Richard Brown

Guest Z.Ransom, Official Interpretations 2006-12 and 2006-13 might be illustrative on this particular point. http://www.robertsrules.com/interp_list.html#2006_12

Huh???

It is ultimately up to each organization to interpret its own bylaws. However, it seems to me that the wording in 3.11e does lead to some interpretation issues. Is there another provision somewhere about actually resigning from or being removed from the committee?

The chair does not have the authority to refuse to process a motion just because he doesn't like it. The only reason for refusing to allow a motion is by ruling it out of order if it violates some rule. Even then, any two members can appeal the ruling of the chair to the assembly. The decision of the assembly is final. Unless your bylaws specifically provide otherwise, your board is subject to the orders of the membership, not the other way around. The membership is usually the superior body.

No, not unless your bylaws expressly give him that power. You might explain, though, what you mean by authority to veto a matter. Are you referring to vetoing an adopted motion? Refusal to put a motion to a vote? Those two situations are entirely different. The latter is not a "veto".

Agreeing with the previous posters, I have never heard of such a thing. It certainly is not in RONR.

I agree with Mr. Novosielski's additional comments. Most likely, the issue you asked about is covered by your state's open meetings laws (sunshine laws) and/or the school board's own rules. It is very common for public bodies to allow the public to comment, but responses by the board members are rarely required. That seems to vary from one public body to the next, and seems to depend on the mood of the chairman or the members and the nature of the question as much as anything else. Sometimes they respond voluntarily, sometimes (probably most of the time) they do not. You cannot force them to respond.

Did he state a reason for not "accepting" the motion? The chair can refuse to process a motion only under limited circumstances, usually that it is out of order for one of several reasons stated in RONR. But, to do so, he should state why he is ruling the motion out of order and you would normally have the right to appeal the ruling of the chair. Can you provide us with more information as to what the motion was and exactly why the chair refused to "accept" it?

Agreeing with both Mr. Honemann and Mr. Katz, it might make a difference as to just what type of "rule" Guest Jim is referring to. If it is a rule in the bylaws, then it absolutely controls and could prevent a member from voting. If it is a standing rule, a special rule of order, or a rule contained in some kind of "policies and procedures manual", it likely is not of such a character as being able to prevent a member from voting. We really need to more about the exact nature of the rule in order to fully answer this question.

Only if your bylaws give it that authority. As Rev Ed mentioned, it MIGHT be possible for your board to appoint someone, usually on an interim basis, but that depends on your bylaws. We need a lot more information in order to be of much help in this case.

Well, sort of, but since this appears to be a public body, I imagine your state's open meetings laws and the school board's own rules are playing a bigger role than RONR. As far as RONR is concerned, people who are not members of the body that is meeting have no rights at all, not even the right to be there, let alone speak, except with the permission of the assembly.

Guest Carol, it might help if you could tell us a bit more. I'm assuming that you are referring to a standing committee established in the bylaws of your organization. i'm a bit confused, though, by your statement that it is a "membership category". Is it a class of membership or a committee? If this is a committee established in the bylaws, and if it desired to "disband" the committee, the bylaws should be amended using whatever procedure your bylaws call for to remove this committee from the bylaws as a standing committee. There is no requirement in RONR to read a proposed bylaw change at two meetings, but perhaps your bylaws do require such a procedure. If your bylaws are truly silent about how to amend them, then you may fall back on the default provisions in RONR. Those provisions do require previous notice of proposed bylaw changes, but not a reading at two meetings.

Bob, what do you mean when you say the finance officer "tabled" a motion? Exactly how did he do that? You've lost us with that statement. Please elaborate.

I agree wholeheartedly with Mr.Gerber's statement above, but believe it is important to put "intention of the society" in the proper context for Guest Joe G. As I said in my post above, the intent of the drafters comes into play only when the plain language in the bylaw as written is not clear. RONR gives eight "Principles of Interpretation" of bylaws on pages 588-592. I believe this language from the first of those eight principles at the bottom of page 588 is worth emphasizing in light of all of this discussion about "intent": "Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority [page 589] vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable." (Emphasis added by me)

The most recent Interpretation is binding until such time as as a new interpretation is made by the chair or by an appeal AT A MEETING. Original intent is not necessarily binding and is a factor in interpreting bylaws only when the actual language of the bylaws is unclear or ambiguous. The clear language cannot be ignored. RONR has a section on principles of interpretation of bylaws .

