Josh Martin

Well, then I think you have your answer. If the bylaws provide they cannot be suspended, period, then I would assume the bylaws mean what they say. This is an extremely ill-advised rule, but nonetheless, the organization is obliged to follow this rule unless and until it is amended. So to be clear, your suggestion is to just ignore what the bylaws say? If the bylaws, however, provide that the bylaws cannot be suspended, period, without the rule of order exception contained within RONR, the rule in the bylaws takes precedence over RONR. But I do not agree that these rules are "false." They're stupid, but they're not false. A society is entirely free to adopt rules doing all sorts of stupid things, including prohibiting suspending any rules, prohibiting any points of order, and so forth. This seems to be similar to the long-running debate we have had on this forum over whether a society can adopt rules saying the bylaws cannot be amended, and we tended to fall into two camps of "Yes, you can do that, but it's stupid" and "No, you can't do that, because it's stupid."

Generally speaking, no. I suppose one might imagine particularly ridiculous circumstances where the chair might rule a financial motion out of order on the grounds that it is frivolous or absurd or contains no rational proposition. But a motion cannot be ruled out of order simply on the grounds that it is financially irresponsible. No, the motion cannot be ruled out of order (at least not for this reason).

So I'm not entirely clear on what the purpose of re-electing this person would be, since it seems he would be resigning immediately. I would advise that the person withdraw from the election and you all elect someone else who actually wants to serve. But if you for some reason do elect this person, I guess the solution you propose makes sense.

No. The chair ruled correctly. An item which is on the agenda but which has not yet been reached is not pending. I don't think this is correct, but even if it was, the remaining item was not pending.

I can't speak to whether your bylaws provide that the membership committee's recommendation in this matter goes to the board first. But to the extent that is how it works in your organization, it isn't wrong. Board members retain their rights as members of the organization, and are free to vote at a membership meeting, notwithstanding that they may have previously voted on the issue as a board member.

I don't think I fully understand the scenario or the question. There is certainly no rule requiring anyone other than the Secretary to sign the minutes. I suppose it is not improper for other persons to sign the minutes, if the organization wishes. Oh, that's not strange at all. It happens all the time. If no one is nominated for the position, then write-in votes are still in order. If no one is elected to the position, then depending on how the term of office is defined in the bylaws, either 1.) the person currently in the office will continue to serve until the election can be completed at a later time or 2.) the position will remain vacant until the election can be completed at a later time.

As you'll see in the other thread, it's a bit of a gray area. I certainly would not say that "any and all motions regarding the special convention minutes" fall within those exceptions. As to whether a particular motion falls within those exceptions, it's a judgment call.

First, electronic meetings cannot be held at all unless authorized by your bylaws or applicable law. Assuming they are authorized, I am not concerned by these rules. These rules are not at all unusual. Many organization adopt rules of this nature for meetings held over Zoom. Rules of this nature are quite frequently necessary for Zoom meetings in order to make the meetings manageable. So long as there are mechanisms for members to obtain recognition, speak, and make such other motions as necessary, it's all good. I would also note that these rules are not really entirely dissimilar from in-person meetings. At in-person meetings, there are quite frequently procedures in place for members to access the microphones. Now if the organization doesn't like these rules, it's free to adopt others. But I don't see anything inherently wrong with these rules. I do strongly recommend some level of control over microphones for the chair and the chair's assistants for Zoom meetings. It's going to be an absolute disaster otherwise. No. Yes, I think that is correct. Then it appears the board has determined that the board is not violating RONR (12th ed.) 9:31. Which I think is for the best, because I agree.

Well, this is certainly correct, but ordinarily a tie vote on a constitutional amendment means the amendments failed by a wide margin, as typically amending the constitution requires a higher vote (such as a 2/3 vote). Is a majority vote sufficient to amend your constitution? No. Yes, this is correct. By defeating a motion, the assembly has decided not to do whatever the motion proposed. In this case, the assembly voted not to approve the constitutional amendments. This seems reasonable to me. Well, this isn't the sort of "action" that RONR has in mind. But in any event, I am inclined to agree that, based upon the facts presented, what happened is: The moderator ruled that the vote was invalid and a new vote must be taken. This was appealed to a higher body, which ruled that the vote was valid and it stands. This was appealed to an even higher body, which appears to have ignored the question. RONR does not have a multi-step appeal process like this and therefore does not address this issue, but I think you are correct that the decision of the highest body which ruled on this issue stands as the judgment on this matter at this time. I do not agree, however, that anything would need to be "rescinded" in this matter. When a motion is defeated, the motion may be introduced anew, under the appropriate procedures. The motion to Rescind is applicable with regard to adopted motions. And if there is a concern regarding validity, a Point of Order and Appeal are the appropriate route to handle that. (This appears to have already occurred, and the determination was that the vote was valid.)

