Josh Martin

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10, emphasis added The text in question does not say rules protecting absentees cannot be suspended, period. Rather, it says that such rules cannot be suspended when any member is absent. Therefore, rules protecting absentees (such as the rules requiring the presence of a quorum can be suspended when no members are absent, because if there are no absentees, then there are no absentees to protect. (As the footnote clarifies, however, the rule regarding the presence of a quorum cannot be suspended in the case of an elected or appointed body which lacks the power to set its own quorum, even if all members are present.)

I don't know that it is a good idea to use portions of the rules in RONR "haphazardly," but those portions which are relevant and are not in conflict with the society's rules could, in some instances, be used if they are of assistance to the society. For instance, RONR has quite detailed rules on the procedures for a trial. The society may well determine that those procedures are of assistance in developing procedures for the board hearing referred to in the society's bylaws, rather than developing their own rules from scratch. This is not possible, however, because your rules conflict with the disciplinary procedures in RONR. So the society cannot use "the whole process," as it would not be proper to use parts of the process in RONR which conflict with your society's rules. Your bylaws take precedence over the rules in RONR. RONR does not use the term "grievance," but it does say that only the assembly may prefer charges. I agree that, if the society has its own rules for preferring charges, the rules in RONR pertaining to suspending a member's rights until the conclusion of the disciplinary process are inapplicable, and that a member's rights would not be suspended unless the society's rules so provide. I am not certain I agree that "the only testimony allowed to be give is by the person filing the grievance and the accused" is necessarily the correct interpretation of your bylaws. The rule say "Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant..." I don't know that this phrase necessarily prohibits the complainant or defendant from presenting witnesses to give testimony on their behalf. The organization obviously cannot use the disciplinary procedures in RONR in their entirety because the organization's bylaws take precedence over RONR. I think it is reasonable to use portions of the rules where the organization's rules are silent, such as the rules pertaining to the trial, which are considerably more detailed than those in your organization's bylaws, rather than forcing your society to reinvent the wheel in regards to the trial. Certainly, however, no action which would violate the bylaws would be permissible. Your bylaws provided "The Secretary shall promptly send a copy of the charges to the Director assigned as #2 and the grievance/ethics committee. The committee will attempt to arbitrate a solution between the two parties." So it would appear that the grievance/ethics committee would need to exist in order for this portion of the process to be completed. Your rules, hopefully, define the manner in which this committee is to be appointed. I would note that nothing in RONR prohibits a committee of one. It appears that Florida law may provide otherwise, but that's not my area of expertise. No portion of the bylaws may be "waived" unless the bylaws provide for such a waiver, in which event the bylaws should answer questions such as this one. Certainly there should not be an attempt to "pick and choose" in order to "suit someone's agenda." On the other hand, I do not think it is reasonable to suggest that an organization must either 1) use the disciplinary procedures in RONR in their entirety or 2) ignore these procedures in their entirety and create their own procedures from scratch. The disciplinary procedures in RONR, especially those relating to the trial, may well be of assistance to an organization even if their own disciplinary procedure varies in some respects. I don't think so. We are told that the bylaws provide "Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club. Suspension may not last longer than a calendar year." The suspension proposed here appears to be less than a calendar year.

An assembly which has the power to determine its own quorum, such as the general membership of a society, may suspend the requirement if every member is present. An elected or appointed body which lacks this authority, however, such as a society's subordinate board of directors, cannot suspend the quorum requirement even if all members are present.

A motion could be made to adopt the bylaw changes in gross, but if the amendments are on unrelated subjects, a single member could demand that one or more of the amendments be considered separately on its own merits. So it will be possible to adopt them in gross only if there is unanimous consent to do so.

As has been previously noted, the requirement for a quorum may be suspended if all members of the society are present. So if there are, in fact, "only 5 current members," then if all five of them show up they may suspend the quorum requirement. The fact that "no one has kept a membership roll for many years" and that "there may be members that no one knows about," however, may complicate things. I'm not sure this would necessarily solve the current problem. Calculating a percentage would be rather difficult if the society has no idea how many members it has.

