Josh Martin

There is no such thing as an "acting" President unless your rules so provide. So far as RONR is concerned, you're either the President or you're not. In the President's absence, the Vice President would preside over meetings, but would not gain any other authority that your rules grant to the President. The body which has the authority to fill vacancies is the body with the power to accept resignations. If the board has this authority, then the board would be the proper body to accept the resignation. It's not clear whether the resignation was presented at a board meeting or if the President just met with two random board members. If the latter, it seems highly doubtful they had the authority to accept (or refuse) her resignation. The body with the authority to act on this matter could accept or refuse the resignation. As a practical matter, however, you can't really force someone to continue serving, so there generally is not much point in refusing to accept a resignation unless the intent is to remove the person from office instead. She is still the President and has all of the authority of that office. RONR does not grant the President control over "any and all reports, email account, etc." but it is possible that your rules do. No rule in RONR provides a mechanism for the President to "step away" from the position or provides that a person loses their office due to moving to another state. RONR provides no responsibility for the board in this regard. There is no rule in RONR which requires that the President be "kept in the loop" on business or that emails be sent to the President. I don't quite know what this refers to, but as I have noted above, the President retains any authority that your rules provide to this office. All that RONR provides for is for the President to preside over meetings. Yes, and the same amount of authority she normally has. RONR does not grant the President the authority to do these things. As a catch-all answer to almost every "Can the President do X" question, see below: "All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (RONR, 11th ed., pg. 456) This question relates not to RONR, but rather relates to New Mexico law. As a result, the answer to this question is beyond the scope of RONR and this forum. The one thing I will say is that RONR requires minutes of all meetings, although keeping minutes is the responsibility of the Secretary, not the President. The rest of this appears to relate to the laws in question. It seems to me the best thing to do would have been to grant her request to resign. It may be prudent to ask the President to submit a new resignation, and then accept it this time. Failing that, I agree that the best thing to do would be to remove her from office. I suppose the organization will need to determine whether the issues involved with removing her are greater or less than the issues the organization is dealing with now.

I'm not necessarily certain that a motion to Rescind or ASPA is the appropriate tool. Generally, it seems to me that if a person is hired, that is a motion which is fully executed, and firing the person would be an ordinary main motion. Rescind or ASPA may be appropriate if the motion to hire the person specified that the person would serve for a particular period of time.

At the same meeting, or at the meeting on the next business day in a multiple day session. Yes, this is correct, and if this motion was adopted in February it's too late to reconsider the vote anyway. This doesn't necessarily mean there is no way for the member to accomplish their objective. I think we might need more facts about the situation to know what the proper tool is. Rescind seems like a reasonable guess. Could you clarify why this motion was adopted to begin with? Was there a time limit on the original appointments for these persons? Did the motion to keep these persons in their positions specify a length of time?

So far as RONR is concerned, the board may appoint any person it wishes to this position. Nothing in the rule you have cited appears to provide otherwise. RONR has no answer to the question regarding private information. That seems like a legal issue.

I suppose my curiosity is what exactly the concern is with the member's name being in the minutes. If there is some sort of privacy concern, I would note that (at least so far as RONR is concerned) only members of the board have a right to view minutes of board meetings, and board members already know the identity of the individual in question, so there seems to be no benefit in removing the individual's name from the minutes. If the issue is that the board has a custom that it makes its minutes available to others (such as the general membership or the public), then perhaps in this case a redacted version of the minutes could be made available in this manner, while the actual minutes (which would be accessible only to members of the board) would still correctly record the motion as it was actually worded. If the board is required by rule or law to make its minutes available to others, then there may not be a solution to the problem, unless the rule or law in question provides one. In any event, I concur with Mr. Honemann that as a parliamentary matter, it is not appropriate for the board to falsify its minutes, nonetheless, there is no way of actually stopping the board from doing so if that is what a majority chooses to do. It may also be prudent, however, to seek legal advice regarding this matter.

