Josh Martin

"Business Arising from the Minutes" is not a heading under the standard order of business. No. The motion which was laid on the table has long since expired. Yes. A motion which is laid on the table "dies" if it is not taken from the table by the end of the next regular meeting if that meeting is within a quarterly interval (about three months) or by the end of the same meeting if the next meeting is not within a quarterly interval. Since you say this was laid on the table at a meeting several years ago, it certainly expired. The motion may simply be made anew as a main motion under New Business.

We are told that the manner in which the director was removed is that some other board member claimed the board member was resigning, and based upon this claim, the board "accepted" this "resignation." It also later turned out this claim was inaccurate. I think there is no doubt, based on these facts, that the director was not properly removed. In addition to the issues regarding voting, it would seem to me that for any meetings where notice was required and notice was not sent to the proper director, those meetings and all business conducted at those meetings would be null and void. When notice is required, notice must be sent to all members for the meeting to be properly called.

Yes. Indeed, it is the chair's duty to do so. "If a motion is offered in a wording that is not clear or that requires smoothing before it can be recorded in the minutes, it is the duty of the chair to see that the motion is put into suitable form—preserving the content to the satisfaction of the mover—before the question is stated. The chair must never admit a motion that the secretary would have to paraphrase for the record. The chair—either on his own initiative or at the secretary’s request—can require any main motion (10), amendment (12), or instructions to a committee to be in writing before he states the question." RONR (12th ed.) 4:18 No.

I am not familiar with the term "gavel order," but in any event, officers must be recognized by the chair before giving their report.

I feel like I'm repeating myself, but I want to be crystal clear about this. We are told that a new bylaw "provides, the Association, Committees thereof, and the Board of Directors the ability to meet by telephonic, video, other conferencing process or electronic meeting tools." While we have not seen the exact wording of the rule in question, what this sounds like to me is that it authorizes meetings in which all members are meeting remotely. That is, every member is sitting at their own phone or computer and participating in the meeting in that manner, without any central physical location. It seems obvious on the face of it that at least for the purposes of such meetings, electronic voting is authorized, since otherwise I don't know how people are supposed to vote. What you seem to want is to also have the ability to hold meetings which are held with some persons present at a central, physical meeting location while also granting other persons the ability to remotely participate and vote in such meetings. It is not clear to me that such meetings are authorized by your bylaws, let alone that the association is required to hold all of its in-person meetings in this manner. So I think that if this is what you want, further amendments to the bylaws may be necessary. In other words, you may have opened the door, but possibly not as wide as you would like.

It depends on whether notice is required for board meetings (as presumably the improperly removed member would not have received those notices) and may also depend on whether a single vote could have affected the result of a particular action. I would also note that, even in the event that some (or potentially even all) actions taken by the board during this time are invalid, the board could Ratify some or all of those actions after this situation is sorted out, so it isn't necessarily the end of the world. Yes, the election of the new Director is null and void. It seems to me that this person would indeed resume whatever position they held previously. Yes, this is indeed a problem. A resignation may only properly be submitted by the resigning person submitting a resignation in writing to the Secretary or appointing power or by the person resigning orally at a meeting. Some other board member claiming that another board member wishes to resign is not a proper way to submit a resignation (especially since it turns out this claim was not accurate). So it seems to me that since the board accepted a resignation which was never properly submitted, the acceptance of the resignation and the subsequent appointment to fill the "vacancy" are null and void, and it may be that other actions subsequently taken by the board are null and void as well. After that is sorted out, the society may wish to take disciplinary action against one or both of the persons involved in this. Apparently a board member misrepresented another board member's wish to resign, which seems highly inappropriate to me. On the other hand, the board might also not want the "resigning" board member around anymore due to that member being "missing in action" for some time. This time, make sure to follow the procedure in your bylaws.

A member could, in my view, make a motion of this nature, however, such a motion is purely advisory and is not binding upon the chairman. So it might ultimately be necessary to go with the Point of Order/Appeal route anyway, depending on how stubborn the chairman is. I don't believe the fact that this is a special meeting poses any issue, since it seems to me this a motion which "may arise in connection with the transaction of such business or the conduct of the meeting." "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." RONR (12th ed.) 9:15

A proposed amendment to an existing constitution or bylaws is an incidental main motion. Specifically, it is a motion to Amend Something Previously Adopted.

No. A meeting continues to exist in the absence of a quorum, although only a few limited procedural actions can be taken. I would also be careful with the use of the word "reconsidered," which has a very particular meaning in parliamentary law. They are permitted to ratify their actions, yes. The motion to Ratify is debatable and requires a majority vote for adoption, and obviously this must be done when a quorum is present. The motion to Reconsider, however, is a particular motion in parliamentary law, so that's why you should be careful about using the word "reconsideration."