I don't know, but I don't think that what the constitution says regarding the society's object has anything to do with it. It will depend on what the bylaws say regarding the authority of the board. I do not think this is necessary in order to cancel the parade and ball in a particular instance. This would seem to only be necessary if the desire was to change the aims and goals of the society generally, which does not seem to be the case.

No. If there is still a desire to act on this motion, I would suggest making the motion again at the next board meeting, and next time be ready to raise a Point of Order and Appeal if the President tries this stunt again. If the board itself wishes to "punt" on this matter, as you put it, there are a number of parliamentary tools to achieve that objective, but such decisions are to be made by the board, by majority vote or unanimous consent, not by the President acting unilaterally.

The question is clearly the latter under RONR and the common parliamentary law, and indeed I would note that this is not simply the "more proper" action but is the only proper action. Bylaws are only adopted when the organization is initially created. The bylaws then have continuing force and effect for so long as the organization continues to exist, and the bylaws continue to "carry over" despite any intervening elections. If it is desired to change the bylaws, the bylaws may be amended through individual amendments or through a revision, but the organization cannot simply adopt new bylaws because the current bylaws still exist. If it is not desired to change the bylaws, no action needs to be taken in regard to the bylaws. I have no idea whether the laws you cite change anything in this regard.

I think there are two separate questions here. One question is whether ratification is required in the first place. No rule in RONR requires that the bylaws of a subordinate chapter be ratified by the parent organization. If such a rule exists, it would need to be in the rules of your society or the rules of your parent organization. The second question is when the bylaw amendments take effect in the event that ratification is required. RONR provides that when ratification is required, the changes are not effective until they are ratified. "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly." RONR (12th ed.) 10:54 So I think the next step is to ask whoever told you that you had to submit your bylaws for ratification to show you the rule which says so.

The text of the current edition of Robert's Rules of Order is not available online. Here is a link with purchase information: https://robertsrules.com/purchase/ Citations for this particular question are provided below. "A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." RONR (12th ed.) 9:13, emphasis added "If, instead, an organization follows the practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:3, emphasis added Yes. Yes, this is correct.

Personally, I would think it would be more beneficial to require the committees to report at least annually, since reports generally have more detail than minutes (if the minutes are being taken properly). If the organization prefers to accept minutes in lieu of reports, then I suppose it is free to do so. Certainly it seems desirable to have some sort of information regarding what the society's committees are doing.

Yes.

Yes. "When assigned the floor, a member may use it for any proper purpose, or a combination of purposes; for example, although a member may have begun by debating a pending motion, he may conclude by moving any secondary motion, including the Previous Question (16), that is in order at the time." RONR (12th ed.) 42:5 A 2/3 vote is required to adopt the Previous Question, so if members do not approve of this tactic, they are free to vote against the motion for the Previous Question.

I actually don't even know that this would be that unusual. The sorts of assemblies which adopt consent calendars (public bodies) also often consist of members who like to hear themselves talk, so it would not surprise me that such an assembly might adopt rules which permit members to wax poetically on items on the consent calendar, even although this does somewhat defeat the purpose of using a consent calendar in the first place.

I think the answer to this question ultimately depends on the organization's special rules of order governing the use of a consent calendar, but generally I would concur with Dr. Kapur. A consent calendar is established by the adoption of one or more special rules of order. As a result, what exactly a consent calendar is and what exactly the rules are governing its use will depend on the rules that a particular assembly has adopted. "The matters listed on it are taken up in order, unless objected to, in which case they are restored to the ordinary process by which they are placed in line for consideration on the regular agenda. The special rule of order establishing a consent calendar may provide that, when the matters on the calendar are called up, they may be considered in gross or without debate or amendment. Otherwise, they are considered under the rules just as any other business, in which case the “consent” relates only to permitting the matter to be on the calendar for consideration without conforming to the usual, more onerous, rules for reaching measures in the body." RONR (12th ed.) 41:32 RONR alludes to a possible rule which provides that the matters are considered in gross without debate or amendment (unless objected to). As a result, there is no need to order the Previous Question on the consent calendar. It does not mention a rule which provides that members may speak in debate on any motion on the consent calendar (without any request to consider that item separately), but that the items are then voted on in gross. It is certainly conceivable, however, that such a rule might be adopted. In such circumstances, I think it is certainly reasonable to view this as "effectively a compound motion to approve all of the included items" and that the Previous Question may be ordered to end debate. RONR notes that "Sometimes a series of independent resolutions relating to completely different subjects is offered by a single main motion in the same way. In the latter case—where the subjects are independent—any resolution in the series must be taken up and voted on separately at the demand of a single member." RONR (12th ed.) 10:25 In an assembly which has a special rule of order providing that the items on the consent calendar are adopted in gross (unless pulled for separate consideration), isn't this essentially what the consent calendar is? And if not, and if you are correct that the Previous Question cannot be ordered in the manner described, what is the proper way for the assembly to swiftly end debate in this instance? A motion to Suspend the Rules?

