Josh Martin

I disagree. If a motion is adopted "That the meeting adjourn to meet at the call of the chair," such a motion orders that an adjourned meeting be held. It does not grant the chair discretion on whether or not to call an adjourned meeting. It does, however, grant the chair discretion on the date, time, and location of the adjourned meeting. As noted previously, however, the only timing requirement in calling an adjourned meeting (except such requirements as the assembly may provide) is that the meeting must be held before the next regular meeting. As a result, if circumstances change such that holding an adjourned meeting is no longer desirable, the chair may call the adjourned meeting to be held immediately prior to the next regular meeting, at which time the assembly will presumably promptly adjourn in order to proceed with its regular meeting. I acknowledge that there may well be circumstances in which there is "a developing situation that might or might not require an adjourned meeting in order to deal with the situation before the next regular meeting." I have no objection to the assembly adopting a motion granting the chairman even greater flexibility in this regard if the assembly desires to do so. Perhaps such a motion could be worded as "That the meeting adjourn to meet at the call of the chair, if the chair determines that an adjourned meeting is necessary." This clearly indicates that the assembly's intent is to grant the chair flexibility in whether to call an adjourned meeting, rather than simply providing flexibility in when and where the meeting is held.

The term "waiving a rule" is not used in RONR. As a result, I am not entirely certain what difference, if any, there is between these terms. Perhaps you should ask the people who use this term what they mean by it and in what way it is different from suspension. Suspending a standing rule which has application in a meeting context may indeed be done for the duration of a meeting, and a motion to do so may be adopted by a majority vote. Such a motion is an incidental main motion and is therefore debatable and amendable. A motion to suspend the rules should generally specify what is the purpose of suspending the rules rather than specifying which rule(s) are suspended. I don't think it is possible to provide further guidance without having more information regarding the rule in question. "An ordinary standing rule, as the term is used in this book, is a rule that does not relate to parliamentary procedure as such and refers, for example, to such matters as the use of recording devices at meetings (see p. 18). Standing rules are adopted, as any ordinary motion, by a majority vote, and they may be amended by a majority vote with previous notice (see p. 306, ll. 24–31); they therefore can be suspended by a majority vote as they do not involve the protection of a minority of a particular size. Through an incidental main motion adopted by a majority vote, a standing rule can be suspended for the duration of the current session." (RONR, 11th ed., pgs. 265-266)

Unless your bylaws authorize email voting, it cannot be done. Even a unanimous vote of the board of directors is not sufficient. "It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." (RONR, 11th ed., pg. 423) There may, however, be another solution. What do your bylaws say regarding the term of office of board members? Additionally, what do your bylaws say about filling vacancies? Finally, if the bylaws are silent on filling vacancies, do the bylaws grant the board "full power and authority" to act for the society between meetings of the membership? Also, is the board capable of meeting at this time? If the bylaws do not authorize email voting, then all of this is moot. If the bylaws authorize email voting, then my second question is why people are voting "yes" and "no" in the first place. That is not the proper method of voting for an election, unless your bylaws provide for this method. Under RONR, members would vote for the candidate(s) of their choice. Setting aside the fact that the procedure used appears to be completely improper for at least two reasons, I would note that the board member who suggests that "only the yes votes and no votes" should be counted is correct. Votes which are not received are not "counted as abstentions," and even if they were, it must be understood that abstentions are also not counted.

I think the answer is still technically yes, but in that situation, the chair could fulfill the obligation by scheduling the adjourned meeting to be held immediately prior to the next regular meeting.

Yes. No. The bottom line is that the assembly ordered that an adjourned meeting be held on a specific date. The chair is obligated to call a meeting on that date and does not have the authority to contradict the decision of the assembly. It may well have been advisable for the assembly to not specify a date in order to grant the chair more flexibility in this regard, but at this point the chair is stuck with what the assembly adopted.

