Richard Brown

It seems to me that before we can opine much on Guest Jon's "rule" that any rule can be suspended, it is imperative that we know whether that rule is in the bylaws. I asked him that question in my post above which is the fourth comment in this thread, but he has not responded. I also asked him to tell us what documents the other rules he referred to are in. Responding to another of guest John's questions, a motion to suspend the rules is not debatable. However, if all of the rules can be suspended, then I suppose the rule that says a point of order is not debatable can also be suspended and this business of suspending the rules can go on ad infinitum. As long as RONR is being followed, however, it is not suspendable. If a member has a question about the effect of suspending a rule, I suppose he could make a parliamentary inquiry or a request for information.

The meeting was official. The lack of a formal adjournment doesn't make any difference. Everything that transpired prior to the loss of the quorum is presumed valid and stands. There should be minutes from the meeting and those minutes should include everything that would normally be in the minutes.

Guest Jon, in what document are all of those rules that you spoke of found? Are they in the bylaws? Special Rules of Order? Are they all in the same document or are some of them in one document and some in another? If different documents, please tell us which rule is in which document. I think that in order to suspend the fundamental principle of parliamentary law that only members can vote would require very clear language in the bylaws permitting its suspension. See , for example, page 263 of RONR.

Guest Kat, how was the five-minute rule set and where does it appear?

I agree with the comments by Weldon Merritt. The chair can and should bring the postponed motion back up on his own immediately after lunch it it was actually postponed until after lunch. I will add, however, that there is a bit of confusion because you ask ". . . what is the correct way to bring the original motion back to the table". That makes it sound like perhaps the original motion was laid on the table rather than postponed. The two motions are not the same thing. To bring back up a motion that has been postponed to a certain time, which sounds like what you actually did, the chair brings it up on his own at the appropriate time. If he fails to do so, any member may call for the orders of the day or make a point of order that it is time to take up the postponed motion. However, if the motion was laid on the table, rather than postponed, then the correct way to bring it back up is by use of the motion to "Take From the Table". It requires a majority vote. The original motion stays on the table until it is taken from the table by use of the motion to do so or until the end of the next session, at which time it dies if still on the table. Edited to add: Using the motion "The Previous Question" is not the appropriate motion in either case. That motion is used to cut off debate and proceed to an immediate vote.

Based on this, it seems clear to me that all general members may make motions at the annual general meeting and may also propose bylaw amendments provided they give the notice required in the bylaws. RONR is clear that the right to make motions is a fundamental right of membership. Any restriction of that right must be provided for in the bylaws.

Based on what you have posted, I agree. The standing rule does seem to conflict with the bylaws. Also, you have not quoted anything in the bylaws that gives the board authority to grant exceptions. I don't see the lack of guidance as being a problem but rather it is the lack of authority in the first place.

If it violates the bylaws it's null and void and unenforceable. To rectify it, you stop enforcing the invalid standing rule and you either adopt a standing rule that will conform to the bylaws or you amend the bylaws. For the sake of the minutes, there should probably be a ruling by the president that the standing rule violates the bylaws and is null and void. More detail will be helpful.

Gary, Guest K. Brown (no relation that I know of, although my wife's initial is also K) is not saying her local organization does not have bylaws. She is saying it has no bylaws or standing rules addressing a particular process. Guest K. Brown, it would help if you can tell us a bit more about just what this "process" is that you are wrestling with.

As a member of the board, he has every right to be there and to participate. Unless you have a provision in your bylaws to the contrary, his rights to attend, participate and vote can be curtailed only through the imposition of disciplinary charges against him and a specific motion adopted by the board suspending his membership rights. RONR refers to that as a "disciplinary suspension". You cannot suspend his right to be present, to participate and to vote just because you don't want him there. The fact that he wrote the "charging letter" (or whatever you call it) has nothing to do with it. He is still a member in good standing entitled to all of the rights of membership.

Well, if everyone is still hanging around, perhaps. But if everybody has gone home and today is another day, I would say that the meeting adjourned.

Yes, he can vote unless his voting rights have specifically been restricted. A censure is nothing but an expression of displeasure. It carries no other consequences.