If a society wishes to adopt no qualifications for office in its bylaws and trust in the judgment of the assembly to select officers, with the understanding that some requirements may be customary but should not prevent the election of a person who does not meet those requirements, a society is free to do so. If a society wishes to adopt qualifications for office in its bylaws, but also provide in the bylaws a mechanism to suspend such rules by a specified voting threshold (whether that be a majority, 2/3, or some other threshold), a society is free to do so. If a society wishes to adopt qualifications for office in its bylaws and provide no mechanism for suspension, with the understanding that this means there may arise situations in which the office is unable to be filled until the rules on this subject may be amended, a society is free to do so. Certainly a society should give careful thought to the implications of each of these rules (or lack thereof) and the possibilities which may arise. I have no personal opinion on which of these is preferable as a general matter, and it will depend on the specifics of a particular society. It certainly seems clear that this particular society should make some sort of change to its rules as its current rules are creating some rather serious problems, although I leave it to the discretion of the society to determine what that solution might be. A standing rule is not sufficient for qualifications for officers. Even in the event that it was, such a rule could not be suspended (although it could be amended more easily). A standing rule pertaining to qualifications for office continues to have effect throughout the full term of office, which is generally beyond the current session. The fact that the election occurs during a meeting is irrelevant, since a rule pertaining to a qualification for office is not solely a rule pertaining to the election itself.

"As stated in 3:6, the minimum essential officers for the conduct of business in any deliberative assembly are a presiding officer and a secretary or clerk." RONR (12th ed.) 47:1 Since these are the "minimum essential officers," it logically follows that all other officers are not essential.

Such disputes would be settled by vote. If a correction to the minutes is offered when the minutes are pending for approval, a majority vote is required for adoption. If a correction to the minutes is offered for minutes which have already been approved, then adopting the correction requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice, since this is a particular application of a motion to Amend Something Previously Adopted. If you have further questions on this subject, I suggest posting a new topic.

All of these positions are optional.

There is no such thing as a "permanent special committee" in RONR. A standing committee, by definition, is a committee with continuing existence. A special committee, by definition, is a committee which exists only to complete a specified task. As a result, what you call a "permanent special committee" is in actuality a standing committee. In addition, even if it was a special committee, the proposed rule would still be in conflict with the bylaws since the bylaws provide that special committees "shall be composed of those members it appoints" and the proposed rule provides a different method for the appointment of the committee's members. Therefore, the proposed rule is not in order. If it is desired to create this committee and to not add the committee to the bylaws, then what could be done is to amend the bylaws to authorize the creation of additional standing committees. As to to the question of whether amendments to the bylaws and standing rules may be combined in the same resolution, I think so, but the resulting resolution will require the higher vote threshold (the requirement to adopt bylaw amendments) for its adoption. Additionally, it should be noted that amendments and standing rules combined in this manner may be divided by majority vote if they are on related subjects or upon the demand of a single member if they are on unrelated subjects. "Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them." RONR (12th ed.) 50:7 "If certain standing committees are enumerated in the bylaws, no standing committee aside from those enumerated can be established without amending the bylaws, unless the bylaws also include a provision authorizing the creation of additional standing committees (see also 56:44–48)." RONR (12th ed.) 50:9 "A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which—that is, on presentation of its final report to the assembly—it automatically ceases to exist." RONR (12th ed.) 50:10 "The article on committees should provide for the establishment of each of the standing committees (50) that it is known will be required. A separate section devoted to each of these committees should give its name, composition, manner of selection, and duties. If this article names certain standing committees, no other standing committees can be appointed without amending the bylaws, unless a provision is included—usually in a separate section of the article as described below—permitting the establishment of such other standing committees as are deemed necessary to carry on the work of the society." RONR (12th ed.) 56:44

