Josh Martin

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.

Generally, no, although ultimately this will depend on the precise wording of the bylaws. I don't think that the language is necessarily required to be the same or similar as that used in Scenario C, and I don't know that the bylaws must specifically authorize this kind of hybrid participation (although I think these are both good ideas). I do think, however, that if the bylaws authorize electronic meetings and also specify the manner in which such meetings are to be held, then it is not reasonable to interpret that provision as also authorizing electronic meetings held in some other manner. Since you refer to the Sample Rules for Electronic Meetings, then I would say as an example that if a society had adopted the rules in Scenario A, this would not mean that the electronic meetings described in Scenario C are also authorized. If the bylaws do in fact simply say "Electronic meetings are authorized" (which I do not advise) then certainly there is a great deal of ambiguity in what that means. It may well mean that electronic meetings of any kind are authorized, including meetings in which there is a central meeting location and some members participate electronically. Frequently, however, the bylaws will specify exactly what types of electronic meetings are authorized. By implication, other types of electronic meetings are not permitted. One other thing I would add is that, even if the bylaws provide that certain types of electronic meetings are authorized, that does not necessarily mean that all meetings of the society must be held in that manner. If the society wishes to provide that meetings which are held in person must provide an opportunity for members who are not present to participate remotely, the bylaws should specifically provide as much.

Okay. The fact remains that a Point of Order is not the proper method to address the member's statements. This is not to say the member's actions were proper, it is simply that a Point of Order is not the proper tool to address them - at least, not on the grounds presented here. It is difficult to say with certainty that the comments were in order. It seems quite possible, based on the additional facts, that the comments may have been out of order on the grounds that they were not germane to the pending business and/or were indecorous.

The chair should have ruled this point not well taken, noting that a Point of Order is used to draw attention to a violation of some parliamentary rule, and a member making a mistaken assertion in debate is not a violation of any parliamentary rule. If the member believed the other member's assertion was mistaken, the member should have (politely) pointed this out in debate rather than through a Point of Order. A member making a mistaken assertion, even one which "caused some very large challenges within the assembly," does not violate any parliamentary rule. As a result, a Point of Order is not the appropriate tool for this purpose. So the chair should not have called the member out of order on this basis, although it also was not appropriate for the chair to do nothing when a Point of Order had been raised. So the claim that the chair acted improperly "for not calling him out of order" and that the board member was out of order is itself mistaken, and therefore I do not think it would be wise to censure anyone with those as the grounds. If you wish to make a motion to censure the member for making the mistaken statement (or for intentionally misrepresenting information, which you seem to later suggest is what occurred), you are free to do so, but it must be understood that the member was not "out of order." I suppose you could also move to censure the chair for failing to respond to a Point of Order. Yes, the director can be censured. A motion to censure is simply an expression of the assembly's disapproval and may be imposed without formal disciplinary procedures. That will be for the assembly to decide. As has been previously explained, it would not have been appropriate for the chair to call a member out of order on the basis of making an incorrect statement. I do not personally think it is appropriate to censure the chair for not doing something he wasn't supposed to do, but ultimately the assembly will make that decision.

It is not necessarily a given that the election needs to be redone. We would need to know more facts regarding the results of this election. In the event that part or all of the election must be redone, then the assembly may reopen nominations it it wishes to do so, but it is not required to do so. In any event, there is certainly no reason that there must be exactly as many nominations as there were previously.