I think it could be amended for the purpose of increasing the authorized amount, as is contemplated here. I don't think it could be amended for the purpose of decreasing the authorized amount.

If RONR is not adopted in your bylaws, or otherwise adopted by the same vote required to adopt a special rule of order, the organization is not bound to follow RONR. It might still follow RONR by custom. "A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are. Most assemblies operate subject to one or more classes of written rules, however, that the particular body—or, sometimes, a higher authority under which it is constituted—has formally adopted." (RONR, 11th ed., pg. 3) "The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual. However, if the bylaws of a society do not designate a parliamentary authority, one may be adopted by the same vote as is required to adopt a special rule of order, although it is preferable to amend the bylaws." (RONR, 11th ed., pg. 16) "Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." (RONR, 11th ed., pg. 17) You do not technically "need" to, but it would be highly advisable. You need to list the authority that you want them to have. The only power that RONR grants the President is to preside at meetings. If you want them to have more power than that, you would need to specify that in the bylaws. So you'll need to determine whether the powers you have granted to the President are sufficient (and sufficiently detailed). Alternately, you might need to determine whether you've given the President too much power. The board also only has the authority granted to it by the bylaws, but I think you have the board pretty well covered, since the board is "hereby vested with all of the powers and authority of the Corporation itself, so far as not inconsistent with law, the Articles of Incorporation, or these Bylaws." The members who think that are clearly wrong. While your bylaws grant the President certain powers, he is still clearly subordinate to the board. For example, the bylaws provide that the President "shall see that all orders and resolutions of the board of directors are carried into effect." I also don't see anything in the President's powers which would indicate they "basically have dictatorial authority and their word is law." I don't think your bylaws are the problem in this regard. The problem is the President. If he continues to think "he can do whatever he wants," fire him and get a new President. See FAQ #20.

Yes, it will be necessary to amend the original motion, or to adopt a motion to Ratify the expenditure. Otherwise, whoever paid the expense is on the hook for the unauthorized $125.

I would first note that a motion to eliminate a group from the bylaws is clearly not within the scope of an amendment to simply change the group's name. So if the amendment to remove the group in question has not received proper notice, then it seems to me the amendment in question in not in order at all during this convention. If proper notice has been given of this amendment, however, I see no reason why there would be a need to wait a day to make the amendment. An amendment to remove the group still makes sense even although the group now has a different name. If both of these amendments receive proper notice, they should be arranged in a logical order, such that the most inclusive amendment is considered last so that it is the amendment which takes effect. In other words, the amendment to rename the order should be considered first, and the amendment to remove the order should be considered last. If for some reason this is not done, then I suppose the amendment to rename the order will need to be dropped, since an amendment to rename an order which no longer exists does not contain any rational proposition. "If notice is given of several amendments which conflict so that all cannot be given effect, the chair should arrange them in a logical order, much as in the case of filling blanks (12), generally taking the least inclusive amendment first and the most inclusive last so that the last one adopted is given effect. Such arrangement of the amendments can be altered by the assembly by a majority vote without debate. Adoption of such an arrangement by unanimous consent or a formal vote is not subject to a motion to Reconsider, nor may a later, separate amendment be offered as a substitute for a pending one. However, as already stated on page 592, all bylaw amendments of which notice was given should be considered, as a matter of the rights of their proposers, and a bylaw amendment is not dropped simply because it would conflict with one previously adopted. This procedure does not violate the normal parliamentary rule as might appear, because when any bylaw amendment is adopted, that amendment becomes a part of the bylaws immediately; and it is the bylaw language as thus amended, rather than the previous language, which any bylaw amendments subsequently considered would now propose to modify. If an amendment that has not been considered no longer presents a rational proposition because it was applicable only to language which has disappeared from the bylaws in this process, such a bylaw amendment must, of course, be dropped; but this situation should generally not arise if the amendments are taken up in proper order as indicated above." (RONR, 11th ed., pgs. 593-594) I don't know where you got this impression. I am not aware of any rule to that effect in RONR, and I certainly do not see such a rule in the section which addresses the procedure for considering conflicting amendments, which I have quoted above.