I think the question is how the minutes are supposed to record the motion to Adjourn, not the motion relating to the conflict. I get the impression that the member left (and the meeting lost quorum) before the motion relating to the conflict could even be made. It makes sense in any case and it is the proper way to record adjournment even in an ordinary situation.

I agree that the Principles of Interpretation are not exhaustive. I also agree that the particular principle of "to consider the most recent pronouncement or enactment of a legislature as the statement expressing the will or intent of the legislature" is a reasonable one for other societies as well and that RONR does not prohibit applying such a principle. Indeed, I think this principle is wholly in accord with the principle that "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." (RONR, 11th ed., pg. 588) I remain of the opinion, however, that the idea that the bylaw provisions are totally irreconcilable and that the conflict can only be resolved by ignoring one or the other of the provisions should be the last resort. If we accept that the phrase "may be made by the general membership" can only be interpreted as referring to the adoption of the amendments, then perhaps we should consider AFS1970's interpretation instead. This interpretation appears to rely on the Principle of Interpretation that "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (RONR, 11th ed., pg. 589) In this view, the rule referring to the bylaws being voted on at the annual meeting (rather than any regular meeting) is the more specific rule and is therefore controlling. This seems to resolve the conflict without requiring the assembly to ignore either rule and also has the advantage of being simpler than what I came up with. In this manner, it would seem the process would be much the same as the one I laid out earlier, but we'd skip Step 1.

I would note for starters that this is not the correct format for recording a motion in the minutes. In a situation where a motion is to be recorded in full in the minutes, the minutes would note "Mr. X moved that (text of motion). The motion was adopted." The seconder does not need to be recorded unless ordered by the assembly and the count is not recorded unless a counted vote is ordered. In addition, the privileged motion to adjourn is not a motion which needs to be recorded in full in the minutes. All the minutes need to record regarding adjournment is "The meeting adjourned at X:XX PM." None of the details surrounding the motion to adjourn are required. So a good solution would seem to be to strike everything you have regarding adjournment and insert "The meeting adjourned at X:XX PM." This will avoid dealing with the weird manner in which the motion was handled, and is also the correct way to record adjournment anyway. What you certainly cannot do is to "put it as (CARRIED), adding "All in Favour" to show those who were left were in favour of the adjournment." The minutes are a record of what actually happened, not what should have happened. While it is correct that, if everyone left, the meeting is now adjourned, that does not mean that this can retroactively be interpreted as the chair stating the question on the motion to adjourn without a second and a vote being taken on the motion.

Unless the bylaws provide otherwise, the officers take office immediately upon election. If the rules in RONR are controlling, the new members would control the meeting right from the start, and the former board members (including the former President) would have no role in the meeting. It is possible the bylaws have their own rules for when the new members take office, but it seems unlikely that those rules provide that they take office during the middle of the next board meeting. Some societies have a sort of "installation ceremony" if that is what you are getting at with the "changing of the guard," but the timing of this ceremony has no effect on when the new officers take office.

The situation above assumes that the members honestly acknowledge that a quorum was not present and that actions taken without a quorum are not valid until ratified. Due to the risks of leaving the actions unratified, the members will presumably seek to ratify the actions as soon as possible. A motion to Rescind is not necessary or appropriate because no motion was ever properly adopted by the assembly. Nonetheless, it is correct that failing to adopt a motion to Ratify, in and of itself, does not order whatever is necessary to undo the action (assuming this is possible) nor does it censure or otherwise discipline those responsible. If a motion to Ratify is defeated, it would likely to be desirable to take some follow-up actions to clarify next steps. If the situation is that there is not "consensus that the actions were improperly taken," then the proper course of action would be to raise a Point of Order that a quorum was not present at the time (which takes clear and convincing proof if done after the fact) and that, as a result, the motions adopted during the absence of a quorum are not valid. The chair will then rule on this point, and this ruling may be appealed from. The lack of a quorum does not make the meeting itself invalid, although if there is some reason the meeting itself was invalid (such as if the meeting was not properly called), the procedure would be the same. If this is not simply a hypothetical question, it may be desirable to post a new topic and provide the relevant facts for your situation.

