Josh Martin

No. Once again, if your bylaws have their own procedures for discipline, those rules take precedence over RONR. The society (or the board) cannot pick between which process to be used - the process in your bylaws must be followed. I suppose that a "combined" version could be used to some extent, in the sense that the procedures in RONR could be used as guidance, to the extent that the procedures in your bylaws are silent on certain aspects of the process. For example, it is conceivable that a society's bylaws might provide that a "trial" is required but say absolutely nothing about how that trial is conducted, in which event the procedures in RONR may be of assistance. The society (or the board) could not, however, take any action which conflicts with the procedures in your bylaws. Yes, I agree that the manner in which the board handled this is extremely confusing. If the board's claim is that the board had the authority to remove this person under the procedure in the bylaws and that there is no appeal process under the procedure in the bylaws, they should have stuck to their guns on that. The bylaws take precedence over RONR. Nonetheless, the bylaws still take precedence over RONR, notwithstanding the fact that the board (perhaps erroneously) said they are "using RONR" for the disciplinary process. As I understand the facts, the matter is to be decided on by the Executive Board or a committee appointed by the board. Whichever of these bodies meets, only members of that body would vote. I would note, however, that there is no reason that the committee could not consist of board members, in whole or in part. I'd also note that the board and the committee seem to be in agreement on this matter, so there doesn't seem to be much to pursue for a challenge on this grounds. Your organization will be the ultimate judge of determining what its bylaws mean in this regard and resolving the apparent ambiguities and conflicts in these sections. It seems that one section might be referring to removal from the Executive Board and one section might be referring to removal from the organization, which might help to resolve the conflict. As previously noted, the manner in which this interpretation would arise would be for a member, at a meeting of the general membership, to raise a Point of Order that the board's removal of this member was improper and is null and void, stating the reasons why. The chair would rule on this point and provide their reasoning. A member may move to Appeal from the decision of the chair. If this is seconded, the decision would then be in the hands of the assembly. A majority vote is sufficient to overturn the chair's ruling. It should be noted that the question being decided on appeal is whether the board acted properly under the bylaws in removing the member, not whether members personally agree with the decision to remove the member on its merits. As previously noted, the society may also wish to amend the bylaws if the society feels that the bylaws are unclear and/or if the society feels that the bylaws grant too much power to the board in this regard. The process in the bylaws is controlling, regardless of any statements the board has made to the contrary.

While I concur with those who say that the President should indeed enforce the rules relating to gaining recognition, I don't know that this really helps matters much in the long run. Presumably, the member will learn to correct his actions after the first few times he is called to order, and he will jump up and say "Mr. Chairman!" rather than jumping up and saying "I move to adjourn!" and then we're back where we started.

Information on the motion to Ratify may be relevant. See RONR, 11th ed., pgs. 124-125. I would also advise taking a look at Official Interpretations 2020-1, 2020-2, and 2020-3, each of which are related to the difficulties organizations are having conducting business during the pandemic.

If the bylaws state "It is understood that the above is a list of the most common problems that arise from time to time and are set forth in order for all members to be aware of same. However, it is also understood that any other disturbance or problems caused by members that would or could result in defacing the image of the organization, its members, guests, the public property of the organization or anything pertaining to same will be subject to a fine or dismissal from the organization to be decided on by the Executive Board or Committee appointed by same," then those rules take precedence over anything RONR says on this subject, and those rules must be followed. I have not seen the wording of the rule that "the by-law clearly states that for her first offense she should get a warning letter," but that rule will need to be followed as well. To the extent that these provisions, taken together, are ambiguous or in conflict, the society will be the ultimate judge of what the bylaws mean. The society may also wish to amend the bylaws if the society feels that the bylaws are unclear and/or if the society feels that the bylaws grant too much power to the board in this regard.

No rule in RONR provides that officers other than the presiding officer (and the parliamentarian, if there is one) should not vote. As a result, they are free to vote. I am not aware of any specific citation to this effect, but RONR is clear that voting is a right of membership. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings." (RONR, 11th ed., pg. 3)

Correct. As I have explained above, however, there are tools available for the member to at least briefly explain the motion they wish to make. If a majority nonetheless still wishes to adjourn, however, there's nothing the chair can do to stop it.

