Josh Martin

Yes. Generally, it would likely be better for a member to instead move to amend the "A" proposal when it is pending. A member could, for example, move to amend by substituting the "B" proposal. In the event this is not done, it may or may not be in order to move the "B" proposal after the "A" proposal has been defeated. "During the session in which the assembly has decided a question, another main motion raising the same or substantially the same question cannot be introduced." RONR (12th ed.) 12:17 Since I do not know the specific details of the proposals, I cannot say for certain whether proposal B would or would not raise "the same or substantially the same question" as proposal A. I do not think that filling blanks is a proper tool here. "Filling blanks, although not a form of amendment in itself, is a closely related device by which an unlimited number of alternative choices for a particular specification in a main motion or primary amendment can be pending at the same time." RONR (12th ed.) 12:92 "Among cases adapted to such treatment are main motions or primary amendments containing names of persons or places, dates, numbers, or amounts." RONR (12th ed.) 12:93 I do not think that fully detailed, independent proposals are similar in kind to "alternative choices for a particular specification" such as "names of persons or places, dates, numbers, or amounts."

If minutes are taken, whether they are taken by the general membership, a board, or a committee, the minutes need to be signed by the secretary. The minutes may also be signed by the chair if desired, but there is no requirement for this. RONR has no direct answer to whether a "memorandum in the nature of minutes" needs to be signed by anyone, although I am generally inclined to think that if they are signed, the secretary should still be the person to sign them. The bottom line is that the person who takes the minutes (the secretary) should be the person to sign them.

No. This process is not proper. What should instead be done is that a member should propose one of the new formats (presumably, the format that member prefers). The motion is then subject to debate and amendment. Through the amendment process, it is possible that the motion will ultimately be amended into the other proposed format, or perhaps some compromise between the two, or something else entirely. After all debate and amendment is completed, a vote will then be taken on whether or not to adopt the motion as it now reads. If adopted, the new format will be adopted. If defeated, the existing format will be retained. As to the question regarding a motion to end discussion, generally discussion eventually ends naturally when people run out of things to say. If it is desired to end discussion earlier, a motion for the Previous Question may be adopted by a 2/3 vote, which will put an end to debate and amendment and put the motion (as it currently reads after any amendments) to vote.

How was this three minute time limit adopted? What was the exact wording of the motion or rule regarding this limit?

RONR has no rules concerning petitions. The rules pertaining to this matter are most likely found in your co-op's bylaws or in state law.

For starters, it should be noted that proxy votes are not permitted unless authorized in your bylaws. It should also be noted that electronic meetings are not permitted unless authorized in your bylaws. "A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it." RONR (12th ed.) 45:70 "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 If proxies are not permitted, the member's name should not be recorded at all. Members who respond to the roll call are recorded. Those who do not respond are not recorded unless it is necessary to record their names to indicate the presence of a quorum. Members who are not even present during the roll call would certainly not be recorded. "In roll-call voting, a record of how each member voted, as well as the result of the vote, is entered in full in the journal or minutes. If those responding to the roll call do not total a sufficient number to constitute a quorum, the chair must direct the secretary to enter the names of enough members who are present but not voting to reflect the attendance of a quorum during the vote." RONR (12th) ed. 45:52 It also seems to me that even if proxies are permitted under your rules, the member's vote still should not be recorded. A proxy is a means by which a person temporarily authorizes another person to vote in their stead. That person must, however, still actually cast the vote at the time of the vote. We are told that "the secretary was told by the President AFTER the meeting that the absent Board member had given him her proxy and she would have voted YES." This is much too late for a vote to be cast. It is somewhat unclear to me whether the member was or was not present during the roll call. If the person was not present during the roll call, then the member's name certainly should not be recorded. Even if the member was present during the roll call, persons who do not reply during the roll call are recorded only if necessary to demonstrate the presence of a quorum.

I don't think I can really assist with the organization's struggles with retaining members. That is not a parliamentary issue. I may, however, be able to assist with ensuring that the society continues to have a board of directors, if you can provide some information. What is the exact wording your bylaws use to define the term of office for officers? Additionally, do the bylaws grant the board the authority to fill vacancies (or grant the board full power and authority over the affairs of the membership)? Finally, is it possible for the board to meet, either because it is possible for the board to meet in person due to its smaller size or because the board is authorized to hold electronic meetings?

The motion could indeed be postponed to the regular meeting two days later, although the assembly may not decide in advance that only the vote will occur at that time. Further debate will be in order at the regular meeting. When the motion becomes pending at the regular meeting, the assembly could then order the previous question in order to end debate, which would require a 2/3 vote for adoption. No, it is not any different. Yes, that is correct. Any members who are present at the time of the vote may vote on the motion. Whether or not they were present at some previous time is immaterial. The only motion would be to postpone. The assembly may not decide to delay the vote, and only the vote, until the next regular meeting.

