Josh Martin

I don't agree with the premise that it is not in order for the member to make a motion to add New Business at a later time. For starters, they're technically two different motions - one is a subsidiary motion to Amend and the other is an incidental main motion to Amend Something Previously Adopted. Even if a motion to amend the agenda to add New Business after its adoption was defeated, however, I still don't think that this would prevent a member from making the same motion at a later time in the meeting. The rules pertaining to renewal of motions provide the following: "A main motion, or a motion for the same amendment to a given motion, cannot be renewed at the same session unless there is a change in wording or circumstances sufficient to present substantially a new question, in which case this becomes technically a different motion." (RONR, 11th ed., pg. 338, emphasis added) That is, a motion with identical wording can potentially become a new motion due to a change in circumstances. It seems to me that a motion to add New Business to an agenda may well be such a motion. In a similar manner, if an incidental main motion to recess for 30 minutes is defeated, this does not mean that another incidental main motion to recess for 30 minutes would be out of order several hours later (by which time the members might be ready for a break), even although the wording of the two motions is identical. In any event, however, it is correct that another means by which the member could obtain his objective would be to move to Suspend the Rules to permit the introduction of the particular motion he has in mind. There is no doubt that this is a different question than the original motion to amend the agenda. Not only have the circumstances changed, and not only is it an incidental motion to Suspend the Rules rather than a subsidiary motion to Amend, but the two motions don't even do the same thing. Amending the agenda to include New Business as a heading would have permitted the introduction of any items of New Business, whereas the proposed motion to Suspend the Rules would permit the introduction of only the particular main motion in question. I would note, however, that since we are told that this is done "just prior to adjourning the meeting," this poses some additional difficulties. If the assembly has previously scheduled an adjournment on the agenda (and that is why the assembly is now about to adjourn), the member will need to first deal with that before being able to make other motions. If there is some other reason the assembly is about to adjourn in this hypothetical scenario, please clarify. "It should be noted that a special order does not interfere with a recess or adjournment that is scheduled for a particular hour. When such an hour arrives, the chair announces it and declares the assembly in recess or adjourned, even if a special order is pending that was made before the hour of recess or adjournment was fixed. When the chair announces the hour, anyone can move to postpone the time for adjournment, or to extend the time of considering the pending question for a specified period. These motions are undebatable and require a two-thirds vote (see also pp. 232, 240–41)." (RONR, 11th ed., pg. 370)

This sounds like a question regarding IRS rules, not RONR, so it seems to me the question is beyond the scope of RONR and this forum. It may be advisable to consult an attorney, an accountant, or both. To the extent that the question involves what "conflict of interest" policies exist within RONR, the text provides the following: "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." (RONR, 11th ed., pg. 407)

The President was certainly incorrect if he was suggesting that the candidate needed to be present in order to be elected. "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) Although it seems possible that no one was present, which might be a bigger problem. Do the organization's bylaws authorize meeting in this manner?

I might suggest focusing solely on the cumulative voting rather than getting into an argument over the other issues (which I think are less clear-cut), but yes, that would be the correct course of action. The chair would then rule this point well taken (meaning he agrees) or not well taken (meaning he disagrees) and would explain his reasoning. A member could then Appeal from the chairman's ruling, and if this is seconded, that would place the decision in the hands of the assembly. After debate, the vote is taken on the question "Shall the decision of the chair be sustained?" A majority vote in the negative is required to overturn the chair's ruling. Assuming that the assembly concludes that the election is null and void, it could then proceed to conduct a new election.

I concur with my colleagues that I have never seen this term used in place of "Secretary." In addition, this term does not seem to be an accurate description of the position. The primary definition of this term appears to be a person who makes documentary films, which is not generally part of the job description of the Secretary. It appears that there is a less common definition of "an expert analyst of historical documents." While this is perhaps a bit closer, this is still not really what the Secretary does. I generally do not see much variation in this title. Organizations do seem to come up with all kinds of creative terms for the President/Chairperson, but "Secretary" seems to be used fairly consistently for the officer charged with maintaining the records of the organization.