I think this is a question your organization will have to answer for itself. Your organization has chosen to have the parliamentarian also serve as a board member and as Chair of the Bylaws Committee. It may well be your organization determines that, as a consequence of these additional duties, the parliamentarian should be relieved, in whole or in part, from the responsibility of maintaining the appearance of impartiality. But RONR can't answer that for you, because this issue is due to a rule your organization has created. I might suggest there may well be a "middle ground" in this regard. I could see a reasonable argument that, for instance, the parliamentarian would participate fully at board meetings, but would refrain from exercising the rights of membership at membership meetings except with respect to amendments to the bylaws, in order to fulfill his responsibilities as chair of the bylaws committee.

The rule in question cannot be suspended. You could, however, use a motion to Amend Something Previously Adopted to create an exception to the rule, and that motion would be debatable. If the assembly wishes to provide a mechanism for this rule to be suspended, the organization is free to amend the rule to provide as much. Yes, this is permissible, although for clarity I would suggest the language "Unless the membership, by a two-thirds vote determines another allocation..."

Unless your bylaws provide for this unusual procedure, this is all nonsense. Ordinarily, if the dues are included in the bylaws, then the bylaws must be amended to increase the dues. What is said in 12:15 applies to a situation where there is a need for conforming amendments within the same document. It does not give license to modify some other document, especially if the other document has a higher threshold for its amendment.

I don't know what the member's objective is, so I can't say what motion would be appropriate, but I would suggest reviewing FAQ #12 and FAQ #13 and see if that helps any. It is certainly correct that the motion to Lay on the Table is frequently confused with the motion to Postpone to a Certain Time. To the extent the intent is to postpone the consideration of the proposed ordinance, it would generally be in order to do so.

No. I don't think what 62:16 says matters. Your bylaws themselves provide their own (very brief) procedure for discipline, which is: "Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present." The fact that the provision includes the words "for cause," in and of itself, does not mean that formal disciplinary procedures are required. It would seem to me that the procedure in this matter would be the same as any other main motion, except that a higher vote threshold (and apparently a higher quorum) is required.

RONR does not require “a person’s title (rank and grade)” to be recorded in the minutes at all.

Yes, by means of a motion to Amend Something Previously Adopted. It’s not clear to me what “coercion” is alleged to be occurring here, but in any event, this is a question for an attorney. To the extent the question is asking whether any rule in RONR has been violated, this does not appear to be the case. Well, it may be desirable to seek to remove the person at issue from office, or seek legal advice concerning this matter, but in any event, the fact remains that the board can change its mind on these decisions if it wishes to do so.

So how was this committee created? Is it in lower-level rules? Was a motion adopted to create the committee? If this committee was never created by the assembly, the committee doesn’t exist. If this committee was created by the assembly (either because it was a special committee, because the bylaws have no committees, or because the bylaws authorize the creation of additional standing committees), then persons may be removed from this committee by a 2/3 vote, a majority of the entire membership, or by previous notice. Members of the committee may be removed for whatever reason the assembly pleases.

If this is correct, none of this violates any rule in RONR.

If the employee is a member of the board (which is probably a bad idea, but the bylaws must be followed unless and until they are amended), the employee has a right to be notified of and attend all board meetings. Voting by email is not permitted unless authorized by our bylaws or applicable law, but if it is authorized, all members must be included in such votes. If one vote could have made a difference, the vote on the proposal is invalid. The employee is free to read the proposal. That will have no effect on anything.

The OP sent me a quote of the rule in question via private message, which I think has some helpful context. ”Any new member must meet the qualifications for membership as required by the By Laws of the South Carolina Football Officials Association. All applications for membership shall be reviewed by the Director and the Review Board prior to acceptance. The annual membership dues shall be $50.00, consisting of a $10 Member Booking Fee (payable to the District Two) and $40 for District Dues. The annual dues may be changed by majority vote of the Board of Directors prior to April 1st of any given year. An announcement to all returning members that the membership dues have been changed shall be sent within one week of the meeting in which they were changed. All membership dues, Jamboree fees and other fees are the property of SCFOA District Two.” So this does not appear to be a “previous notice” requirement in the ordinary sense of that term. Rather, this is a notice sent to the membership after the fact. Further, the rule in question does not appear to provide any role for the membership in this process. The intent of the notice seems to be for the purpose of notifying members of the dues they owe. No, I don’t think so. I think an argument could potentially be made that the increase was not final until the notice was sent, but I generally do not find an argument that the increase is invalid altogether to be persuasive. Ultimately, it is up to the organization to interpret its own bylaws, and a Point of Order concerning this matter could be raised at a meeting of the membership.

Technically, no, but it seems to me the same purpose could be accomplished by appointing some or all of the board members as members of the nominating committee. Alternatively, a board member could simply nominate each of these persons from the floor. Do your bylaws provide that the President appoints the nominating committee? RONR recommends against this. If there's no deadline for the appointment of the nominating committee, couldn't the President just appoint the board members to the Nominating Committee? And then they'll make the nominations again?