I would say that "written consent" means any form of communication reasonably interpreted to be in writing. I would think email and text messages are both certainly writing. I don't think anyone plans on approving something by Morse Code so I wouldn't worry about it. If you want to remove it because you are opposed to it on the merits, that's a separate discussion, but I don't think it's all that unclear. Alternately, if you think that only one form of written communication (for instance, email) should be permitted for written consent, the rule could be amended to clarify that. This really is not an unusual provision and is found in a great many organizations' bylaws and in various state laws.

Yes. Yes. Both the vacant officer positions and the vacant board seats must be filled as soon as practical, but the board can fill them in whatever order it wishes. Maybe, but not for the reasons you think. Was notice given (to the board members) of the elections for officer positions? If not, were all members of the board present? I think it would only be too late if all members of the board were present. Otherwise, failing to give notice would be a violation of a rule protecting absentees.

I concur with my colleagues that there is no parliamentary issue with the bylaws being called by some other name, however, I don't think it is a particularly good idea for the organization to simply call them "Rules." This is a general term which can refer to all sorts of different rules, and therefore this name would seem to lead to confusion.

Well, as I have previously noted, you have obviously approved electronic voting in some fashion, since you can't have an electronic meeting without some form of electronic voting. This does not necessarily mean, however, that the assembly has also authorized other means of electronic voting, such as members participating electronically in a meeting which is otherwise held in person, or votes being cast by electronic votes outside of a meeting (such as by email).

Generally I would say that "in person" refers to a person who is physically present. When reading a rule of this nature in conjunction with a rule which provides for "the ability to meet by telephonic, video, other conferencing process or electronic meeting tools," however, then it would seem reasonable to conclude that a person who is attending a meeting held electronically is considered to be "in person" for the purposes of the rule. Otherwise, the electronic meetings wouldn't work very well. Yes, I think it is obvious that if meetings can be conducted electronically, then electronic voting is permitted, at least at meetings which are held electronically. Otherwise the electronic meetings wouldn't work very well. If what you're trying to get is that the rule requires the organization to permit members to attend (and vote) electronically even at meeting which are otherwise held "in person," I'm not sure that's obvious.

I concur with Mr. Novosielski that no rule in RONR would suggest the chairman of a committee should abstain from voting on the committee's recommendations or otherwise step aside from participating as a member. I would also note that RONR does not have any procedure for an alternate to temporarily "step in" for a delegate. An alternate may only be upgraded to a delegate if the delegate relinquishes his position for the remainder of the convention (which generally would be done if the delegate was leaving the convention early). It may be, however, that the organization's rules provide otherwise on this matter.

RONR has no procedures regarding filing a "grievance" and does not use that term. RONR does have procedures for discipline and removal of members of the society as well as officers, including board members, which are discussed in Ch. XX of RONR. I'm not entirely certain if that is relevant to what you are referring to, although it doesn't seem to matter anyway since your bylaws have their own rules on this subject. Yes, your bylaws take precedence over Robert's Rules of Order.

It seems to me that write-in votes are not permitted, since the rule provides that "Only those applicants who apply in accordance with paragraph a. and b. above shall be eligible for election to the Board of Directors." It would seem that anyone written in would not have applied in accordance with paragraphs a and b and consequently would not be eligible.

Generally, it would seem to me that motions to amend an agenda would be as follows: To add an item to the agenda To remove an item from the agenda To rearrange items on the agenda To add, remove, or change a specific time for an item on the agenda No, none of these are in order. For one thing, all of these things are specific motions (the motions to Commit, to Postpone to a Certain Time, and to Postpone Indefinitely), not motions to Amend. More importantly, when the agenda is pending for approval, the business before the assembly is the agenda itself, which is a list of the items expected to come before the assembly, the order those items shall be considered in, and possibly also specific times at which certain items shall be considered. The items listed on the agenda are not before the assembly and cannot be acted upon. Members will need to wait until the particular item they wish to act on is pending in order to move to commit or postpone that item. No. These questions are so unusual for an agenda, however, that I wonder if you are actually asking about a consent agenda, which is a completely different thing, and these questions would then make a lot more sense. In such a case, you should refer to the special rules of order your assembly has adopted regarding the use of consent agendas. Alternately, perhaps the member who made these motions was thinking of a consent agenda.