Guest Guest just Uncertain and Guest Wise and Prudent (if you are two different people): To follow up on my comments above regarding the freedom of members of an assembly to discuss details of an executive session among themselves regardless of whether they attended the first of two contemplated executive sessions, consider this scenario: Suppose these two meetings are part of an extended disciplinary action (which just might be your situation). All members of that body are entitled to attend both (or either) of the two meetings. If a member missed the first meeting but is present at the second meeting, does it make sense that he should have to vote on the imposition of discipline without having the ability to find out from other members what transpired at the first meeting or to see written documents which were presented as evidence? No, of course not. He and the members who were present at the first meeting are perfectly free to discuss the details with each other and for the members who were at the first meeting to bring the member who missed the first meeting "up to speed" on what transpired and what evidence was presented at that meeting. The misunderstanding or mis-interpretation on the secrecy of an executive session perhaps arises from the fact that people often speak rather loosely and colloquially (and incorrectly) of it by making comments like "We are in executive session. What is said here is not to leave this room". Or, "We are in executive session. You cannot discuss what happens here with anyone". Both statements are inaccurate but are often repeated. I suspect that might be the source of your "temporary parliamentarian's" opinion. The members who were present at the executive session are perfectly free to discuss what transpired with other members of the body that was meeting, such as the Board of Directors, regardless of whether those other members were present. The prohibition is with discussing the details with people who are not members of the body that was meeting, i.e., people who are not members of the Board if it was a board meeting.

Perhaps this language on page 461 of RONR regarding the position of Treasurer in the section on Officers will be helpful and perhaps provide some guidance in amending your bylaws: TREASURER, AND FINANCIAL SECRETARY. The treasurer of an organization is the officer entrusted with the custody of its funds. The treasurer, and any other officers who handle funds of the society, should be bonded for a sum sufficient to protect the society from loss. The specific duties of the treasurer will vary depending on the size and complexity of the society; but this officer cannot disburse funds except by authority of the society or as the bylaws prescribe. The treasurer is required to make a full financial report annually or as the bylaws may prescribe, and to make such interim reports as the assembly or the executive board may direct. (For the suggested form of this annual report in simple cases, see pp. 477–79.) In ordinary societies, tasks incident to the collection of dues from members are a part of the treasurer's duties unless the bylaws provide otherwise. Much clerical work may be attached to this function, however, in large organizations, in societies where dues are payable in frequent installments, or in societies that suspend the voting-membership rights of members who fall in arrears in dues payments (see pp. 6, 406, 571–72). In such cases some organizations have, in addition to the treasurer, a financial secretary —an officer whose usual duties are to bill members for their dues and to receive payment of them, to maintain a ledger of each member's account, and to turn over to the treasurer and obtain his receipt for moneys received.

In my opinion, the opinion of the "temporary parliamentarian" is not correct. Nothing in RONR prohibits members of a body which met in executive session from discussing the details with other members of that same body who were absent from the meeting. Just as members of that body who missed the meeting are entitled to see the minutes of the executive session, all members of that body, regardless of whether they were at the meeting, are free to discuss the details with each other. Edited to add: I see that Josh Martin posted a response while I was typing mine but was interrupted by a phone call. Needless to say, I agree with his comments.

Good question. I may have more to say about that question and the thread as a whole later, but to answer your particular question off the top of my head, you might try using the term "regular, full member". Although I question whether it is really necessary, I think saying something like "The Treasurer shall be a regular full member of the finance committee" will make it plain that he is a regular member who counts toward the quorum, has a duty to attend meetings, etc. That was off the top of my head and I'm mentally drained from a two hour RP seminar. Perhaps others will have better suggestions. Another way of doing might be to name him (or his title) along with the other members: "The members of the finance committee shall be Treasurer John Tightwad, Secretary Lucy Goosey, Jim Jones and Al Smith". Of course, if you are looking for language for a bylaw provision, that last suggestion won't work. Edited to add: However, if you look at both pages 487 and 493, you should see that when a member of the assembly is made an ex officio member of a board or committee, he is treated just like all of the other members with all of the same rights, privileges and responsibilities. The way I read it, he does have a duty to attend meetings and does count for quorum purposes. It is people who are not under the jurisdiction of the society who do not have the duty to attend and who do not count for quorum purposes. You need to read both pages.

I'm glad it appears to have worked out. Good luck! Don't hesitate to come back if you need more help.

Mare, are you referring to the same organization as Shelley B? If not, whenever you make such a statement, please always make plain that you are referring to a different organization. We have no way of knowing if this is the rule in Shelley's organization or not. What the rule or procedure might be in a different organization isn't pertinent to the question at hand except, perhaps, as to a suggestion for a new rule. But, if that's the purpose of your comment, it should be made plain.

