Josh Martin

No rule in RONR prohibits that either. In addition, I might suggest reading FAQ #2. Although it answers a slightly different question, I think part of it is applicable here as well. "Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote."

I concur with Mr. Harrison that it is generally not acceptable for any member to interrupt a speaker, and also that the chairman should not be expressing his opinion except in a committee or small board. In addition to this, I would note that debate is not in order unless a motion is currently pending (except in a committee or small board). So if the report is for information only, it would not be appropriate for any member to interject opinions regarding the report, whether or not the member is interrupting the speaker. A member could ask a question regarding the report. A member could also, upon conclusion of the report, make a motion requiring the newsletter to be approved by a board member, assuming such a motion relates to the report which has just been given.

Please quote the exact wording of the rule in question. Even although the board member is "not seeking re-election," he still continues to serve until his current term ends, and would therefore count for purposes of determining whether a quorum is present until that occurs. Additionally, it seems unclear at times whether your questions relate to quorum for the board, the general assembly, or both. So far, you have told us what your constitution says regarding the quorum for the board, but not what it says regarding the quorum for the general assembly.

It is correct that the President may, in certain circumstances, "assume" a motion. This is not, however, technically the President "making" the motion. Rather, it is the President stating the question on the motion without the motion being made or seconded. This is used "to facilitate the business of the assembly, not to give the chair an opportunity to make a motion whose consideration he or she, as an individual member, believes would be desirable." This is described further in Official Interpretation 2007-1. I agree that adopting an agenda (in assemblies which adopt an agenda at each meeting, by rule or custom) or adopting the motions on the consent agenda (in assemblies which have adopted rules providing for a consent agenda, or "consent calendar" as it is called in RONR) are cases in which "assuming" a motion would be appropriate. In the case of adjourning the meeting when there is no further business (in a meeting of an ordinary local society that normally goes through a complete order of business at each regular meeting), however, even this process is unnecessary. After confirming that there is no further business, the chair may simply declare the meeting adjourned, without the need for a motion at all (assumed or otherwise). "When it appears that there is no further business in a meeting of an ordinary local society that normally goes through a complete order of business (41) at each regular meeting (9), the chair, instead of waiting or calling for a motion to adjourn, can ask, "Is there any further business?" If there is no response, the chair can then say, "Since there is no further business, the meeting is adjourned."" (RONR, 11th ed., pg. 241)

Assuming the person's term as Board Secretary has not ended, yes. Then the positions are not automatically vacated.

Generally, the presiding officer responds, although the parliamentarian may well assist the presiding officer in developing that response. RONR does note that the chair may have the parliamentarian respond, but suggests this should be limited to the "most involved matters" and "avoided if at all possible." "The parliamentarian's role during a meeting is purely an advisory and consultative one—since parliamentary law gives to the chair alone the power to rule on questions of order or to answer parliamentary inquiries." (RONR, 11th ed., pg. 465) "Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible." (RONR, 11th ed., pg. 466)

Okay. Yes. Yes.

