Josh Martin

In the ordinary case, when an amendment is made and seconded, the chair would then state the question on the amendment. After debate, the vote is taken on the amendment. After that is settled, the question is then once again on the main motion, either as amended (if the amendment is adopted) or as originally made (if the amendment is defeated). In a case where the main motion conflicts with the bylaws, however, the chair should rule the main motion out of order. This may be done notwithstanding the fact that an amendment has been made and seconded. As a result, no vote should be taken on the main motion or on the amendment. The fact that the process is being conducted by email, however, complicates these matters significantly. Business may not be conducted in this manner unless authorized in the bylaws, and RONR strongly advises against conducting business in this manner. RONR assumes that business is conducted at a meeting where all persons are present or (if authorized by the bylaws) in an electronic meeting which permits (at a minimum) simultaneous aural communication between all members. As a result, the rules are not really prepared for how to conduct business via email, in which this assumption is not correct. "A deliberative assembly—the kind of gathering to which parliamentary law is generally understood to apply—has the following distinguishing characteristics: ... The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants." RONR (12th ed.) RONR (12th ed.) 1:1 "A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1 "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30

Provided the reports in question are for information only and do not contain recommendations, it is at the assembly's discretion whether the reports shall be read.

Yes.

You would raise a Point of Order. The chair should then ask you to state your point, at which time you would make your case that the meeting is improperly called and therefore invalid, explaining the reasons why. The chair would rule the point "well taken," meaning the chair agrees with you, or "not well taken," meaning the chair disagrees. In either case, the chair should explain the reasons for this ruling. If the chair rules the point not well taken and you still wish to pursue the matter, you would then appeal from the decision of the chair. If another member seconds your appeal, the question is then placed before the assembly as to whether the decision of the chair shall be sustained. The appeal is debatable. The chair speaks both first and last in debate, explaining the reasoning for the ruling. Other members may speak once. After debate, the question is put as "Shall the decision of the chair be sustained?" Members who agree with the chair's ruling would vote yes, and members who disagree with the chair's ruling would vote no. A majority vote in the negative would be required to overturn the chair's ruling. Since the question of order at issue is whether the meeting itself is valid, if it is determined that the meeting is not valid, then I suppose the meeting would then immediately adjourn. I advise reviewing RONR (12th ed.) Sections 23 and 24 for more information on Point of Order and Appeal.

No, such notification does not constitute a Point of Order. A Point of Order must be raised during a meeting, by a member of the body that is meeting. Also, a Parliamentary Inquiry is a question regarding a matter of procedure. A Point of Order is used to actually allege a violation of the rules. With all this said, it would generally seem advisable for an assembly to correct its practices when it is notified of this regardless of the means through which this occurs, but nonetheless, what you describe does not constitute a Point of Order. My understanding of the facts (and correct me if I am wrong) is that the board is authorized to take the actions in question. The only issue at hand here is that these decisions have been made at electronic meetings, and such meetings are not authorized in the bylaws. If this is correct, the issue is that the decisions made in this manner are not, in fact, the decisions of the board, since the board can only make decisions at a regular or properly called meeting held in one room or area with a quorum present. As a result, any actions taken in regard to these decisions are the actions of the individual officers who carry them out. Such decisions may be ratified by the board, at a regular or properly called meeting held in person with a quorum present. The actions could also be ratified by the full membership, I suppose, if the membership happens to meet in person before the board does (although that seems unlikely in the current circumstances). If the actions in question had been taken during a proper meeting of the board, then no ratification would be necessary. The board is an assembly. "The deliberative assembly may exist in many forms. Among the principal types that it is convenient to distinguish for the purposes of parliamentary law are: (1) the mass meeting; (2) the assembly of an organized society, particularly when meeting at the local or lowest subdivisional level; (3) the convention; (4) the legislative body; and (5) the board." RONR (12th ed.) 1:9 The rules you are referring to do not mean that all actions which must be ratified may only be ratified by the full membership of the society. If the board had the power to take the actions in question at a proper meeting of the board, then it has the authority to ratify these actions. A situation in which only the membership could authorize the actions might arise if the board took an action which exceeded the board's authority.