The President can and should recognize the member for the purpose of briefly describing the motion she wishes to make. After doing so, the member who made the motion to adjourn might choose to withdraw it. If not, a vote would still be taken on the motion to adjourn (assuming that it is seconded). "Although the privileged motion to Adjourn is undebatable, the following parliamentary steps are in order while it is pending: • to inform the assembly of business requiring attention before adjournment; • to make important announcements; • to make (but not to take up) a motion to reconsider a previous vote; • to make a motion to Reconsider and Enter on the Minutes (pp. 332–35); • to give notice of a motion to be made at the next meeting (or on the next day, in a session consisting of daily meetings) where the motion requires previous notice (see pp. 121–24); and • to move to set a time for an adjourned meeting (9, 22) if there is no meeting scheduled for later within the same session. Any of the above steps that are desired should be taken care of earlier, if possible; but there may sometimes be no such opportunity, particularly in a convention or a session of several meetings that is following an adopted agenda or program (41), or in cases where a meeting of an ordinary society adjourns before completing its regular order of business. If any matters of the types listed above arise after it has been moved to adjourn, the chair should state the facts briefly, or a member who rises and addresses the chair for the purpose should be allowed to do so—or to make the necessary motion or give the desired notice—before the vote is taken on the motion to Adjourn. If something requires action before adjournment, the member who moved to adjourn can be requested to withdraw his motion." (RONR, 11th ed., pgs. 238-239) No, I don't think this would be appropriate. I suppose what the President could do is state "A motion to adjourn has been made. The chair notes that there are a limited number of actions in order while a motion to adjourn is pending, including informing the assembly of business requiring attention before adjournment." This would inform members of their rights while not expressing an opinion on whether the assembly should or should not adjourn. Presumably, this would only be necessary a few times, and after that members would be aware of their rights in this regard. It is correct that the privileged motion to adjourn is not debatable, however, there are a limited number of steps which may be taken while the motion to adjourn is pending, one of which is to inform the assembly of business requiring attention before adjournment. The President has very little authority to control adjournment. The President may declare a meeting adjourned without a vote in three very specific circumstances: The assembly has completed its entire order of business and when the President asks if there is any further business, no one responds. The assembly has previously scheduled a time for adjournment and that time has arrived. There is an emergency, such as a fire, and it would endanger the members' safety to take the time to vote on adjournment. In other cases, the assembly determines whether to adjourn. The privileged motion to adjourn is not debatable or amendable and requires a majority vote for adoption. The President has no authority to prevent the assembly from adjourning.

RONR recommends the term "Executive Committee" for the "board within a board," to avoid confusion. It appears your organization, however, has a Board of Directors which consists of 12 members, and also has an Executive Board which consists of the President, Vice President, Secretary, and Treasurer. At meetings of the Executive Board, only members of the Executive Board have a right to attend. The Executive Board may permit others to attend if it wishes (such as the Director). At meetings of the full Board of Directors, any member of the board may attend. Again, the board may (at its discretion) permit others to attend if it wishes. A board certainly could (and often does) enter executive session by unanimous consent, so the fact that you have "never heard a vote to allow" is not necessarily a violation of any rules. As to whether it is "cause for alarm" that the Executive Board regularly meets in executive session is a matter of opinion.

In the standard order of business, Special Orders is after the reports of committees and before Unfinished Business and General Orders. If the organization is using an agenda, then the agenda may be amended when it is pending for adoption. A member offers the desired amendment, another member seconds it, and the change is debated and ultimately voted on. A majority vote is required for adoption. The agenda may also be amended after adoption, but in those cases a 2/3 vote would be required to adopt the amendment. The National Association of Parliamentarians and the American of Institute of Parliamentarians provide referral services. https://www.parliamentarians.org/prp-search/ https://www.aipparl.org/find-a-parliamentarian/

It seems to me the answer to this question will require a review of the organization's rules involving members needing "credit" for attending meetings. No such rules exist in RONR.

The National Association of Parliamentarians and the American of Institute of Parliamentarians provide referral services. https://www.parliamentarians.org/prp-search/ https://www.aipparl.org/find-a-parliamentarian/

The installation is purely ceremonial and can occur whenever the society pleases. As to when the election becomes final and the officers are responsible for their duties, RONR does not have a direct answer to this question because this process of "the eboard elects officers which are then ratified by the members at the next general meeting" is a creation of your bylaws and is frankly rather unusual. Generally, however, I am inclined to think that in these circumstances, the officers would take office upon ratification, unless the bylaws provide otherwise. In the ordinary case, officers take office immediately upon election unless the bylaws provide otherwise. RONR also provides, however, that the motion to ratify is used when an action cannot become valid until approved by the assembly. This would suggest that the officers would not take office until the election is ratified, and may even suggest that the election is not final until that time. "An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline." (RONR, 11th ed., pg. 444) "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." (RONR, 11th ed., pg. 444) "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, 11th ed., pg. 124) Matters which are specified in the bylaws to occur at a particular meeting are special orders. "Matters that the bylaws require to be considered at a particular meeting, such as the nomination and election of officers, may be regarded as special orders for the meeting and be considered under the heading of Special Orders in the order of business." (RONR, 11th ed., pg. 357)