If the result of the vote has not yet been announced, the member may simply inform the chair that they wish to change their vote. If the result of the vote has been announced, but the assembly has not yet moved on to the next item of business, the member may request permission to change their vote, and such permission may be granted only by unanimous consent. If the assembly has moved on to the next item of business, the member may not change their vote. "Except when the vote has been taken by ballot (or some other method that provides secrecy), a member has a right to change his vote up to the time the result is announced but afterward can make the change only by the unanimous consent of the assembly requested and granted, without debate, immediately following the chair’s announcement of the result of the vote (see below)... After the result of a vote has been announced, members can still propose or demand certain actions that may change the result. A member may raise a point of order regarding the conduct of the vote, demand a division of the assembly, move to retake the vote under another method, move for a recapitulation of a roll-call vote, or request unanimous consent to change his vote. With the exception of a point of order raised against a breach of a continuing nature (23:6–9), if any of these actions is to apply to a vote after the result has been announced, it must be taken immediately after the chair’s announcement, before any debate or business has intervened. For example, it is too late to take these actions after any member has been recognized and begun to speak in debate or to give a report or presentation, or after the chair has stated the question on a subsequently made motion, or after the chair has begun to take the vote and any member has voted on another motion that was pending." RONR (12th ed.) 45:8-9

I'm not entirely certain whether "delegate" is the correct word for this. The word "delegate," as the term is used in RONR, refers to a member of a convention. That does not seem to be the way the term is being used here. In any event, if a person who is not a member of a body wishes to make a presentation, the procedure would be for a member of the body to make a motion to grant permission for such a presentation to be made. If no motion is pending, a majority vote is sufficient. If the request is for the non-member to speak in debate, this would require a suspension of the rules, and would therefore require a 2/3 vote. In either case, the body may determine, in its own discretion, how long the person may speak. RONR has no special rules pertaining to how the nonmember would initiate this request. Generally, it would seem prudent to try to contact a member of the body regarding the presentation prior to the meeting. If this is a public body, it may well be that the body has its own rules on this subject, or that there are rules on this matter in state or local law, and if so, those rules should be consulted.

While I concur with Mr. Huynh that this will ultimately require interpreting the organization's own rules, I would generally think that if the motion specified that the member was suspended "until March 2021," then the motion means what it says and the suspension lasts until March 2021. Whoever has the authority to suspend members could presumably suspend the member for a longer period if desired, by following the relevant procedures in your organization's rules, but I do not think the suspension would be automatically extended on the grounds that "operations, functions, activities, etc." have ceased. March 2021 is still March 2021 regardless of what activities the chapter is doing.

Robert's Rules of Order says nothing of the sort. The Sergeant at Arms, as the position is described in RONR, does not have the right to enforce the assembly's rules, let alone to enforce ethical and honorable conduct. The responsibility of enforcing the rules falls to the presiding officer and to the assembly itself, and the responsibility of enforcing ethical and honorable conduct falls to the society's membership. The Sergeant at Arms may be called upon to assist the presiding officer in this regard, but it is not the right or responsibility of the Sergeant at Arms to attempt to enforce the assembly's rules on his own initiative. "A sergeant-at-arms (or warden, or warrant officer, as sometimes called), who, on the floor of the meeting hall, assists in preserving order as the chair may direct. In a convention or large meeting this officer may have charge of the ushers. He may handle certain physical arrangements in the hall as well, such as being responsible in some cases for seeing that the furnishings are in proper order for each meeting. In a legislative or public body that has the power to penalize or compel the attendance of its members, the sergeant-at-arms may have the duty of serving warrants or notices of fines, or of arresting absent members in the event of a Call of the House (40:13–16)." RONR (12th ed.) 47:40 In any event, the duties of this position are quite clearly defined in your bylaws, and those duties remain the same regardless of what the position is called. No. Indeed, it makes complete sense to me that a different title may be desired, since it seems that the duties normally associated with the Sergeant at Arms make up only a small portion of the duties of this position. The organization is not required to have a Sergeant at Arms at all, and even if it does have a person who performs some or all of the duties normally associated with the Sergeant at Arms, the society can call this position whatever it wants.

For starters, what exactly do your bylaws say regarding a quorum and regarding filling vacancies? If the bylaws are silent regarding filling vacancies, do the bylaws grant the board "full power and authority" to act for the club between meetings of the club's membership?

No, I don't think so. Yes, in my view, the motion to amend the agenda is considered separate from the merits of the main motion. Indeed, generally a motion to amend the agenda will not have sufficient specificity to determine whether the main motion would or would not be in order. Even if the agenda item is unusually specific, I don't think the motion to amend the agenda would be out of order on the grounds that the main motion which is expected to be made under that agenda item would be out of order.

Have the resignations been accepted?