Nonetheless, no rule in RONR appears to specifically prohibit it. RONR describes "due process" in quite general terms. "If thus accused, he has the right to due process—that is, to be informed of the charge and given time to prepare his defense, to appear and defend himself, and to be fairly treated." (RONR, 11th ed., pg. 656) RONR mentions "evidence" a few times in the context of a disciplinary trial. Most of these references are pretty generic. The two that are more specific are the rule that hearsay evidence is admissible and the rule that the presiding officer (subject to appeal) decides on "all questions of evidence." There is nothing directly pertaining to the question of whether evidence may be admitted after the trial. "To get at the truth under the conditions of such a trial, hearsay evidence has to be admissible, and judgment as to the best interests of the society may have to be based on it." (RONR, 11th ed., pg. 655) "The "managers" at the trial—referred to in the fourth resolution of the complete set shown above—have the task of presenting the evidence against the accused, and must be members of the society." (RONR, 11th ed., pg. 662) "At the trial, the evidence against the accused officer or member is presented by the managers for the society, and the officer or member has the right to be represented by counsel and to speak and produce witnesses in his own defense." (RONR, 11th ed., pgs. 663-664) "Subject to the relevant rules and the provisions in any resolution governing the trial, the presiding officer, similarly to a judge at a trial, directs the proceedings and rules on all questions of evidence and any objections or requests by the managers or the defense, the merits of which may first be argued by the managers and the defense. From any such direction or ruling, a member of the assembly may take an undebatable appeal, or the presiding officer may in the first instance submit any such question to a vote, without debate, by the assembly. Any motion to alter a resolution previously adopted to govern the trial, which may be proposed only by the managers or defense, or a proposal by the chair to do the same, is submitted without debate to a vote by the assembly; its adoption requires the vote necessary to Amend Something Previously Adopted." (RONR, 11th ed., pg. 666) "A member who votes for a finding of guilt at a trial should be morally convinced, on the basis of the evidence he has heard, that the accused is guilty." (RONR, 11th ed., pg. 668) If an attempt was made to introduce evidence after the closing arguments, I think a member certainly could raise a Point of Order, followed by an Appeal if necessary, that this was prohibited on the grounds that it violates the "defend himself, and to be fairly treated" elements of due process in RONR, since the accused is not present in order to rebut the evidence. One might also argue that, although no rule in RONR explicitly prohibits the introduction of evidence after the conclusion of the trial, all of the references to evidence in this context refer to the introduction of evidence during a trial, and therefore the text implicitly prohibits the introduction of evidence after the trial. I think these are reasonable arguments and the chair and the assembly might well agree with them, or they might not. My understanding from other threads by the OP is that the society has its own rules pertaining to discipline, and those rules may (or may not) also be relevant to this question. There could also be relevant rules in any resolutions adopted to govern the trial's proceedings. It seems to me that an Appeal raised regarding this subject after the trial had concluded would be debatable. My understanding is that the rule that such appeals are undebatable is connected to the fact that members are not generally permitted to speak during a trial. Since members are permitted to speak after the trial has concluded, I would think that the rules relating to whether an appeal is debatable are the same as they are generally.

The answer is most likely "No," although we might be able to provide further assistance if we had additional details. "Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described on page 17, lines 22–25." (RONR, 11th ed., pg. 263)

Not on his own, unless he also happens to serve as chair of a particular committee. "When a committee has been appointed, its chairman (or first-named member temporarily acting—see p. 176) should call it together. If its chairman fails to call a meeting, the committee must meet on the call of any two of its members, unless (for very large committees) the assembly's rules prescribe, or empower the assembly or the committee to require, a larger number." (RONR, 11th ed., pg. 499) "When a committee intends to reconvene, it can simply adjourn, or adjourn to meet at a later time. In the first case—when it adjourns without appointing a time for another meeting—the next meeting is held at the call of the chairman, who must ensure that reasonable notice of its time and place is sent to every committee member (see p. 499). In the second case—when it sets an adjourned meeting— notice of the adjourned meeting is not required (although it is desirable to give such notice if feasible), but reasonable efforts must be made to inform absent members of its time and place." (RONR, 11th ed., pgs. 501-502)

See FAQ #1.

Yes, the rules are the same for an Executive Board. In the context of an executive board, the phrase "a vote of a majority of the entire membership" refers to the membership of the executive board.

I would first note that the attached document actually includes four separate amendments, which will each need to be moved and voted on separately. Secondly, proposed amendments to the bylaws may be amended so long as the amendment is within the scope of the notice. An amendment which does less than what was originally proposed is certainly within the scope of notice. So in order to "strip everything else out of it and keep just the time change," I would follow these steps. 1.) While Bylaw Amendment #1 is pending, make an amendment to change the bylaw amendment to change only the time (and not the dates). 2.) Adopt the amendment to Bylaw Amendment #1. 3.) Adopt Bylaw Amendment #1, as amended. 4.) Defeat Bylaw Amendments #2-#4.

A member would make a motion to Rescind or Amend Something Previously Adopted. This motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice for adoption. Notice may be provided orally at the previous regular meeting (provided the next regular meeting is within a quarterly interval) or by having the Secretary include the notice in the call of the meeting.