I think perhaps that depends on what the rule is that is sought to be suspended. If it is a rule that has application outside of a meeting, it is my understanding that it cannot be suspended unless the rule itself (or some other applicable rule) grants that authority.

In my opinion, your analysis is correct. The assembly can do a couple of things, though: First, it can create a rule or policy giving some person or some committee (or the society itself) the authority to make exceptions to a particular rule or policy. Second, it can, as you alluded to, amend the rule (policy) to make the exception or to create a procedure for making exceptions.

Since you say you have ordered the book, I'll quote the relevant provisions from pages 597-598. The particular paragraph starting on line 24 that Dr. Stackpole referenced is the second paragraph in this quote: "An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion. While the amendment is pending, a motion can be made to amend the enacting words of the motion to amend by adding a clause such as this: ". . . with the proviso that [or, ". . . provided, however, that"] this amendment shall not go into effect until after the close of this annual meeting." Or, while the amendment is pending, an incidental motion can be adopted that, in the event of the amendment's adoption, it shall not take effect until a specified time. Either method requires only a majority vote. It is a mistake to encumber the bylaws themselves with provisions which have effect for only a limited time. If the mechanics of transition to operation under a revised set of bylaws will be complicated in ways for which the act of adoption must provide temporarily, such provisions can be numbered and attached to the revision draft on a separate sheet headed "Provisos Relating to Transition." The motion to adopt the revision can then be made in this form: "I move the adoption of the revised bylaws with the provisos attached thereto." Amendments to the article on officers may raise difficulties in relation to the time at which adopted changes take effect, unless special care is taken. A society can, for example, amend its bylaws so as to affect the emoluments and duties of the officers already elected, or even to abolish an office; and if it is desired that the amendment should not affect officers already elected, a motion so specifying should be adopted before voting on the amendment, or the motion to amend can have added to it the proviso that it shall not affect officers already elected. There is virtually a contract between a society and its officers, and while to some extent action can be taken by either party to modify or even terminate the [page 598] contract, such action must be taken with reasonable consideration for the other party. It is important to note that, although the time when a bylaw amendment takes effect can be delayed by the assembly, the amendment becomes part of the bylaws immediately upon adoption. If the amended bylaws are printed, a footnote or similar device should indicate that the amended language is not yet in effect and, if language was removed by the amendment, the text of that provision should be given if it is still applicable in the organization. "

It sounds to me like this organization wants to form a separate entity to put on the bingo games. I suppose this is possible, but agree with Dr. Stackpole that it sounds as much or more like a legal issue than a parliamentary one.

This was a rather difficult thread to follow, but, if I understand it correctly, I agree with Dr. Stackpole.

I was going to suggest exactly the same thing Dr. Goodwiller did. Perhaps first make sure some other members agree with you, then sit down one on one with the principal to discuss it.

In that case, I agree it doesn't seem that much else needs to be said.

I tend to agree with Mssrs Novosielski and Katz, but this one is still bothering me. I'm just not certain that this particular appeal is a debatable one per the rule regarding debatability of appeals on pages 257-258. Here is the key excerpt from the bottom of page 257: "Is debatable, unless it (a) relates to indecorum or a transgression of the rules of speaking; (b) relates to the priority of business; or (c) is made when an undebatable question is immediately pending or involved in the appeal. " The chair's ruling was that the point of order was not timely. That is the ruling from which a member sought to appeal. It seems to me that it can be argued that the ruling was on either the rules of speaking or the priority of business.....that the point of order itself was not well taken and was out of order because it was too late to make it. Could we have a bit more discussion and analysis of this?

I don't understand what Guest Dennis is asking, either.

I was about to suggest to Guest Polaris that his society consider adopting a special rule of order, like my city council has done, permitting it to postpone motions for a longer period. The rule adopted by my city council allows it to postpone matters for two meeings, rather than just until the next meeting. Is it correct that if, pursuant to that special rule of order, a matter is postponed for two meetings rather than for one meeting, that the assembly at the next meeting could, by a two thirds vote, take up the postponed matter at that meeting?