If the organization desired to permanently adopt a special order of business which did not include New Business, that would require a special rule of order. If this was done, the organization could subsequently adopt agendas without New Business by a majority vote. The organization could, however, adopt an agenda for the current meeting which does not include New Business by a 2/3 vote (the same vote required to suspend the rules). This would, however, need to be done at each meeting. (Technically, each session). In my view, it would be preferable to adopt a special rule of order (since it seems the board desires this to be a permanent rule), but the board could continue to adopt such an agenda at each meeting by a 2/3 vote if it prefers. It should be noted that adopting an agenda which does not include New Business, in and of itself, would not prevent members from introducing items of New Business after all items listed on the agenda had been completed (at least, not due to any rule in RONR - the rule in your bylaws might be interpreted as providing otherwise). The assembly could, however, adjourn immediately after completing all items on the agenda, either by adoption of a motion to do so or by specifying as much on the agenda. "At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required (see also p. 264, ll. 14–28)." (RONR, 11th ed., pg. 372)

But that's exactly my point. Depending on the society, "secure" might not be a big concern for them. For many societies, the stakes will be somewhat lower and, as a result, less likely to be the target of nefarious actors.

To be fair, security concerns for the average society may be slightly different than security concerns for public elections.

The words "in order to be eligible for a position" indicates that the requirements in question are requirements for both service and election, in my view. I don't know how it could be a requirement for neither.

Oh, a reasonably incompetent chair could have botched things just as well at an in-person meeting. I don't think anyone here would argue with the proposition that it is preferable to meet in person (especially for larger assemblies). RONR is clear, however, that (provided that such meetings are authorized in an organization's bylaws), "A group that holds such alternative meetings does not lose its character as a deliberative assembly (see pp. 1–2) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area." (RONR, 11th ed., pg. 97) The fact that some organizations do a terrible job of holding such meetings does not change this rule. The Point of Order should have been acknowledged immediately at the time it was made. This is obviously not how that process works. It essentially looks like the meeting fell into complete and utter chaos. Among other things... 1) The chair apparently did not call for debate on the proposed rules (as required), which is what started the mess that followed. 2) A Point of Order was repeatedly called and not acknowledged by the chair. 3) Since I'm just seeing the text comments, I don't know if the Point of Order was eventually ruled on. If it was, then it was problematic that the chair ignored the Appeal. If the chair didn't rule on the Point of Order, it makes sense to ignore the Appeal, since there was no ruling to appeal from. There are other procedures to use if the chair simply ignores the Point of Order, which are discussed in RONR, 11th ed., pgs. 650-651. 4) While it sounds like some motions were made prior to the vote, it also sounds like some motions may have been made during the vote, which is not in order. when a vote is in progress, no interruptions of any kind are in order - even a Point of Order or Appeal relating to the vote would need to wait until the vote was over. 5) It appears that numerous members "spoke" without seeking recognition. 6) There seems to be a suggestion that the question was called at some point? It should be noted that the motion for the Previous Question requires a second and a 2/3 vote for adoption, and is not debatable. If adopted, debate immediately ends. This can be made at any time during the debate, and theoretically could be made and adopted before any debate whatsoever has occurred. It's not clear from the transcript what exactly happened in regards to this motion.