I hesitate to answer this without knowing the exact wording of the bylaws on this matter, but generally I am inclined to think that (unless the rule provides otherwise), the appointment would need to be approved by the board by majority vote. If an appointment does not receive such approval, then presumably the next step is for the chair to submit a different appointment. It will ultimately, of course, be up to the organization to interpret its own bylaws.

It seems to me that it is still a motion to Limit or Extend Limits of Debate and it is in order. The purpose of the motion to Limit or Extend Limits of Debate is used to change the limits on debate. Whether those limits on debate are contained in RONR or in the assembly's own rules is immaterial. Nothing in the rule in question suggests to me that it is intended to prevent the making of a motion to Limit or Extend Limits of Debate, just that the default limit is nine minutes instead of ten. As I have previously noted, I don't believe the rule in question needs to be suspended in order to adopt a motion to Limit or Extend Limits of Debate. In any event, I see no reason why more than a 2/3 vote would be required to suspend the rule. Nothing in the text of the rule suggests to me that the rule is intended to protect a minority of one-third or less. Indeed, nothing in the rule suggests to me that it is intended to protect the minority at all. The rule simply seems to provide that speeches shall be no more than nine minutes (instead of ten). An assembly certainly could adopt a special rule of order which limits the assembly's ability to adopt a motion to Limit or Extend Limits of Debate, or even one which limits the assembly's ability to suspend the rule, but I see nothing in the text of this particular rule indicating that either of these things is the case.

No. "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30 "However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25 "The only exceptions to the requirement that a point of order must be made promptly at the time of the breach arise in connection with breaches that are of a continuing nature, whereby the action taken in violation of the rules is null and void. In such cases, a point of order can be made at any time during the continuance of the breach—that is, at any time that the action has continuing force and effect—regardless of how much time has elapsed. Instances of this kind occur when: ... d) any action has been taken in violation of a fundamental principle of parliamentary law (25:9)" RONR (12th ed.) 23:6 "Rules which embody fundamental principles of parliamentary law, such as the rule that allows only one question to be considered at a time (5:4), cannot be suspended, even by a unanimous vote. Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (45:56), the rules cannot be suspended so as to give the right to vote to a nonmember,7 or to authorize absentee voting (45:56ff.)." RONR (12th ed.) 25:9 I also note that you refer to "precedent" in the subject line of your thread. The fact that something has been done a certain way in the past is a "custom." A "precedent," in the sense the term is used in RONR, is created by a ruling by the chair on a question of order and any subsequent appeal. Even if there were a precedent on this matter, however, this would not change my answer, as a precedent which is in error can and should be corrected. Ratification will need to occur at an in-person meeting of some kind, although it does not necessarily need to be an in-person meeting of the convention. Ratification at an in-person meeting of the board would also suffice. Since we are told that "business of the board is NOT specifically ratified, only reported on," I am not persuaded that this accounts to some sort of "quasi-ratification." The assembly could conceivably ratify all business previously conducted electronically (or more precisely, actions taken by officers pursuant to decisions made at such meetings). There is no "statute of limitations" in this regard. The fact that the actions took place over a decade ago, in and of itself, does not necessarily mean those issues have been "fully resolved," although it is certainly conceivable some of those actions have been "fully resolved." I think it would be preferable to just ratify all of it to be on the safe side. Yes, this understanding is correct.