The assembly is free to adopt some separate document which explains the reasoning of why particular members voted the way they did if it wishes to do so. The minutes are not the proper place for such information.

Do your rules specify this? That is not the rule in RONR. Do your rules grant the chair the authority to do this? So far as RONR is concerned, the council would decide what is on the agenda. I would also add that, unless the council's rules provide otherwise, the fact that a motion is not on the agenda doesn't prevent the council from acting on it. I have no idea of knowing whether or not it is correct that the motion was related to an item on the agenda, since I don't know what the motion was or what was on the agenda, but I note again that unless the council's rules restrict it to only considering items on the agenda, it doesn't matter. Yes, there is a little-known motion called Reconsider and Enter on the Minutes. What would need to happen is that one of the members who opposed the motion would actually vote in favor of it. After the motion passes, the member would then move to Reconsider and Enter on the Minutes. (It can only be moved by a member on the prevailing side, which is why the member voted for the main motion.) This suspends the effect of the motion. Unlike an ordinary motion to Reconsider, this motion cannot be "called up" until a later meeting - and presumable Member B would be present at that meeting. A member would move to Rescind the motion. This requires a majority vote with notice, or a 2/3 vote or a vote of a majority of the entire membership without notice. Since your council seems to have high attendance, there might not be much difference between a majority vote and a vote of a majority of the entire membership. I would suggest you also check the council's own rules (and possibly applicable law, since it sounds like this might be a public body), as such rules take precedence over RONR.

It is correct that multiple nominations are allowed. It is not generally recommended to use a voice vote for contested elections, but it is correct that if a voice vote is used, they are voted upon in the order in which they were made. Finally, it should be noted that if a ballot vote is not required and there actually is only one nomination, no vote is taken at all. "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or "acclamation." The motion to close nominations cannot be used as a means of moving the election of the candidate in such a case." (RONR, 11th ed., pg. 443, emphasis added) "When there is more than one nominee for a given office in a viva-voce election—or in an election by rising vote or by show of hands—the candidates are voted on in the order in which they were nominated." (RONR, 11th ed., pg. 442) "It will be seen that, under the procedure just described, it is necessary for members wishing to vote for a later nominee to vote against an earlier one. This fact gives an undue advantage to earlier nominees and, accordingly, a voice vote is not a generally suitable method for electing the officers of organized societies." (RONR, 11th ed., pg. 443) It is, however, too late to correct these errors at this time. Generally, a Point of Order (and any subsequent Appeal) must be raised at the time that the violation occurs. "If a question of order is to be raised, it must be raised promptly at the time the breach occurs." (RONR, 11th ed., pg. 250) The Secretary is mistaken. The fact that it was ruled out of order is actually a reason why it should be included, since the chair's rulings and his reasoning are included in the minutes. "The body of the minutes should contain a separate paragraph for each subject matter, and should show: ... 10) all points of order and appeals, whether sustained or lost, together with the reasons given by the chair for his or her ruling." (RONR, 11th ed., pgs. 469-470) You should offer a correction to the minutes when they are pending for approval at the next meeting. Generally, such corrections are handled by unanimous consent, but if there is disagreement, majority rules.

The sentence "All committees shall be appointed by the President, unless other provisions are necessary" has no bearing on the question of whether the board can "dissolve that committee and reassign another committee to do the same job." The power to appoint carries with it the power to remove, so if the President has the authority to appoint members of committees, he could also remove some (or all) members of the committee and replace them with other persons. To dissolve a committee, however, would mean the committee no longer exists at all, and therefore, no persons may be appointed to it. How a committee may be dissolved depends on the manner in which the committee was established in the first place. Is the committee in question specified in the bylaws? If not, how was this committee created? I would also add that the President's power to appoint committees does not, in fact, grant him the power to appoint a "new committee." The power to appoint members to a committee is not the same as the power to create the committee in the first place. A rule of this nature only permits the President to appoint members to committees which already exist.