It would certainly be desirable to amend the bylaws to replace this rule with the recommended wording in RONR. "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 (12th ed.) 56:66 In the interim, however, I am inclined to think that if a rule provides that a certain parliamentary manual shall govern all meetings of the society's membership, this is functionally equivalent to a rule adopting that manual as the society's parliamentary authority, and the authority should therefore be understood to be binding in the same manner as if the society had used the language above. So yes, I would consider the rule that "As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board." and the rule that "A board cannot appoint an executive committee unless the bylaws so authorize." to be applicable to your society. Indeed, I would generally view these rules as applicable even if nothing whatsoever regarding the parliamentary authority was said in the bylaws. What RONR says on this matter is the following: "A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are." RONR (12th ed.) 1:5 "Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." RONR (12th ed.) 2:18 So even in the event that the rule in question is interpreted as applying solely to what occurs during meetings of the congregation and that, for other purposes, the assembly has no parliamentary authority, the congregation may still consider RONR (which is the leading manual on the common parliamentary law) to be persuasive for other purposes if it wishes to do so, and ultimately the congregation shall determine the question of whether the board is permitted to create an executive committee and delegate its authority to that executive committee. If the organization does, in fact, want this, then it would seem to be desirable to amend the bylaws to clear up that issue as well.

The bylaws will generally require previous notice for their amendment, so it may not be possible to vote again on the amendments at that same meeting. In any event, I do not think there is any point on voting on them again simply to defeat them. The motion to ratify may not be applied to actions taken at an improperly called meeting. The amendments themselves, however, could be brought up again at a future meeting, so long as any notice requirements are complied with. This could be done whether or not the amendments have previously been defeated.

If this is all the bylaws say on this matter, then it seems to me the rule is vague enough that a great many interpretations are possible, and the society will ultimately need to interpret the rule's meaning. The society's past practice in this regard may well be of assistance but is not necessarily the last word. I think an interpretation that a meeting of the sort described in Scenario C qualifies as a "teleconference or videoconference" as these terms are used in the rule would be reasonable. "If an organization authorizes authorizes its assembly, boards, or committees to hold electronic meetings, such a provision should indicate whether members who are not present in person have the right to participate by electronic means, or whether the body may choose to allow or disallow such participation; and, conversely, whether there is required to be a central location for members who wish to attend meetings in person." RONR (12th ed.) 9:36 I read this provision as saying that it is desirable for the organization to include these details in a provision authorizing electronic meetings for the sake of clarity (to avoid arguments like the one your society is currently having). I do not read it as saying that the provision must specifically authorize a central meeting location in which other members may participate by electronic means in order for this to be permitted. The language "such a provision should indicate" seems more advisory than prescriptive. When RONR does indicate that something must be specifically authorized in the bylaws it usually states that quite clearly.

Does the motion or order regarding the suspension or the rules on this matter specify exactly what rights the person is suspended from? It seems likely that the organization is using its own customized disciplinary procedures, so I am not certain to what extent RONR is applicable. Under the rules in RONR, a member may be suspended of some or all of the rights of membership (except those rights relating to the disciplinary process). It would therefore be desirable to specify which rights are suspended. If it is not specified, I would generally interpret it as being all rights of membership, including the right to vote. Additionally, RONR has the following to say regarding "good standing." "Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see 45:1, 56:19). If only some of an individual’s rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote)." RONR (12th ed.) 1:13n3

It is correct that this rule would have less weight if placed in the standing rules, since the rule could then be suspended by majority vote in a particular case. I would personally view this as a feature rather than a bug, but I suppose that is a matter of opinion.