Richard Brown

Agreeing with Mr. Katz, I do not see this as an issue, at least not as a parliamentary one nor one concerning RONR. If it is an issue, it is a legal or internal one concerning your city council and city officials and is outside the scope of RONR and this forum.

As far as selecting the official parliamentarian for the organization or for a convention, RONR says in 47:48 something to the effect that the chair should be free to select a parliamentarian in whom he has confidence. However, that is what we frequently describe as a “should rule” not a ”must rule” if you review the history of that rule, and particularly what general Robert says about selecting a parliamentarian in his book Parliamentary Law, published in 1923, that provision is intended to be guidance to the organization that it might be wise to include a provision in the organization’s rules regarding the selection of the parliamentarian which grants wide latitude to the presiding officer’s preference. It is NOT a statement that the chair has the absolute right to select the parliamentarian for an organization or convention.

Guest Andy E, this is ultimately a question of bylaws interpretation, which is something that only the membership of your society can do. However, I can provide some insight and guidance for you. As I read your question, I think it is actually made up of two or three separate questions. The first question is whether the power to decide on violations of the bylaws is merely advisory or if the committee has the power to actually make binding or final rulings. Although most committees are only advisory, a committee can be created “with power” to execute its recommendations. RONR (12th ed.) §50:5. Otherwise, it has no authority to act independently for the society. RONR 50:4. Whether these bylaws grant that committee that power is a matter of bylaws interpretation. Based on what we have been told, the bylaws do not expressly provide that the decisions of this committee are final or self executing. My own interpretation is that the committee likely does have the authority to actually decide those issues, but it is the interpretation of your membership that counts. The bylaws do not make it clear that the decisions or opinions of this committee are "self-executing". That does not end the discussion however, as a second question remains, that being whether this committee has the “sole and exclusive“ authority to decide cases involving alleged violations of the bylaws or resolutions. This committee was created by and clearly seems subordinate to the membership, which would normally be the delegates assembled at a convention. There is nothing in the bylaws language creating the committee or describing its powers which indicates that the committee has been given the “sole and exclusive“ authority to decide questions of violations of the bylaws and resolutions. The ultimate authority to interpret the bylaws in a not for profit membership organization resides with the membership, unless that power is expressly granted to some other body in the bylaws. I do not see where the quoted provisions of the bylaws grant this committee the sole or exclusive authority to decide questions of violations of the bylaws and resolutions. In my opinion, this authority of the judicial committee to decide questions of violations of the bylaws and resolutions is, at best, co-extensive with or shared with the membership, which seems to consist of the delegates assembled at a convention. Since the membership is the superior authority, the membership would have the ultimate authority to interpret the bylaws and to overturn or modify decisions of the judicial committee with which it disagrees. For those same reasons, the judicial committee would not have the authority to overturn or modify any action taken by the membership. RONR (12th Ed.) 49:7. She also official interpretation 2006–12 on the main Robert’s Rules website. The following discussion from 2023 regarding the bylaws language necessary for a grant of exclusive authority seems very enlightening and applicable to this situation. https://robertsrules.forumflash.com/topic/42815-how-to-place-matters-exclusively-under-the-control-of-board-in-bylaws/

I agree and would add that I do not believe it is necessary to mention the "quorum vote" or "head count" in the minutes, but doing so would not be improper, either. It would also be permissible to state something to the effect that "Only five members were present, so the meeting was adjourned at 8:35 pm due to the absence of a quorum".

This is ultimately a question of bylaws interpretation, something only the members of this organization can do. However, I agree with @Atul Kapur that the bylaws can be construed as interpreting the articles to the effect that the term limit provision in the articles of incorporation applies only to election to the board by the membership, and not to appointments by the board to fill vacancies. Such an interpretation does permit effect to be given to both provisions.

I concur with Mr. Martin's response. The procedure provided for in the bylaws appears to take this particular disciplinary matter out from under RONR's default disciplinary and trial provisions in Chapter XX. I agree that the member may be removed (or "disqualified") from membership by means of an ordinary main motion without notice. Giving notice might be prudent and help to ward off a claim that the member was denied due process, but in my opinion, notice is NOT required.

I agree with JJ, but I am going to take a slightly different approach. Forget all this business about executive session. Nothing has been said to indicate that this committee is meeting in executive session. Let’s assume it is an ordinary committee meeting. Mr. Esman is taking the position that all committee deliberations are confidential regardless of whether the committee is in executive session I Disagree strongly. If a committee is meeting and I, as a nonmember of the committee, happen to be present during the deliberations or perhaps just overhear the deliberations from another room, in either case, those committee negotiations are not confidential, and I am quite free to go to lunch with a friend or another member of the organization and tell that friend everything that was said during the committee meeting. What was said in the meeting is not confidential unless it was in an executive session. Committee meetings or deliberations are not deemed to automatically be in executive session by RONR. Edited to add: The same thing would apply if I were a member of the committee that was meeting and deliberating. Once the meeting is over, I would be perfectly free to go to lunch with a friend or another member of the society and tell that person about everything we discussed in the committee meeting.

This question comes up, fairly often and @Gary Novosielskiprovided a very good and concise explanation of how it works and how to determine whether the president who has resigned remains a member of the board.

Agreeing with my colleagues, yes, the previously adopted motion can usually be rescinded or amended. Keep in mind, however, that under the rules in RONR, rescinding or amending a motion previously adopted requires a 2/3 vote (or the vote of a majority of the entire membership) unless previous notice of intent to resend or amend the motion is given. If previous notice is given, it can be done with a majority vote.