I think this is mostly correct. I think there are two important additions. The first is that it is extremely common for requests for any other privilege and/or questions of privilege to be handled by unanimous consent. Second, in the event the question does require formal action by the assembly, it is handled as a main motion which is debatable and amendable. Finally, since you have asked specifically about a question of personal privilege, it should be reiterated that the text notes that this rarely justifies interrupting the pending business. "The chair, even if he has assigned the floor to another person, directs the member to state his question of privilege. Depending on the case, the member then either (a) describes the situation briefly and asks that it be remedied, or (b) if he believes that the matter will require formal action by the assembly, makes a motion covering his question of privilege, and another member seconds it. The chair at his discretion can ask a member to put into the form of a motion a question of privilege that the member has stated as a request. Unless the point is simple enough to be promptly adjusted (as in the first example, below) or unless it is in the form of a motion and is not seconded, the chair rules whether the question is a question of privilege, and, if so, whether it is of sufficient urgency to warrant interruption of the existing parliamentary situation. From this ruling an undebatable appeal can be taken. If the motion made as a question of privilege is seconded, and if the chair admits it as such and decides that it should be entertained immediately, he states the question on it and proceeds as with any other main motion. When the question of privilege has been disposed of, business is resumed at exactly the point at which it was interrupted. If a member had the floor when the question of privilege was raised, the chair assigns him the floor again." (RONR, 11th ed., pg. 228) RONR provides examples of a question of privilege which would probably be handled as a simple request and also a question of privilege which would probably be handled as a formal motion. "The following is an example of a question relating to the privileges of the assembly that can be stated as an informal request and that can be routinely adjusted by the chair: Assume that, while an important speech is in progress at a meeting in a large hall with upper windows, workmen begin to operate jackhammers in an alley beside the building. Member A rises and interrupts, addressing the chair: MEMBER A: Mr. President, I rise to a question of privilege affecting the assembly. CHAIR: The gentleman will state his question. MEMBER A: Mr. President, I don't think we're going to be able to hear unless some of the windows are closed. CHAIR: Will one of the ushers ask the building engineer to have the windows closed on the left side. May we have the sound turned up a little until the windows are closed. The next example illustrates a question of the privileges of the assembly requiring a formal motion which interrupts pending business. In an ordinary society these occasions are rare, but in a convention or large assembly a situation of unforeseen complications may cause such a motion to become appropriate. Assume that, to hear a prominent speaker, an association has opened one of its meetings to the public. Because of the speaker's commitments at a later hour, his address was given first, preceding the business meeting—which was expected to be brief and routine. But Member X has surprised this meeting by introducing a resolution dealing with a delicate matter of obvious importance that may call for prompt action by the association. Member Y, sensing that consideration of this question should be kept within the organization, interrupts Member X's speech on the pending resolution by rising "to a question of privilege relating to the assembly." As directed by the president, he states the question of privilege: MEMBER Y: Mr. President, I believe this is a question we should consider in a closed meeting. With apologies to our guests, I move that the open portion of this meeting be declared ended and that our guests be excused. (Second.) CHAIR: The chair rules that the question is one of privilege to be entertained immediately. It is moved and seconded that [stating the question on the motion to go into executive session]. Debate or amendment follows, if needed; then the question is put to a vote. After announcing the result, the president expresses appreciation to guests. As soon as they have left, he states the resolution that was interrupted by the question of privilege, and recognizes Member X, who had the floor." (RONR, 11th ed., pgs. 229-230)

As I said, a member might raise a Point of Order, followed by an Appeal, arguing that the introduction of such letters after the trial has concluded violates the "appear and defend himself, and to be fairly treated" portion of this rule. Such a phrase, however, is certainly open-ended enough that it is open to interpretation, and it will ultimately be up to a particular society to determine what it means in a particular context.