No. "A second merely implies that the seconder agrees that the motion should come before the meeting and not that he necessarily favors the motion. A member may second a motion (even if using the word "support" as indicated above) because he would like to see the assembly go on record as rejecting the proposal, if he believes a vote on the motion would have such a result." (RONR, 11th ed., pg. 36)

So far as RONR is concerned, I see no reason why not. So far as the rules in RONR are concerned, motions relating to a report may be (and often are) made immediately following the report. They could also be made during New Business, if desired. This certainly is not correct so far as RONR is concerned, partially because RONR does not use the phrase "action items." Regarding all of these questions, I would note that there may be something on these subjects in the school board's rules and/or in applicable law, and such rules will take precedence over RONR.

If the bylaws are silent on discipline, then the procedure used so far was certainly improper and the removal would be null and void. Removing a member from the society would certainly require disciplinary procedures. Removing a member from the board may or may not require formal disciplinary procedures (see FAQ #20), but in either event, if the society's membership elects the board members, only the society's membership may remove them unless the bylaws provide otherwise. Additionally, these procedures occur prior to voting to remove the member, not after. So it seems to me that, if the bylaws truly are silent on this matter, the person is still a member of the board and of the society and the member was absolutely correct that the board exceeded its authority by voting to remove her. The society could start over and try to remove her properly. I also concur with Mr. Mervosh that picking up a copy of the current edition would be advisable. To answer your question, however, yes, the investigating committee discussed in RONR is appointed by the membership of the society itself and reports to the membership of the society itself. No. The board lacks the authority to discipline members unless the bylaws grant it this authority. I don't think it is correct that "the Board can be the committee," although the society certainly could appoint an investigating committee which consists of some or all of the same persons who serve on the board. Correct. It refers to the society's membership, not the board alone. It does not mean that. The report is presented at a meeting of the society's membership. In the event that the society's membership chooses, after receiving the report of the investigating committee, to proceed with a trial, the society's membership may choose to either 1) have the society itself serve as the trial body (in which event all members have a right to attend the trial), or 2) appoint a trial committee to conduct the trial, in which event only members of the trial committee will have a right to attend the trial (although the trial committee may choose to permit other persons to attend if it wishes, or the society may instruct the trial committee on this matter). In the latter case, however, the trial committee makes a recommendation to the society rather than making the final decisions itself. This really is a very lengthy and complex process, however, and it should not be undertaken without reading the relevant pages in the current edition of RONR in their entirety (pgs. 654-669). It probably still would be advisable to consult a professional parliamentarian to guide the society through this process, even if it turns out that there is nothing pertinent in the bylaws on this matter.

RONR has no answer to this question. You already seem to have your answer - the board only has the power given to it by the bylaws. The board can make any decisions which are within the powers granted by the bylaws, and it cannot make any decisions which are not within the powers granted by the bylaws. If the bylaws are "very vague" in this regard, they should probably be amended to fix that, and it will ultimately be up to the society to interpret the bylaws in the interim. Whether it is "ethical" for the board to make certain decisions or whether the board "should" delay certain decisions, even although those decisions are within the board's authority, are not questions RONR has answers to.

If the society's membership elects the President, this is correct. In addition, the board would not be able to remove her even if the bylaws included the "or until their successors are elected" language. This language makes the process for removing officers easier, but the decision is still up to the society's membership. The only way for a board to remove officers elected by the society's membership is if the bylaws explicitly grant the board that authority. Yes, this is correct. Just to be clear, the "we" in this sentence is the same body which elected the President. These responses assume the bylaws are silent on the subject of removal. If the bylaws have their own rules on removal, follow those rules.