I am not aware of anything in RONR which says any such thing. "In addition to their annual reports, the president and vice-president from time to time may wish or need to report on their activities in connection with administrative duties. Such reports are usually for purposes of information only, but may sometimes contain recommendations calling for action by the assembly." RONR (12th ed.) 48:19 If it was indeed the case that the presiding officer must relinquish the chair any time the presiding officer makes a report, then it would seem the text would say so in the rules discussing such reports. Since it does not, my presumption would be that the chair is not required to relinquish the chair solely on the basis of giving a report. Certainly, but I don't know that giving a report, in and of itself, will necessarily give the appearance of partiality or partisanship. It may well be that, in a particular circumstance, it would be desirable for the presiding officer to relinquish the chair for a report even although the report contains no recommendations because the report expresses opinions on some matter, however, I still do not believe it is the case that the presiding officer must categorically relinquish the chair whenever giving a report. I have no disagreement with this, but I still don't think this means the President must relinquish the chair whenever presenting a report. I would clarify once again that the only occasion when debate may arise is when a motion is made. This could be done in response to a recommendation made by the President or could be done on the initiative of a member in response to something within the report, but in either case, a motion must be made before debate can begin. Since the small board rules are not applicable either to the board or to the membership, this rule applies in both cases.

Sure. Yes to both. No, unless the President's report contains recommendations. Additionally, debate is not in order following the report in a meeting of the general membership, unless the report contains recommendations and motions to implement those recommendations are made. Debate is only in order when a motion is pending. This rule is relaxed in meetings of small boards (not more than about a dozen members present), so discussion might be permitted without a motion pending at the board meeting, depending upon the size of the board. It should also be noted that under the small board rules, there is no requirement for the presiding officer to maintain the appearance of impartiality.

Yes. "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 A member who is suspended loses some or all of their rights as a member for the duration of the suspension. When the member is suspended, it should be specified exactly what rights and benefits are suspended. If this is not specified, I am generally inclined to think that the suspension should be interpreted as referring to all rights of membership (except those relating to disciplinary procedures). Yes, a member who is under disciplinary suspension is still expected to follow any obligations of membership imposed upon members by the society's rules. Members under disciplinary suspension are, for instance, still required to pay their membership dues. Yes, under the disciplinary procedures in RONR, charges may be preferred against a member who currently has some or all of their rights under disciplinary suspension. This might be done if further misconduct had occurred while the member was suspended, and it was desired to impose more severe penalties, such as expanding the rights under suspension (if only some rights had been suspended previously), extending the length of the suspension, or expelling the member from a society.

No, it is not proper for the organization to refuse to fill a position which is required in its bylaws. This may only be done by amending the bylaws. I am not familiar with the particular job descriptions of your organization's committees, but I would generally assume that amendments to the bylaws would be referred to the Bylaw and Policy Committee.

Yes. "Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." RONR (12th ed.) 2:2 I don't know what you mean by this. What "requirements of a GM" are you referring to? There is not any inherent reason that a society's general membership meetings must meet any particular requirements or even that a society have general membership meetings at all. As noted above, a society is free under the general parliamentary law to adopt any rules it may wish. If you are referring to requirements in your bylaws, the society may amend its bylaws to modify or remove those requirements. If you are referring to requirements in applicable law, that is a question for an attorney. Okay, then apparently these are the rules which must be followed. It would seem entirely reasonable to me that the chair can and should refuse to permit members to add items to the agenda, except if such items have met the requirements in the bylaws, which include "being required 7 days before "notice of the meeting" is sent out." While it is ultimately up to the society to interpret its own bylaws, it seems to me that a proposal and a motion are effectively the same thing, unless there is something in the rules specifically indicating otherwise. "A motion is a formal proposal by a member, in a meeting, that the assembly take certain action." RONR (12th ed.) 3:22 So if a member wishes to propose something, provide the notice which is required in your bylaws. If you think this is a dumb rule, seek to amend the bylaws (which probably also requires previous notice). Based on the additional facts, no. A rule which requires previous notice is a rule protecting absentees. Such rules may not be suspended (unless all members are present).

No formal process is required. The chair may automatically waive the reading of a resolution which has been distributed in advance, unless a member requests that the resolution be read (which any member has the right to do). "Similarly, if the text of a resolution has been distributed to the members in advance, the chair may state the question without reading it in full, instead identifying the resolution by its subject or designated title, number, letter, or the like, as by saying, “It is moved and seconded to adopt the resolution relating to…, as printed.” In such a case, too, any member has the right to have the motion or resolution read by the chair or the secretary." RONR (12th ed.) 4:10 "In the case of any resolution, motion, or paper placed before the assembly that has not been read even once, the chair may not put it to a vote or seek its approval or adoption without reading it (or having it read by the secretary) unless permission is first obtained by unanimous consent—except that where the full text has been distributed to the members in advance, the chair may initially presume that there is no objection to omitting the reading (but any member still has the right to demand that it be read)." RONR (12th ed.) 4:37n11

"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.