Yes, by following footnote 1 to section 46:32 of RONR which Mr. Novisielski included in small type as a footnote and you might have missed. Using that procedure, the person with the fewest votes can be removed even after the first ballot. It would require a two-thirds vote to suspend the rules to do that unless you have a rule that permits it. Note that you can only remove his name from the ballot or the list of nominees: the member still remains eligible for election and members can write his name in and he can still get elected.

Agreeing with Mr. Katz, there is no need to break a tie vote (except, maybe, in elections). If the vote on a motion is tied, the motion fails to achieve a majority vote and therefore fails. There is no need to break the tie. There is nothing to decide. The motion failed.

@Rob Elsman I agree with @Josh Martin. There is nothing in RONR that makes committee meetings confidential.

On the surface and based solely on the information you provided, it appears that yes, that is the case and the accused and accuser both get to vote if they insist on it. However, it would help if you could provide more information on how your disciplinary process works and how this board is to function. This is not the default disciplinary process in RONR, but if you have your own customized procedures, they would supersede the default procedures in RONR.

I agree with my colleagues that the president is apparently a member of the board and is therefore entitled to vote just like all other board members. However, his membership on the board and his right to vote is due to him being a member of the board, not due to that bylaw provision about the president being an ex-officio voting member of all committees. As I believe others have pointed out, that provision has nothing to do with this.

I suspect you may find your answer in the church bylaws, or, if the church is incorporated, in the articles of incorporation. At a minimum, they probably describe the powers of the board. Under the rules in RONR, if the bylaws do not provide that the powers granted to the board are exclusive, that generally means that the general membership possesses the same power and can reverse decisions of the board. Edited to add: You might want to look at official interpretations 2006–12 and 2006–13 on the main website here: https://robertsrules.com/official-interpretations/

Agreeing with Mr. Lages, what do your bylaws say about the composition of the board? Do they not specify who the members of the board are? if the bylaws do not specify, in one way, or another, that the president is a member of the board, then I agree with Mr. Lages that making him an ex officio member of committees does not make him an ex officio member of the board. A board is not the same thing as a committee. I will add that I think it would be rather unusual, perhaps most unusual, if the president is not a member of the board.

In my opinion, the second interpretation is clearly the correct one. It is pointless and almost absurd to provide that a certain number of members may call a special meeting, which, by definition must be for one or more specific purposes, but the chair can ignore the purpose in the request and call it instead for some different purpose.

Agreeing with my colleagues, I would say that most likely, yes, items not on the agenda may be taking up. But as Mr. Katz pointed out, there are exceptions. For example, your bylaws or special rules of order may provide that only items on the agenda may be taken up at a meeting. Your own rules would supersede those in RONR. We need more information in order to give you a more precise answer.

Agreeing with my colleagues, it is hard to fight a "one man battle". you will need friends on the board (or in the membership) who will support you and at least second your appeals. Since there is no "RONR police force" this is really a matter of educating your colleagues on the board. Giving them (or having the board buy them) all a copy of RONR or RoNR In Brief (RONRIB) or a copy of "Robeert's Rules for Dummies" by C. Alan Jennings might go a long way toward educating them. Having a parliamentarian meke a presentation on proper meeting procedure and to highlight the trouble spots might also help convince the chair and other board members they they haven't been doing things the right way. Lastly, I will say that it might be important to "pick your battles" and not sweat the small stuff that really isn't hurting anyone or infringing on anyone's rights.

Well, of course the member who made the request to withdraw a motion may make a formal motion to withdraw the motion if there is an objection to his unanimous consent request. Likewise, any other member may move to grant the other member permission to withdraw his motion if the unanimous consent request is denied. The request or formal motion to withdraw the original motion must be made before voting on the question begins. 33:16 RONR (12th ed.). However, you and I may still disagree. I maintain that section 33:15 is quite clear that the chair MAY, but isn't required to, put the matter to the assembly in the absence of a formal motion. The initial request to withdraw a motion is a REQUEST, not a motion. The chair may insist that a formal motion be made, either by the member who originally made the unanimous consent request or by another member. If the motion is made by the member who made the unanimous consent request, it must be seconded. If it is made by another member, it does not require a second because it is assumed that the member who made the unanimous consent request also wants his original motion to be withdrawn.

My colleagues have correctly answered your question based on the rules in RONR. However, I will point out that RONR also permits a society to adopt special rules of order requiring additional matters to be included in the minutes or to specify that certain things which RONR requires shall not be required in your organization's minutes. In other words, RONR permits you to adopt special rules of order to specify what your organization wants included in the minutes. See §48:3 of RONR (12th ed.).

Agreeing with Guest Anon, it will be helpful if you can elaborate a bit on your question..... unless it Guest Anon's answer was sufficient. However, I will add that your board of directors meetings may be handled pursuant to the "Small Board Rules" in RONR which permit less formality in meetings of small boards of no more than a dozen members and in committees. Under such rules, for example, the chairman can make motions and participate in debate and vote just like all other members. There are some other distinctions.

That is no my understanding of the process. According to 33:15, the chair MAY treat the unanimous consent request as a motion of there is an objection, but he is not obligated to. The chair has the choice of treating it simply as the unanimous consent request being denied and then proceed to the next order of business OR he can put the request to the assembly for a vote as to whether the request shall be granted. There is still another option: If the chair does not put the request to the assembly, another member may formally move that the request be granted. The chair is not obligated to put the request to withdraw a motion to the assembly as a motion unless a formal motion to do so is made. Edited to add: I believe the section cited by Mr. Elsman, 4:59 may be used when there has been a formal motion made to do something, not merely a request as in a request to withdraw a motion utilizing the procedure in 33:14-15.

I agree and probably should have added that caveat to my own answer. I trust that the OP understands that the member does have the right to vote on that issue if he insists on it.

Yes, that is correct. You've got it!