"Any standing rule of a convention (except one prescribing the parliamentary authority) can be suspended for a particular specified purpose by a majority vote, even if the rule required a two-thirds vote for its adoption. Under such a suspension, however, the applicable rules in the parliamentary authority prescribed by the bylaws (or by a rule of the convention) come into force—as if the standing rule had not been adopted." (RONR, 11th ed., pgs. 620-621) The treatment of rules of order adopted for the duration of a single session are discussed in the context of convention standing rules. In my view, the rules on that subject are not unique to conventions. They are equally applicable to rules of order adopted for the duration of a single session in other assemblies.

Yes, based on the facts provided, I still believe it is correct that "even if the Board is not in compliance with its number of members, it can still vote on resolutions." Notwithstanding this, however, it is completely unacceptable that the board has failed to fill vacancies for eighteen months, and now has a membership of thirteen when the bylaws require twenty board members. While the board is free to continue to conduct business in the interim, it should act to fill the vacancies as soon as practical. Continual failure to do so would, in my view, be grounds for disciplinary action against the board members by the society.

Technically, yes, but it may be more trouble than it's worth. The assembly could take one of the following actions: A member could move to adopt a rule of order for the meeting (or a portion thereof) providing that amendments shall not be in order on the motion(s) in question. Since a rule of order adopted for a particular meeting does not interfere with the freedom of each session, it may be adopted by a 2/3 vote without notice. The motion is debatable and amendable. Such a rule, however, may be suspended by a majority vote. While rules of this nature are discussed in the context of a convention (because this is the context in which such rules are most likely to be adopted), there is no reason they cannot be adopted in other assemblies. "Convention standing rules requiring a two-thirds vote for adoption (even individually) are, in principle, distinguished by the same characteristics as provisions which, in an ordinary local society or assembly, would need a two-thirds vote to be placed in effect for the duration of a meeting or session, or would require adoption as a special rule of order to continue in force from session to session (see 2). An example would be a rule limiting the time allowed for debate. Rules in this class are described by the term parliamentary standing rules in a convention as used in this book." (RONR, 11th ed., pg. 620) "Any standing rule of a convention (except one prescribing the parliamentary authority) can be suspended for a particular specified purpose by a majority vote, even if the rule required a two-thirds vote for its adoption. Under such a suspension, however, the applicable rules in the parliamentary authority prescribed by the bylaws (or by a rule of the convention) come into force—as if the standing rule had not been adopted." (RONR, 11th ed., pgs. 620-621) A member could also move to adopt a special rule of order providing that amendments are not in order on motions relating to particular subjects. This would require a 2/3 vote with notice for adoption, or a vote of a majority of the entire membership without notice. The motion is debatable and amendable. If adopted, the rule would have continuing force and effect at all meetings. Such a rule may be suspended by a 2/3 vote, or it may be rescinded or amended by the same vote required for its adoption. As you can see, it is pretty difficult to adopt these rules, and even then, it does not completely prohibit the assembly from adopting amendments. It might be simpler to just move the Previous Question on amendments if they are moved, and then vote the amendment down. If the members opposed to amendments have the votes for the strategies outlined above, they should also have the votes for this.

I'm not entirely sure what is meant by "Bylaws require a minimum of 20 board members," but I imagine it is the case that the bylaws provide a "range" of board members (such as "The board shall consist of between 20 and 30 members.") We frequently get questions that, if the board falls below the lower end of this range, does the board become unable to conduct business? It seems to me that (barring some very unusual language in the bylaws), the answer to this question is almost certainly "No." Keep in mind that many societies do not provide for a range of board members at all, but instead provide for a fixed number (such as nine members). Does this mean that in such a society, the board becomes unable to act if any vacancy ever occurs? That seems unlikely. Nor do I think it is likely that a society which provided for a range of board members intended for the board to become unable to act if it falls below the lower end of the range. Rather, the intent of such provisions is generally to permit the society to adjust the size of the board as needed (within the limitations of the range), not to change the effect of vacancies. Yes. I also don't really know what you mean by the "basic operations" of a board or why you think that to "bring resolutions and/or motions to the floor on matters affecting the association and then vote on them" is "beyond" the "basic operations" of a board. The vacancies should be filled as soon as it is practical to do so. There is no requirement, however, that the board's other business be delayed until the vacancies are filled.