No. After a motion has been stated by the chair, it belongs to the assembly, not the motion maker. The assembly will decide whether to adopt the amendment. It is debatable and amendable requires a majority vote for adoption.

I think it is, actually, because the motion to Reconsider is debatable while the incidental motion to Suspend the Rules is not. So if any member could move to Reconsider, this could end up wasting a lot of the assembly's time. If a member makes a motion to Suspend the Rules to permit the making of a motion to Reconsider by a member who did not vote on the prevailing side, however, the assembly can swiftly dispose of the motion if it wishes to do so. Additionally, the fact that the rule is intended to prevent the dilatory use of Reconsider does not necessarily mean all motions to Reconsider not made by a member who voted on the prevailing side are dilatory. The rule may be overinclusive.

They may or may not be fanciful depending on the specific circumstances. Yes, I fully understand why the rule itself is different. To go further and suggest that to Suspend the Rules in order to permit a motion for this purpose is dilatory, regardless of the circumstances of a particular case, seems like a stretch.

I am certain we are all in agreement that, in the ordinary case, the proper course of action is for members to persuade someone on the prevailing side to move to Reconsider. After all, it is generally the case that if no members on the prevailing side are willing to move to Reconsider, there is no chance of the motion to Reconsider being adopted, let alone a chance of a different result on the underlying motion. As a result, it certainly seems to generally be the case that a motion of this nature is dilatory. I think there are some situations, however, in which a different result could be obtained even although no members on the prevailing side are willing to move to Reconsider. This could occur because members who abstained from or who were absent during the original vote are willing to reconsider, however, there is no member who voted on the prevailing side who is willing to do so. It may be that there are enough such members that it could change the result of the original vote. In such cases, I am not clear on why a motion to Reconsider would be dilatory, since the motion is being used for its intended purpose of seeking to reconsider the vote rather than to obstruct the business of the assembly, and there is reason to believe that the motion to Reconsider (and the subsequent debate and vote to change the result on the underlying motion) may be successful. In addition, Reconsideration in this manner is permissible in committees. While it is certainly reasonable that there are different rules for committees than for full-fledged assemblies due to their differing sizes and objectives, it is not clear why such a motion would be in order in a committee but would actually be dilatory in an assembly. While RONR also generally requires a 2/3 vote for reconsideration in committees (unless all members who voted on the prevailing side are present), such a vote is satisfied here (even if some members who voted on the prevailing side left) because a 2/3 vote is required to suspend the rules. So I think it would be reasonable for the chair to request an explanation from the member making the motion to Suspend the Rules to permit a member who did not vote on the prevailing side to move to Reconsider, and the chair might (or might not) rule the motion out of order as dilatory based on that explanation and other aspects of the current parliamentary situation. I do not think, however, that it would be reasonable for the chair to categorically rule all such motions out of order as dilatory.

No. Quite the opposite - RONR specifically provides that fines cannot be imposed unless authorized by the bylaws. "Members cannot be assessed any additional payment aside from their dues unless it is provided for in the bylaws." (RONR, 11th ed., pg. 572) "Punishments that a society can impose generally fall under the headings of censure, fine (if authorized in the bylaws), suspension, or expulsion. The extreme penalty that an organization or society can impose on a member is expulsion." (RONR, 11th ed., pg. 643)

The exact wording of the rule is "amendments to the bylaws may be made by the general membership at regular meetings." The mere "making" of a motion, whether that motion is an amendment to the bylaws or anything else, does not adopt the motion. If the bylaws said "The bylaws may be amended by the general membership at regular meetings," I would agree with your position. I identified a meaning which does not render the other absurd. I agree, however, that if it is in fact correct that it is impossible to identify a meaning that does not render the other absurd, this rule offers no guidance. Okay, but even if we accept it is correct that the two provisions cannot be reconciled, it is not appropriate to "simply pick one and ignore the other." Such a choice should still be based on the Principles of Interpretation. If none of the other principles are helpful in this regard, the fallback would seem to be that "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." (RONR, 11th ed., pg. 588)

In the situation Dr. Kapur and others are referring to, the motion in question required a 9/10 vote for adoption, and the motion was defeated. In such a case, the prevailing side is those who voted against the motion, which was a minority of the assembly which was slightly larger than 1/10.