This description seems generally consistent with RONR. The text recognizes that a question of personal privilege may relate to "charges circulated against a member's character." The text also notes, however, that such questions "even more rarely justify interruption of pending business." As a consequence, "the device of "raising" a question of privilege does not enter in." So I would still generally think that Request for Any Other Privilege would be the proper tool. A request of such a nature could still accurately be described as a question of privilege, but it would be introduced through the request rather than by the motion to Raise a Question of Privilege. "Questions of privilege can also be introduced while no motion is pending, either as requests or by being moved and seconded just as any other main motion; in that case, the device of "raising" a question of privilege does not enter in." (RONR, 11th ed., pg. 225) Additionally, if a member were recognized for such a question of privilege under RONR (regardless of the method through which it is raised), the resulting speech should be much shorter than one hour. The House's rules in this regard may well vary from RONR in some respects.

Yes, but presumably the individual members of the board are members of the association. So I don't really see a problem here. To me, the only important question is whether the amendment can be submitted. In my view, who is technically considered to be the proposer(s) of the amendment is a pointless argument. Say it's the board, or list the individual members of the board, or whatever. It doesn't matter. Agreed.

Generally, this would be a Request for Any Other Privilege. "When a member desires to make a request not covered by one of the four types explained above—as, for example, a request to address remarks or make a presentation while no motion is pending—he rises, addresses the chair, and, as soon as he catches the presiding officer's attention, states his request." (RONR, 11th ed., pg. 299) The short answer is "Probably not," although I am somewhat uncertain as I do not quite know what is meant by "If the member's address pertains to a personal privilege." I also am not familiar with the procedures of Congress or the Texas State Legislature in this regard. Questions of personal privilege as the term is used in RONR are actually quite rare (most questions of privilege are actually questions of privilege of the assembly) and questions of personal privilege generally do not justify interrupting pending business. Furthermore, the motion Raise a Question of Privilege would not be used if no motion is pending. "Questions of privilege are of two types: (1) those relating to the privileges of the assembly as a whole; and (2) questions of personal privilege. If the two come into competition, the former take precedence over the latter. Questions of the privileges of the assembly may relate to its organization or existence; to the comfort of its members with respect to heating, ventilation, lighting, and noise or other disturbance; to the conduct of its officers and employees, or of visitors; to the punishment of its members; or to the accuracy of published reports of its proceedings; etc. A motion to go into executive session (9) is a question of the privileges of the assembly. Questions of personal privilege—which seldom arise in ordinary societies and even more rarely justify interruption of pending business—may relate, for example, to an incorrect record of a member's participation in a meeting contained in minutes approved in his absence, or to charges circulated against a member's character." (RONR, 11th ed., pg. 227) "It is important to understand the distinction between the device Raise a Question of Privilege and the question of privilege itself. The point to be decided in connection with the former is whether a certain question shall be admitted for consideration with the status and priority of the latter. The "raising" of a question of privilege is governed by rules appropriate to the device's high rank in the order of precedence of motions. When a question of privilege is taken up after it has been raised and has been admitted by the chair, however, depending on the form in which it was introduced, it is handled as a request (32, 33), or it is treated as a main motion and is debatable and amendable and can have any subsidiary motion applied to it—regardless of whether it interrupted, or awaited the disposal of, the pending business. Questions of privilege can also be introduced while no motion is pending, either as requests or by being moved and seconded just as any other main motion; in that case, the device of "raising" a question of privilege does not enter in." (RONR, 11th ed., pg. 225)

RONR has no answer to this question. Since this involves contracts, it seems like a legal question.

For the benefit of others, this appears to be the thread the OP is referring to. In my view, a motion to Ratify would have the same requirements as the action being ratified. So if the bylaws "require a ballot vote with 75% of the votes cast in favor," then this would be required for ratification as well. The RONR Authorship Team recently released a document entitled Sample Rules for Electronic Meetings, which may be of assistance in developing rules for electronic meetings. It includes sample rules for several different options.

While I concur with Mr. Novosielski and Mr. Elsman regarding the rules in RONR on this matter, I would note that it is not unusual for an organization to adopt a special rule of order or rule in the bylaws of the nature the Director describes. It will ultimately be up to the organization to interpret its own rule on this matter. I agree that the rule as written is vague, and it doesn't help that the organization's agenda includes a heading for "Other Business," which would seem to suggest that items of "Other Business" may be raised at that time regardless of whether they are listed on the agenda. That seems to further complicate the meaning of the rule in question. I concur with Mr. Elsman that the simplest solution would be to rescind this policy altogether and follow the rules in RONR regarding the standard order of business. Failing that, it would be desirable to at least clarify the policy so that everyone knows what it means.

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.