Guest Chris, I have lots of questions but for now the main one is what makes you say that this woman is the only person who can vote proxies? Another question is when did all of these board members resign? Have their resignations been accepted by the board, assuming the board has the authority to accept them? BTW, what kind of meeting is at 5:30? A board meeting or a general membership meeting? If it is a general membership meeting, is it the annual meeting? Others may have different ideas, but if this is your annual meeting for election of board members, I suspect it will be best to proceed with the elections. Unless your bylaws prohibit it, nominations should be taken from the floor and write in baots should also be permitted. Some additional information will be helpful.

I agree that such a question of privilege could have been raised at the time of the interruption, but there should have been no need for it. The speaker voluntarily stopped speaking during the interruption, as was appropriate, and then resumed speaking when the interruption was over. The chair should have simply extended the speakers time without the need for a motion or point of order. It was only after the chair cut the speaker off due to having "exhausted" his time that the need for a point of order or motion of any kind became obvious. At that point, since the chair was cutting off the speaker, I believe a point of order was the proper and maybe the only option available other than, perhaps, a motion to extend the speaker's time. Such a motion should have been granted by unanimous consent and really shouldn't have even been necessary.

RONR itseld does not directly address this situation. However, it is my opinion that if the interruption was such that the speaker could not have been heard or the interruption was of such a nature that the other members would have a hard time following the speech during the interruption, the clock should have been stopped and the speaker should not have that time charged against him. Although RONR itself does not address that issue (if it does, I could not find it), the authorship team does address it in supplementary material available on the CD-ROM version of RONR. That version contains quite a bit of additional information such as suggestions for electronic meetings, guidelines for timekeepers, etc. In the suggestions/instruction for timekeepers, the supplementary information makes plain that most involuntary interruptions of a speaker should result in the clock being stopped and the time not counted against the speaker's allotted time. In a chart (or table) of which interruptions do and don't count against the speaker's time, the chart is clear that "other interruptions of the speaker" do not count against his time. In other words, the clock should be stopped. I think this falls into that category. What the speaker or some other member should have done, when the chair refused to extend his time, was to raise a point of order that the pause caused by the interruption should not be counted against the speaker's time and that his time should be extended due to the interruption. If the chair ruled the point of order not well taken, any two members (a mover and a seconder) could have appealed the ruling of the chair to the assembly. It would require a majority vote to overturn the ruling of the chair.

If your bylaws are truly silent as to the creation of special committees, then they must be created by a motion adopted by the assembly. If you have a board, it might be possible for the board to create a committee. That depends on the powers granted to your board in your bylaws. To create a special (or ad hoc) committee, someone simply makes a motion to do so. It requires a second, is debatable and amendable and requires a majority vote for passage. Ideally, the motion should specify the purpose of the committee, how many members shall be on the committee and how the members shall be selected. The most common methods are elected by the assembly, selected by the president, or nominated by the president subject to approval of the assembly. The members can also be named in the motion. The motion should also specify how the chairman shall be selected. He (or she) can be named in the motion, can be appointed by the president, or elected by the committee. If any of those details are not included in the original motion, they should be decided on immediately after the creation of the committee. It's best for the person who will be making the motion, even if it is at the pre-arranged request of the president, to be well thought in advance and to include those details. Doing it on the fly causes confusion, unnecessary delays, and usually lack of details which must be cleared up later. See pages 492-499 of RONR for details on creating and naming the members of committees.

Guest, more information would be helpful. An ad hoc committee is a special committee. Depending on your bylaws, it could be created by the membership by way of a motion, by your board by way of a motion, or possibly even by the president acting alone. What, if anything, do your bylaws say about the creation of special committees?

I share Dr Kapur's interpretation. Edited to add: The principles of interpretation which Dr. Kapur refers to can be found on pages 588-591 of RONR. The particular one he referenced is principle No 3 on page 589.

Betty, what version of Robert's Rules are you using as your reference? Are you using the official "Robert's Rules of Order Newly Revised, 11th Edition", consisting of 716 numbered Pages plus another 75 or so of supplemental pages? If not, you are not using the right book. Edited to add: Here is a link to the "right book": http://www.robertsrules.com/book.html And here: https://www.amazon.com/Roberts-Rules-Order-Revised-Paperback/dp/030682020X/ref=sr_1_2?ie=UTF8&qid=1542169835&sr=8-2&keywords=roberts+rules+of+order+newly+revised+11th+edition