The temporary presiding officer would assume the duties of the presiding officer in RONR, which are discussed in RONR, 11th ed., pgs. 449-452. Additional duties and authority granted to your board chair, such as this swearing-in ceremony, would remain with the board chair.

Okay. Then I guess in addition to the new correspondence to the accused, a new notice will need to be "promptly" sent to board members. Got it. That answers that question. I would also note that you may need to refer to your own rules to see whether any sort of notice to the "complainant" is required. RONR is silent on that subject since there is no "complainant" in RONR - only the society itself may prefer charges.

The rules in RONR appear to generally assume that evidence is presented during the trial itself. With that said, no rule in RONR appears to specifically prohibit the introduction of new evidence during the assembly's deliberation's following the closing arguments.

As a general rule, teleconferences and video conferences are prohibited under RONR unless authorized by the bylaws. If the bylaws only reference this with regard to board meetings, other assemblies generally may not meet electronically. There is an exception for committees which are established outside of the bylaws, in which event electronic meetings may be authorized by a standing rule or by the motion establishing the committee. "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 on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present." (RONR, 11th ed., pg. 97) "As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings." (RONR, 11th ed., pg. 98) It should first be noted that it is not entirely clear to what extent the disciplinary procedures in RONR are applicable if an organization has adopted its own rules governing disciplinary procedures. I will still provide the answers anyway and let the organization determine the extent to which they are applicable. RONR has little in the way of further clarification on meetings by video conference or teleconference. It would be desirable in the long run for the board to adopt additional rules on this matter. The important thing for the purposes of this thread, however, is that the rule appears to be broad enough that it does not prohibit the change in question. It should be noted that the rule that "No counsel may attend the hearing" is in conflict with RONR, although as has been previously noted, it is not clear to what extent those rules are applicable to your organization. Under the rules in RONR, the accused has a right to counsel, although the trial body may require that the counsel must be member(s) of the society if desired. "...the officer or member has the right to be represented by counsel... Defense counsel can be attorney(s) or not, but must be member(s) of the society unless the trial body (that is, the assembly or the trial committee as the case may be) by vote agrees to permit attorney(s) who are not member(s) to act in this capacity." (RONR, 11th ed., pg. 664) The main thing I was looking for was the specificity of the resolution in regards to the format of the meeting. The resolution certainly seems to be sufficiently specific that changing it to a videoconference would require amending the resolution. As I understand the facts, the board adopted this resolution (which it is authorized to do by the bylaws). The resolution could only be amended by the board, at a regular meeting or at a special meeting called for this purpose. A 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice would be required for adoption. Since the meeting in question was called by resolution, the details of the manner in which the meeting is held may be changed by amending the resolution. As previously noted, the resolution could only be amended by the board, at a regular meeting or at a special meeting called for this purpose. A 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice would be required for adoption. Is there any requirement for a certain number of days of notice for such meetings? Is there any requirement for a certain number of days of notice for such meetings?

RONR has no rules on this specific matter, however, RONR does have the following general rules concerning matters of trial procedure not addressed in RONR. "At any time before the commencement of the trial with the first of the "preliminary steps" described below, the assembly may, by majority vote, adopt a resolution to govern the trial specifying details not inconsistent with the procedures described here." (RONR, 11th ed., pg. 664) "Subject to the relevant rules and the provisions in any resolution governing the trial, the presiding officer, similarly to a judge at a trial, directs the proceedings and rules on all questions of evidence and any objections or requests by the managers or the defense, the merits of which may first be argued by the managers and the defense. From any such direction or ruling, a member of the assembly may take an undebatable appeal, or the presiding officer may in the first instance submit any such question to a vote, without debate, by the assembly. Any motion to alter a resolution previously adopted to govern the trial, which may be proposed only by the managers or defense, or a proposal by the chair to do the same, is submitted without debate to a vote by the assembly; its adoption requires the vote necessary to Amend Something Previously Adopted." (RONR, 11th ed., pg. 666)

If both the chairman and vice chairman are agreeable to this plan, no suspension of the rules is necessary. A majority vote is sufficient. The vote is by the members at the annual meeting. While the rule in question refers to an "invited nonmember who is skilled in presiding," the principles are the same if the skilled presiding officer is a member. "In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize it, even over the objection of the president or a vice-president. Cf. pages 652–53." (RONR, 11th ed., pgs. 453-454)