No such link exists. The only electronic version of the 11th edition is on CD-ROM. Get the Physical Book: https://robertsrules.com/book.html Get the CD-ROM: https://robertsrules.com/pdfs/Am-Legal-Robert-Rules-Order-Form-RRA-2019.pdf

Generally an organization has no qualifications whatsoever for the appointment of a Chairman Pro Tempore, but I agree that if for some reason the organization has such qualifications, such rules are in the nature of rules of order and could be suspended by a 2/3 vote. I expect the question, however, was regarding the permanent chairman of the organization, either the President or whatever title this organization uses.

Yes, I agree, and as I have noted, I believe the chair should have stated the question on the motion to adjourn without a second, for multiple reasons. It appears, however, that the chair instead declared the motion to adjourn dead for lack of a second. It's not clear what happened next, but I assume that eventually everyone left. This means that, for all intents and purposes, the meeting was adjourned. The OP's question is whether some notation regarding all of this needs to be made in the minutes of the next board meeting, and I think the answer is "No." As Mr. Mervosh has also pointed out, the entire situation could have been avoided in the first place if the member with the "conflict" had simply remained in the room, unless there is something in the organization's bylaws or applicable law which required him to leave.

An amendment is a motion. I don't see the problem. "If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws." (RONR, 11th ed., pg. 588) "When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning." (RONR, 11th ed., pg. 589) Both of these rules suggest to me that if an interpretation which allows the provisions to be read in harmony with each other is possible, then that interpretation should be used, even if the interpretation may be "a real stretch." Finally, some interpretation of the rules in question must be arrived at until the bylaws can be amended, since the society needs to know what the rules for amendment are in order to amend the bylaws. This interpretation seems to me to be the best interim solution.

Do your bylaws authorize voting by this method? Please elaborate on this statement. What in your rules makes you think that the rules provide for using "a more relaxed version of" RONR and what exactly does that mean?

A rule which requires a higher threshold for adoption for a particular motion protects a minority of a particular size in the sense that the motion may not be adopted by a threshold lower than what is required by the rule. If a rule requires a 90% threshold for adoption, then a motion to Suspend the Rules which sought to change the threshold for adoption would likewise require a 90% vote. This does not mean, however, that other motions related to the main motion likewise require a 90% vote for adoption. So no, I do not agree with Dr. Kapur's argument that if a motion requires a vote higher than 2/3 for adoption, then a motion to Suspend the Rules to permit a member who did not vote on the prevailing side to move to Reconsider the motion requires the same vote for adoption. The motion to Reconsider, in and of itself, does not adopt the underlying motion. It merely brings it before the assembly again for consideration. The rule which requires a 90% vote for adoption does not protect members from the motion being considered (or reconsidered).

It seems to me it is entirely possible to satisfy both requirements, at least depending on how the phrase "amendments to the bylaws may be made" is interpreted. If this refers to the actual making of the motion, the two provisions may be read in harmony with each other. In other words, in order to amend the bylaws, the following process would be followed: 1) The motion to amend the bylaws is made at a regular meeting of the general membership. No further action is taken on the amendment at this time. 2) The amendment is brought to a meeting of the Board of Directors for discussion. 3) The amendment is then posted for members to review at least 15 days prior to the annual meeting. 4) The amendment is voted on by the general membership at the annual meeting. Even to the extent that this interpretation is correct, however, this certainly is not the clearest language, so I would suggest the society amend the bylaws to clarify this language as soon as possible.

I don't think the threshold for adoption of the motion has anything to do with a motion to Suspend the Rules to permit its introduction.