37219 Phone: 888-664-0428 e-mail: aip@aipparl.org www.aipparl.org

"Whatever" the member answered? Even if the member responded by reciting the Pledge of Allegiance? I hardly think so. However, that provision, along with others, does seem to suggest rather strongly that a response of "present" is permissible and should be noted by the secretary. Other provisions in RONR suggest that a member may vote "present" in a roll call vote and that his response should be recorded as such. For example, RONR says the following on page 421: The roll is called in alphabetical order except that the presiding officer's name is called last, and only when his vote will affect the result. It is too late, after one person has answered to the roll call, to renew the debate. Each member, as his name is called, responds in the affirmative or negative as shown above. If he does not wish to vote, he answers present (or abstain). If he is not ready to vote, but wishes to be called on again after the roll has been completely called, he answers pass. The secretary repeats each member's name and answer aloud as it is given and notes the answers to the roll call in separate columns. A convenient method of noting the answers is to write the number 1 to the left of the name of the first member answering in the affirmative, the number 2 to the left of the second name in the affirmative, and so on. The negative answers are treated similarly in a column to the right of the names; and those answering present are tallied in a third column, to the far right or left. In this way, the last number in each column shows how the vote stands at any given point in the list. The secretary gives the final number of those voting on each side, and the number answering present, to the chair, [page 422] who announces these figures and declares the result Also, language at the top of page 222 at lines 1 -6 which read as follows: The chair, at his or her discretion, may direct, or the assembly may order, a "recapitulation"—a procedure in which the secretary calls out the names, first, of the members who voted in the affirmative, second, of the members who voted in the negative, and third, of the members who answered present, with the chair calling for any necessary corrections to each category after the names in that category have been called Therefore, it seems to me that if a member votes "present" in a roll call vote, his vote could be and perhaps should be recorded as "present". For all practical purposes it counts as an abstention, and could possibly be listed that way as well, the the quoted language from pages 421-144 do seem to make it clear that voting "present" in a roll call vote is permissible and should be so recorded by the secretary.

It's a little difficult to follow exactly what happened, but as a general rule, unless your bylaws provide otherwise, the membership may reverse a decision of a subordinate body such as the board of directors, executive board, or executive committee. With notice, such an action can be reversed with a majority vote. Without notice, it requires a two-thirds vote or the vote of a majority of the entire membership. It sounds like it got the two-thirds vote. Question: do your bylaws provide that the executive board has the exclusive authority to establish those procedures? Granting them the authority to do something is not the same thing as granting them the exclusive authority. Edited to add: See official interpretations 2006-12 and 2006-13. http://www.robertsrules.com/interp_list.html#2006_13

That is my understanding as well.

Yes, I would say we have a not hole there.

I don't have the page reference.... assuming it is RONR... but a quorum provision can be based on the "fixed" number of members of a board (or a committee or of the membership) or, as I am used to seeing with regard to public bodies, a certain fraction "of the total authorized membership" of the board, committee, city council, legislature, etc. That would mean that if a board is authorized to have seven members, and the quorum is a "majority of the full authorized membership of the board", the quorum would be four members regardless of how many living, breathing members may be on the board at any given moment in time.

I agree with the previous answers, but could the rules be suspended to dispense with the requirement that the entire document be read aloud? Or is this rule one that cannot be suspended in the face of a single objection since it can be construed as a rule protecting a minority as small as one member?

I believe, according to this language on page 122 of RONR, that previous notice does not need to contain the precise language of the motion being noticed unless the bylaws or special rules of order require it. Here is the pertinent language from page 122: If previous notice is given at a meeting, it can be given orally unless the rules of the organization require it to be in writing—which is often the case with notice of amendments to bylaws. Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in "to raise the annual dues to $20"—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)."

Agreeing with Mr Novosielski, it seems to me if your organization has a custom of requiring new officers to take an oath prior to assuming office that the custom should also apply to a new officer filling a vacancy. It seems to me that person is as much a new officer as she would be if she is elected at a regular election rather than a special election to fill a vacancy. Ultimately, however, it is up to your organization to interpret its own rules and customs.

Non-board members may always be invited or granted special permission to attend. That is different from having the right to attend. Edited to add: See pages 95 - 96 of RONR.

Troy, was a quorum actually present in the meeting room at the time this motion was adopted? Members who are outside in the hallway are not present for Quorum purposes.

Agreeing with Dr. Stackpole, at least to an extent, a common bylaw provision is that members may attend board meetings or executive committee meetings "except when in executive session". NAP has such a bylaw provision. (NAP - National Association of Parliamentarians).

No. We refer to it colloquially as "you snooze, you lose". Anything can happen when you are not in the meeting room or not paying attention. If what was done is egregious enough and if there is fairly obviously enough support to rescnd it, the motion can be rescinded at the next meeting. As an alternative, a special meeting can be called for the purpose of considering a motion to rescind the previously adopted motion.

I agree with Dr. Stackpole. If enough members are unhappy with the adopted motion, it may be rescinded or amended at a future meeting. Note that a motion to rescind or amend something previously adopted has a special vote requirement if previous notice is not given.