So far as RONR is concerned, an organization doesn't really "exist" until it has bylaws. Is there something in the rules of the state party or county party suggesting otherwise? If you do not have bylaws, how do you know which persons are members, or how someone becomes a member, or how many members you have? Even setting aside the larger problem of not having bylaws, the answer is no. First, the idea of "declaring these seats vacant" is nonsense, and I wish organizations would stop using that terminology. It makes no sense. A seat is either vacant or it isn't. When a seat is vacant, it's obvious, and there's no need to declare it. If the seat isn't vacant, then "declaring the seat vacant" is a euphemism for removal. If these persons have not resigned, been removed, or died, then the positions aren't vacant. What you're really asking is whether you can remove them due to their absences. Under Robert's Rules, no. The only way to remove people under Robert's Rules is through formal disciplinary procedures, as specified in Ch. XX of RONR. Members do not automatically lose membership due to absences unless your bylaws so provide. The fact that the state party provides that members of the state party committee automatically lose membership due to absences is irrelevant. Such a rule is not applicable to constituent units unless the bylaws so provide. You need to adopt bylaws for a lot of reasons, but yes, if you want to provide that members automatically lose their membership on the basis of absences, the bylaws would need to provide as much.

I still do not understand the basis for this statement. As I understand the facts, this committee has been in existence for some time, it just has a bunch of new members. So unless there are other rules on this matter in the organization's rules, I do not agree with the statement that "a committee does not exist until it is organized, and it can't conduct business until it is." This is also simply not internally consistent with the way you have been describing this, as it certainly sounds like the committee has members. And I don't see how a committee that doesn't exist can have members. Okay, but these newly elected persons are already members of the committee, right? If so, I still don't see what prevents the committee from calling a special meeting. Maybe your organization has some strange rules, but ordinarily, a standing board, committee, or other assembly has continuing existence. Certainly, there are periodic changes in membership and a need to elect new officers, but this fact does not cause the board, committee, or other assembly to cease to exist. I certainly grant that it's unusual to call a special meeting prior to the organizational meeting, but I don't see anything preventing it. There is certainly nothing in RONR which provides that this can't be done. I don't think it matters, because either way, it doesn't sound like a "committee" in the sense that term is used in RONR. The question for purposes of interpreting whether 50:21 is applicable in this matter is whether this is a "committee" in the parliamentary sense. From the facts presented, I do not think that it is. As you say, it seems to be more in the nature of a board, or perhaps even the full membership of the organization. "A committee, as understood in parliamentary law, is a body of one or more persons, elected or appointed by (or by direction of) an assembly or society, to consider, investigate, or take action on certain matters or subjects, or to do all of these things." RONR (12th ed.) 50:1 Even to the extent this was a committee, since my understanding is that the organization has its own rules on calling meetings, it seems to me those rules would take precedence over 50:21, since RONR generally provides that the organization's rules take precedence, and this rule in particular specifically refers to the possibility that the organization will have its own rules on this matter. So I continue to think that, as a parliamentary matter, the answer to your problem is to simply call a special meeting under the procedures provided for in your rules. I do not agree with this argument that the committee ceases to exist in between the primary and the organizational meeting, nor do I agree with the premise that the committee is prohibited from holding special meetings during that period. Of course, since the organization is already being sued by its current chairman, and I imagine the current chairman will not react favorably to this action, I think Dr. Kapur is certainly correct that the organization should seek legal counsel in this matter.

It is with respect to whether it can be ratified. I can certainly see a reasonable alternative view that, in order for the meeting to be properly called, the call must be valid at the time it was issued. My personal view, however, is that the issuance of the call can be ratified so long as this occurs prior to the occurrence of the meeting for which the call is issued, and it appears I am in good company. I do not think there is any question as to whether "the 10-day notice would thereby be fulfilled." As I understand it, the proposal is that the notice would be sent no later than ten days before the convention. Well, that too.

No. A meeting may only be called in the manner provided for in the bylaws. I'm unclear, however, as to your statement that "as the committee is not yet organized this wouldn't be a special meeting." Could you elaborate on that? Additionally, exact quotes regarding what your bylaws say about the terms of office for the "committee's" members and regarding calling special meetings may be of assistance. You say the chairman serves until a successor is elected - is the same true for other members of the committee? Generally, I don't see anything preventing a special meeting being called in the manner provided in the bylaws, based on the facts provided so far. I am not certain that 50:21 is applicable in this matter, as I am not certain the "committee" the OP refers to is, in fact, a "committee" in the sense that term is used in RONR or the common parliamentary law. In my experience, the term "committee" as used in a political party sometimes refers to a body which is more in the nature of a Board of Directors. (While political parties also do have normal committees, from the facts presented, the board-type "committee" seems to be the situation here.)