Majority rules. RONR does not specifically call it a "motion to amend a draft," although I have no objection to that term. RONR generally calls it a "correction," and notes that this is a form of the motion to Amend. "After the minutes have been read (or after their reading has been omitted by unanimous consent as described in the previous paragraph), and whether or not a motion for approval has been offered, the chair asks, “Are there any corrections to the minutes?” and pauses. Corrections, when proposed, are usually handled by unanimous consent (4:58–63), but if any member objects to a proposed correction—which is, in effect, a subsidiary motion to Amend—the usual rules governing consideration of amendments to a main motion are applicable (see 12)." RONR (12th ed.) 41:10 Nothing regarding the motion for the correction is recorded in the minutes. The correction is simply made in the body of the minutes which are being corrected. The minutes of the meeting where the correction is made simply note that the minutes of the previous meeting were "approved as corrected." What exactly those corrections were, let alone the vote on them (in the unusual event that there is one), is not recorded. "Any correction approved by the assembly is made in the text of the minutes being approved; the minutes of the meeting making the correction merely state that the minutes were approved “as corrected,” without specifying what the correction was (see first paragraph of form, 48:8)." RONR (12th ed.) 48:4 Neither. See above. I am also curious as to what exactly gives rise to this disagreement. If there is, in fact, serious disagreement regarding the contents of the minutes, this generally suggests that something has gone horribly wrong.

The power to appoint carries with it the power to remove. If the bylaws authorize the President to appoint all members of committees, then the President may remove the chairman. If the chairman was appointed by the parent assembly, then the assembly may remove the chairman by means of a motion to Rescind or Amend Something Previously Adopted, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice for approval. If the assembly delegated the authority to elect the chairman to the committee, then the committee may remove the chairman by the same procedure as just noted. The parent assembly also still could intervene and remove the chairman itself, if so desired. While this seems highly unlikely for a special committee, in the event that the bylaws prescribe a fixed term of office for the committee chairman, then formal disciplinary procedures are required for removal. Finally, if the bylaws themselves prescribe the method of removal, that method must be followed. "Unless the bylaws or other governing rules expressly provide that committee members shall serve “… and until their successors are chosen” or for a fixed period, as “… for a term of two years” (in which case the procedure for their removal or replacement is the same as that for officers described in the second bulleted item in 62:16), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see 13:23)." RONR (12th ed.) 50:14

Objection to the Consideration of a Question is only in order before there has been any debate on the motion. After that, consideration of the question has already begun, and therefore the motion's consideration cannot be prevented. The situation the OP is referring to appears to relate to a situation in which debate is already ongoing, since it is said that the desire is to prevent further discussion of the motion at the same meeting. "The objection can be raised only before there has been any debate or any subsidiary motion except Lay on the Table has been stated by the chair; thereafter, consideration of the main question has begun and it is too late to object." RONR (12th ed.) 26:2 I would also note that the purpose of this motion is to dispose of a motion when it is believed that even considering the motion would be damaging to the harmony of the assembly, so the "signal" that is sent by this may not be what is desired in this instance, since it appears the assembly has no particular problem with the motion, it simply wishes to no longer talk about it at the current meeting. "The purpose of an Objection to the Consideration of a Question is to enable the assembly to avoid a particular original main motion altogether when it believes it would be strongly undesirable for the motion even to come before the assembly." RONR (12th ed.) 26:1 If it is desired to dispose of the pending motion in one step rather than two, a motion to Suspend the Rules may be used to combine the effects of Postpone Indefinitely and the Previous Question in a single motion.

The same vote as usual, which will generally be a majority vote. After the 2/3 vote hurdle is cleared to introduce the motion outside the scope of the organization's object, the motion is then treated the same as any other motion.

There is no reason Postpone Indefinitely could not be used for the purpose you describe. If it was desired to also immediately end debate, however, this would need to be followed up with a motion for the Previous Question. Adopting the motion to Postpone Indefinitely kills the motion for the current session, but does not prevent a member from making it again at a later session, so a member could bring up the motion at a later meeting if desired.