I think there is ambiguity in the bylaws provision we have seen since it provides that "a majority (51%) of eligible delegates in attendance shall rule." Is a member who is registered with the credentials committee but is not present at the given time considered to be "in attendance" for the purposes of this rule? I don't know. This wording does not exactly match any of the "modifications of usual bases for decision" in RONR. If it is desired to clarify this rule, it would seem prudent to use one of the following, depending on what is intended: Strike the rule entirely and rely on RONR (in which event the requirement would be a majority of the delegates present and voting). Replace the wording with "A vote of a majority of the delegates present shall be required for adoption." Replace the wording with "A vote of a majority of all registered delegates shall be required for adoption." I don't know if there is ambiguity in the 2/3 rule in your bylaws since I haven't seen it. I also do not really understand this concern that "If we change numbers the entire meeting, we never get any work done." Can you explain further what the problem is?

In the ordinary case, a 2/3 vote requires 2/3 of the members present and voting. So in the circumstances described, it would be out of 19 at most, but it may have been less if some members abstained. If the member later arrived at the meeting, then it could have potentially been out of 20 if all members voted. Your bylaws may provide otherwise, but so far, no language from the bylaws referring to a 2/3 vote has been provided. I would also add that it would have been prudent for the credentials committee to present an updated credentials report at the start of the meeting rather than relying on a credentials report that was a week old.

For starters, I think there may be some confusion as to the meaning of the term "quorum." This refers to the minimum number of members who must be present in order to conduct business. It has nothing to do with the number of members required to vote in the affirmative for a motion to be adopted. If the organization's bylaws or the convention's rules have their own rules regarding quorum, those rules should be consulted. If those rules are silent, then if 20 members register with the Credentials Committee, the quorum is 11 (a majority of the 20 registered delegates). This would mean that if 19 members are present, a quorum is present. "As discussed below, most voluntary societies should provide for a quorum in their bylaws, but where there is no such provision, the quorum, in accordance with the common parliamentary law, is as follows: ... 3) In a body of delegates, such as a convention, the quorum is a majority of the number who have been registered as attending, irrespective of whether some may have departed. This may differ greatly from the number elected or appointed." (RONR, 11th ed., pg. 346) Assuming the rule in RONR are controlling, the quorum would still be 11 (a majority of 20). The rule specifically notes that the quorum is based on a majority registered as attending, "irrespective of whether some may have departed." Additionally, the fact that the member informs the Election Committee of this is of no consequence whatsoever, as the Credentials Committee is responsible for tracking the registrations and departures of delegates. As noted above, the fact that the member informed the election committee they were not voting is of no consequence whatsoever. So the member is free at any time to change their mind and vote later. The quorum doesn't change as delegates leave and re-enter, although it is possible that whether or not a quorum is present will change if enough delegates leave. This has nothing to do with the presence of a quorum. What the effect of "missing" delegates will have on the result of the vote appears to involve interpretation of your organization's bylaws. It is ultimately up to your organization to interpret its own rules. It appears the argument here is whether the words "in attendance" refer to the delegates who are in attendance at the convention or whether it refers to the delegates who are in the meeting hall at the present time. It is difficult to provide a concrete answer to this question since the wording here is unique and does not exactly match any wording used in RONR. It will ultimately be up to the society to interpret its own bylaws. RONR may provide some assistance in this regard with its Principles of Interpretation on pgs. 588-591 and in its discussion of Modifications of Usual Bases for Decision on pgs. 402-404.