For starters, do your bylaws permit holding meetings by teleconference and/or by videoconference? If they do, then I think whether and how this can be done depends upon a number of facts which we do not presently have. Please answer the following: Is the trial in question being held pursuant to customized disciplinary procedures in the organization's bylaws, or pursuant to the disciplinary procedures in Ch. XX of RONR? What is the exact wording of the organization's rules concerning teleconferences and/or videoconference? What is the exact wording of the trial resolution concerning the teleconference? (Please at least included the parts relating to the date, time, and manner of holding the trial - the parts relating to the names of members and the society, and the charges and specifications, may be omitted if desired.) When you say "Can we change the call," who is "we" referring to? Is the trial being held at a regular or special meeting? What are the organization's rules relating to calling such meetings? (Alternately, if a special meeting is being held, was the special meeting established by the trial resolution itself?) What is the wording of the call of the meeting (if applicable)? If such a change is possible and is properly adopted, then it would seem to me the rules concerning correspondence of such a change are the same as for sending the initial correspondence concerning the trial. If the organization has its own rules on this matter, those rules should be consulted. If the organization is using the procedures in Ch. XX of RONR, then the text provides that "the secretary immediately sends to the accused, by a method providing confirmation of delivery to his address (such as registered mail with delivery confirmation), a letter notifying him of the date, hour, and place of the trial, containing an exact copy of the charge(s) and specifications with the date of their adoption, and directing him to appear as cited—even if the accused officer or member was present when the resolutions were adopted." (RONR, 11th ed., pg. 663) RONR does not specify a minimum amount of time for sending such notification, although it notes that "With reference to an appropriate date for which to set the trial, thirty days is a reasonable time to allow the accused to prepare his defense." (RONR, 11th ed., pg. 660) Depending on whether the trial is being held at a regular or special meeting and the rules governing notice for such meetings, it may also be necessary to send new correspondence to members of the change (and it would likely be desirable to do so even if not strictly required).

It doesn't matter whether they like money. The bylaws must be followed regardless of whether it would be beneficial or detrimental to the society to do so in a particular case. The society could have provided an exception in the rule for situations like this one, but it apparently did not do so. I agree. As I understand the facts, however, the member made the change in membership after the date the amendment was adopted. The question appears to not be whether the amendment has a retroactive effect, but whether the effective date of the amendment is delayed until the following year, due to the fact that the amendment was adopted after this year's annual meeting - meaning that, as of the time of adoption, it was impossible for anyone who had not already changed their membership status to meet the deadline for this year (since it had already passed).

Neither of these examples seem to be conflicts "in the bylaws." Rather, it is a conflict between what the bylaws say and what your society has actually been doing. Your organization should begin following its bylaws again immediately. No, of course not. When there are conflicts in the bylaws, the society will need to interpret its bylaws as best as it can. Some Principles of Interpretation are found in RONR, 11th ed., pgs. 588-91 for some Principles of Interpretation. None of the Principles of Interpretation is to flip a coin.

All that RONR provides on this subject is the following: "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." (RONR, 11th ed., pg. 408) In my view, this rule is not applicable here. The fact that the member served on "a school district committee that created the plan" is not a "direct personal or pecuniary interest not common to other members of the organization." It certainly does not seem comparable to the example provided. Even if the rule was applicable, the fact remains that the member retains the right to vote. It may be that the school board's rules or applicable law provide otherwise on this matter, however, that is beyond the scope of RONR and this forum. If other school board members feel that it is beneficial to hold the workshops first, they are free to move to postpone the motion to adopt the plan. Such a motion is debatable and requires a majority vote for adoption. Nonetheless, all board members are free to vote on that motion and on the motion to adopt the plan.

Unless the assembly adopts a proviso stating otherwise, amendments to the bylaws become effective immediately upon adoption. It may well have been prudent to adopt a proviso stating that the amendment would not become effective until the next year, but it appears the organization did not do so. As a result, it appears that this member is "required to pay their dues and assessment for member’s listed status as of the Annual Meeting for the upcoming year."