So far as Robert's Rules is concerned, it is at the assembly's discretion whether its meetings shall be open to non-members. Only members have a right to attend meetings, but the assembly may permit others to attend if it wishes to do so. In my view, the fact that the bylaws contain rules pertaining to how a person is admitted as a member does not have any bearing on whether the assembly may permit nonmembers to attend meetings. If the society wishes to put provisions in its bylaws on this matter, it is free to do so, but is not required to do so. The fact that the parent organization's bylaws are silent on this subject does not prevent the organization from adopting such rules in its bylaws. If the parent organization had rules specifically providing that meetings of its subordinate units shall be open to nonmembers, that would be relevant to this question, but silence on the subject does not prohibit subordinate organizations from adopting their own rules. Your statement that "There are no such specific words in national bylaws because it is accepted that our organization is not a public one." is not something I can express an opinion on. I don't know why your national organization's bylaws are written the way they are or whether it is correct that it "is accepted that our organization is not a public one." It seems that there is at least some disagreement on this point. "A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance. Nonmembers, on the other hand—or a particular nonmember or group of nonmembers—can be excluded at any time from part or all of a meeting of a society, or from all of its meetings. Such exclusion can be effected by a ruling of the chair in cases of disorder, or by the adoption of a rule on the subject, or by an appropriate motion as the need arises—a motion of the latter nature being a question of privilege (see 9:25; 9:28–29; and 19)." RONR (12th ed.) 61:6-7 "If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws may not contain a higher limit. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so." RONR (12th ed.) 56:7

The fact that an officer has become "incapacitated," in and of itself, does not create a vacancy unless your bylaws so provide (and in such a case one hopes the bylaws also defines what this means and/or who determines this). What you could do, however, would be to resign. It may or may not be the other co-president which selects the replacement. I would check your bylaws to see what they say about filling vacancies. If they say something, follow that. If they are silent but grant the board full power and authority over the affairs of the society between meetings of the society's membership, then the board would fill the vacancy. If they are silent and the board lacks full power and authority over the affairs of the society between meetings of the society's membership, then the vacancy is filled by the same body which elected the position in the first place. The same body which has the authority to fill the vacancy has the authority to accept the resignation. Also, I would note that RONR frowns on the use of "co-presidents" and much prefers a President and Vice President. "The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly." RONR (12th ed.) 47:57 "The anomalous title “co-chairman” should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position." RONR (12th ed.) 13:17

What is the exact wording of the bylaws on this matter? The board member is correct that the actions taken at the meeting are invalid on the grounds that a quorum was not present and also on the grounds that not all members were notified of the meeting. Nothing in RONR would suggest that a board member does not need to be notified of a meeting on the grounds that "it was a conflict of interest since the board was meeting to take actions that were based "behavior" of board member A." Perhaps there is something in the organization's rules or applicable law which provides otherwise, but that is beyond the scope of RONR and this forum. I would note that board member A is mistaken in his claim that "the entire meeting was invalid because there was no quorum." The lack of a quorum makes any substantive actions taken at the meeting null and void, but does not make the meeting itself null and void. The failure to notify member A, however, does make the meeting itself null and void. In regards to Member A's claim that "Any actions at that invalid meeting can't just be ratified at the next meeting," Member A is partially correct. A board can ratify actions taken in the absence of a quorum. A board cannot ratify actions taken at a meeting which was not properly called due to failure to notify all members of the board (and therefore, is not a proper meeting of the board), however, the board can ratify actions taken by officers or staff pursuant to the decisions made at that meeting. So most likely, the board can indeed ratify the actions in question. "In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society’s rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately." RONR (12th ed.) 40:6. The one caveat I have is that I would be curious to know exactly what sort of actions we are talking about. We are told that the actions "were based [on the] 'behavior' of board member A." It seems implied that some sort of disciplinary action may have been taken. If so, there may be additional problems with this, and I think it would be necessary to know in that instance what the bylaws say regarding disciplinary action. "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. Cases where the procedure of ratification is applicable include: • action improperly taken at a regular or properly called meeting at which no quorum was present (40:6–10); • action taken at a special meeting with regard to business not mentioned in the call of that meeting (9:15–16); • action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized; • action taken by a local unit that requires approval of the state or national organization; or • action taken by a state or national society subject to approval by its constituent units." RONR (12th ed.) 10:54 The failure to notify member A, as well as the absence of a quorum (provided there is clear and convincing proof of this, which actually doesn't seem difficult in the circumstances) can indeed be used to nullify those actions. There does not, however, seem to be any need to do so. The board appears to already be aware that the actions taken at the meeting in question are not valid, which is presumably why the motion to ratify is being used. If the board was under the belief that the actions were already valid, there would be no need to ratify the actions. Mr. Brown, I agree that the actions taken at a meeting which was "not properly called and noticed to all members" cannot be ratified. Any actions subsequently taken by officers or staff pursuant to the decisions made at such a meeting, however, can be ratified. The text notes that "action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting." While the text continues on to say "such as approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized", it seems clear that these are simply examples and not an exhaustive list. In the event that there were actions taken at the meeting in question for which no follow-up has yet occurred, those actions could not be ratified, although the relevant motions could be made anew. The board, however, already seems to be aware that the actions taken are null and void, which is presumably why the motion to ratify is being made. So instead, the member should raise a Point of Order while the motion to Ratify is pending, noting that the actions taken at the meeting may not be ratified since it was not a regular or properly called meeting of the board. This may not fully prevent the ratification of all actions, since it may be that officers or staff have taken action to implement some of the decisions made at the meeting in question, but it's better than nothing. Have any of these resignations been accepted? Resignations are not effective until they have been accepted, unless the bylaws provide otherwise.