No, not necessarily. I suppose a Chairman Pro Tempore could be elected prior to the election of the actual officers, although I imagine often that is handled by unanimous consent. Well, you have elected a President now, so the President is the regular presiding officer. Ultimately, however, the board itself is "in charge" of board meetings. Since the meeting, at this point, has already happened, the meeting is presumed to be valid until some determination is made providing otherwise. So it seems clear that neither the President (since there wasn't one prior to the meeting) nor the Board of Directors (since it had not yet met) called this special meeting. Was the meeting called by three or more members of the board? If so, then at least that requirement is settled. Notice of a special meeting of the board must be sent to all members of the board. The bylaws are apparently silent about how much notice is required to call a special meeting, so that is an issue. RONR simply requires that "reasonable" notice must be given and recommends that the society adopt its own rules on this matter in its bylaws. So what exactly constitutes "reasonable" notice will be a question of interpretation. As I understand the facts, a special meeting was held at which a President was elected. No Point of Order or Appeal has yet been raised regarding the validity of that election. So you do have a President (at least for now). If it is ultimately determined that the meeting was not valid, then yes, a new election will need to be held.

Yes. Then I suppose it will not be possible to raise the Point of Order until the next board meeting. This could, however, still be done because the issue is a "continuing breach" as it is a main motion which conflicts with the bylaws.

It may be a moot point now that the meeting was canceled, but I realize now that I messed up in my earlier response. If the bylaws require 24 hours of notice, this may not be waived unless the bylaws provide for such a waiver, period. The rules on this subject can't be suspended even if all members are present. This is because action cannot be taken by an assembly outside of a regular or properly called meeting. "Rules which embody fundamental principles of parliamentary law, such as the rule that allows only one question to be considered at a time (5:4), cannot be suspended, even by a unanimous vote. Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (45:56), the rules cannot be suspended so as to give the right to vote to a nonmember, or to authorize absentee voting (45:56ff.). Likewise, since it is a fundamental principle that each member of a deliberative assembly is entitled to one—and only one—vote on a question, the rules may not be suspended so as to authorize cumulative voting (46:43)." RONR (12th ed.) 25:9

If your constitution and bylaws provide that notice of a special meeting needs to be posted 24 hours prior to the meeting, then that provision may not be "waived" unless the bylaws 1) provide for such a waiver or 2) every member of the council is present at the meeting. A rule protecting absentees may be suspended if (and only if) there are no absentees to protect. "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 Whether the council's action in this matter would be a violation of a particular state's Open Meeting Act is beyond the scope of RONR and this forum. The council should seek legal advice on that matter. EDIT: Struck through incorrect info.

It is correct that reports are to be submitted in writing, although the purpose of this is not really so much about saving time as it is about ensuring that the reports can be made a part of the secretary's records. As previously noted, written reports may be read. Whether reports should be submitted only in writing or should also be read is at the assembly's discretion. Further, it is not that unusual for assemblies to permit reports for information to be made orally (notwithstanding what RONR says), particularly in the case of officers. The rule is somewhat more important for committees, since providing that the reports are written helps to ensure that the report is agreed to by the committee's members. In contrast, an officer is one person, and therefore the officer is in sole control of the contents of the officer's reports. You seem to already be aware of the relevant sections on this matter. I don't know what else I can provide. The issue isn't clarity on the rules, it's in getting the board members to actually enforce the rules as well as the board members' preferences. There is no rule which prevents the President from giving an hour-long report, but the board is free to adopt its own rules on this subject if it wishes, and I would imagine that most members who have to sit through such reports would be perfectly willing to do so. I would also clarify that the parliamentarian has no authority to make rulings. The parliamentarian is an advisor to the chair, and the chair makes rulings. Furthermore, it should be noted that the chair's rulings are subject to appeal.

Trying to influence other members to vote a certain way is the entire point of debate.

I have no idea. The bylaws are quite vague on this matter and simply state that "Additional Board of Director meetings may be called with proper notice." No further guidance is provided on how such meetings are called or what constitutes proper notice. This will ultimately be a question for the board to determine. At the meeting in question (or at a later meeting, since if the member is in fact correct that the meeting is not properly called, that would constitute a continuing breach), the member may raise a Point of Order alleging that "proper notice was not given for calling the meeting" and that, as a result, the meeting is null and void. The chairman will rule the point well taken, meaning they agree, or not well taken, meaning they disagree. Either way, the chair should explain the reasoning for this ruling. The member may then appeal from the chair's ruling if desired. If the appeal is seconded, this then places the decision in the hands of the assembly, and (after debate) the board will make the final determination. A majority vote is required to overturn the chair's ruling. These facts have no relevance to the question of whether the board meeting was properly called.