Since your society has its own rules pertaining to discipline, those rules are controlling, and the society will ultimately need to interpret its own rules. Generally, it would seem to me that if the rules are silent, then there is no prohibition against it.

Based on these additional facts, I think there is a great deal of doubt over whether these people were ever actually a committee at all, since it seems it was just a group of people who at some point decided they were a committee. Even to the extent that this was a committee, I agree that the bylaws language in question suggests it was a committee of the board.

The motion to suspend the rules is in order in a committee as a general matter, although the specific instances in which it is in order may be more limited in a committee. A committee cannot suspend rules imposed upon it by its parent assembly or suspend rules in the society's parliamentary authority which specifically require the committee to seek authorization from the parent assembly to take a particular action. For instance, RONR quite clearly provides that motions to limit debate are not in order in committees unless so authorized by the parent assembly (with very limited exceptions permitted as discussed in RONR (12th ed.) 50:25n7). The rules could not be suspended so as to permit the committee, at its own discretion, to limit debate in a particular instance. Similarly, if the parent assembly adopted specific rules or instructions for the conduct of business in a particular committee or in committees generally, those rules could not be suspended by the committee unless the rule provided as much. Outside of those considerations, however, I see no reason why a motion to Suspend the Rules would not be in order in a committee. I expect when you say that "from what I have read, it seems that this is not something a committee can explicitly do," you are referring to the rule that "A committee may not adopt its own rules except as authorized in the rules of the society or in instructions given to the committee by its parent assembly in a particular case." RONR (12th ed.) 50:26. While it is certainly correct that a committee cannot adopt rules for its proceedings unless authorized to do so by its parent assembly, I do not think this means that the motion to Suspend the Rules is categorically prohibited. Adopting rules and suspending rules are not the same thing. Is there a particular usage of Suspend the Rules that you had in mind?

A motion to amend the agenda is an incidental main motion if it is made after the agenda has been adopted. It is a subsidiary motion if made when the motion to approve the agenda is pending. Certainly it is not an original main motion in any event. Concurring with my colleagues, I would add that while an objection to consideration could not be raised regarding the motion to amend the agenda, the members could certainly vote against the motion to amend the agenda. This will not necessarily prevent the motion from later being made unless the assembly has its own rules on that subject, but it could buy some time and might provide some insight into whether an objection to consideration is likely to be successful later.

I would check the bylaws of the corporation to see if it has its own rules on this subject.

I think that both the board and the membership could have a role in interpreting the bylaws as a general matter, although the membership's interpretation would prevail in the event of conflicting interpretations. I agree, however, that only the membership can correct an error in an election where the membership is the voting body.

If the membership is voting, it is an election of the membership. As a result, it is up to the membership to make any decisions regarding the validity of the election, unless the bylaws specifically provide otherwise. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society’s affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50