No, you can't require this. Members may vote for up to four candidates in such a case. Additionally, it is not quite correct that "if the number of votes exceeds the number of those to be elected then the ballot is not valid nor counted." Such a ballot is counted as an illegal vote. That is, it is counted in the number of total votes cast, but is not credited to any particular candidates. Such ballots may affect whether candidates obtain a majority. "By the same token, when an office or position is to be filled by a number of members, as in the case of a committee, or positions on a board, a member may partially abstain by voting for less than all of those for whom he is entitled to vote." RONR (12th ed.) 45:3 "In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote in that section for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected." RONR (12th ed.) 46:33 "All ballots that indicate a preference—provided they have been cast by persons entitled to vote—are taken into account in determining the number of votes cast for purposes of computing the majority. Each such ballot is credited to the voter’s preferred candidate or choice if the meaning of the ballot is clear and the choice is valid. Unintelligible ballots or ballots cast for an unidentifiable or ineligible candidate are treated instead as illegal votes—that is, they are counted as votes cast but are not credited to any candidate or choice. Similarly, a ballot that contains votes for too many candidates for a given office is counted as one illegal vote cast for that office, because it is not possible for the tellers to determine which candidate(s) the voter prefers." RONR (12th ed.) 45:32

So far as RONR is concerned, persons who are not members of the council do not have a right to speak in debate unless the council grants permission to do so, and persons may not read from papers unless the council grants permission to do so. There is, however, no rule in RONR specifically prohibiting a person from reading "a message from the one absent council member, asking the other council members to vote a certain way on a proposal being voted on during that meeting," so assuming the permission to speak and the permission to read from papers is granted (and either or both of these things may well be granted by unanimous consent), the reading of this letter violates no rule in RONR. The council might have its own rules on these matters, and those rules will take precedence.

Since it relates to the duties of officers in connection with meetings, I would think it would be a special rule of order.

I don't think 51:23 is especially helpful for what you want to do since your board apparently has a custom of permitting oral reports for information only (which is not unusual) and also because even although that section requires reports to be in writing, it doesn't prevent the reports from being read. So if your officers are as wordy in their writing as in their speeches, it might not help anything. As I have said previously, if your board wishes to limit the time for oral reports, or even prevent oral reports altogether and require officers to only submit their reports in writing, it is free to do so by adopting a motion to that effect.

If five positions need to be filled, a vote for more than five should be counted as an illegal vote, although it is not quite correct so say such a vote is "null and void." Illegal votes are not credited to any candidate, but are included in the total number of votes cast. A vote for less than five should be counted as a valid vote for the candidate(s) the member voted for. The ballot instructions should have indicated that members may vote for up to five candidates. "By the same token, when an office or position is to be filled by a number of members, as in the case of a committee, or positions on a board, a member may partially abstain by voting for less than all of those for whom he is entitled to vote." RONR (12th ed.) 45:3 "In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote in that section for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected." RONR (12th ed.) 46:33 "All ballots that indicate a preference—provided they have been cast by persons entitled to vote—are taken into account in determining the number of votes cast for purposes of computing the majority. Each such ballot is credited to the voter’s preferred candidate or choice if the meaning of the ballot is clear and the choice is valid. Unintelligible ballots or ballots cast for an unidentifiable or ineligible candidate are treated instead as illegal votes—that is, they are counted as votes cast but are not credited to any candidate or choice. Similarly, a ballot that contains votes for too many candidates for a given office is counted as one illegal vote cast for that office, because it is not possible for the tellers to determine which candidate(s) the voter prefers." RONR (12th ed.) 45:32