I don't actually know that the "two specific times" is of much comfort, since in my view the two reasons the rules may be suspended are still quite broad. Additionally, this only limits the reasons the rules may be suspended, not what rules may be suspended. The fact that the motion requires "a unanimous vote to the members present and eligible to vote," on the other hand, does make me feel a little better, as this should at least prevent the society from suspending the fundamental rights of the members who are present (although the rights of members who are absent have no such protection). Personally, when this rule is amended, I would focus on protections regarding 1) what rules may (and may not) be suspended and 2) what vote is required for suspension, rather than creating vague "reasons" why the rules may be suspended, which ultimately will be subject to interpretation. Instead, whether a rule should (or should not) be suspended in a particular instance can be left to the society's judgment. I certainly agree that a lack of candidates, in and of itself, is not an emergency. I suppose it is conceivable that a lack of candidates could, in certain cases, be the result of an emergency, but that does not seem to be the case here. So it doesn't seem to me to be in order to suspend the rules for this purpose and in this instance on the basis of the "emergency" clause. Potentially, however, it could be argued that the lack of candidates may be "necessary in order to avoid financial loss to the company," especially if the positions which are lacking candidates are of particular importance to the company's operations. Ultimately, of course, these are questions for the society to resolve. (Of course, since a unanimous vote is required anyway, I suppose a single member could block the suspension if he does not believe that it meets the criteria.) Yes, I expect that is what was meant. Yes, I understand that, but the rule in your bylaws doesn't seem to say anything about the suspension lasting only for the duration of the meeting. RONR says that, but your rules take precedence. It does say that the suspension expires "with the immediate action of the Company." Potentially, one could argue that the "immediate action" in this case is the election, and that the rules could be suspended for this purpose. On the other hand, one could argue that the breach of the bylaws would continue for as long as these persons are serving and, as a result, the rules could not be suspended for this purpose (since the rule does not permit a longer suspension). Again, this is a question the society will have to resolve for itself. (Of course, since a unanimous vote is required anyway, I suppose a single member could block the suspension if he does not believe that it meets the criteria.) I don't personally find this argument to be terribly persuasive, but I would agree that the rule is not entirely unambiguous in this regard.

Your bylaws take precedence over RONR. If a provision in your bylaws allows for any rule in the bylaws to be suspended, then it seems to me the rule means what it says. The text in RONR assumes a rule which permits a particular provision in the bylaws to be suspended, but the text in RONR does not (and cannot) prohibit an organization from adopting a suspension clause in its bylaws with broader application if it wishes to do so, since the bylaws take precedence over RONR. I would advise that if the organization desires to keep this rule, it should at least amend it to create certain exceptions - that is, certain rules in the bylaws which cannot be suspended. Since the bylaws contain the most fundamental rules of the society, the ability to suspend any rule in the bylaws could conceivably allow the society to do just about anything, including such problematic actions as depriving individual members of the fundamental rights of membership. Well, I have not actually seen the rule in question, but I am generally inclined to think that (much like the motion to Suspend the Rules in RONR) the motion suspends the rules to the extent necessary to accomplish the objectives stated in the motion, not that it suspends the bylaws in their entirety, based on Principle of Interpretation #2. (Unless, of course, the provision unambiguously states that it suspends the bylaws in their entirety.) "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) I would argue that an interpretation that the rule allows for the society to "suspend the bylaws in their entirety" essentially renders the bylaws in their entirety to be absurd, so I generally would not be inclined towards that interpretation. Frankly, I think this actually understates the scope of the problem. Keep in mind that the bylaws define the most fundamental characteristics of the society, including its members and even the society's existence. Being able to suspend any rule is bad enough, but being able to suspend every rule is a whole other ballgame. I don't think this is a good idea for two main reasons. The bylaws work as a cohesive whole, and it isn't desirable in my view to require the society to identify the specific articles, sections, and subsections the society intends to suspend. It also potentially leads to very complicated questions for the President to resolve as to the effect of particular sections being suspended. Rather, if the society chooses to keep this "catch-all" suspension rule, it should provide that the rules are suspended to the extent necessary for the specific purpose identified in the motion to Suspend the Rules. This is how Suspend the Rules works in RONR, and it works pretty well. Additionally, as I have noted previously, I think this notion of suspending all the rules (or large portions of them) is only part of the problem. The other issue is that allowing the suspension of any rule in the bylaws is, in itself, problematic. If the society desires to keep this rule, it would be prudent to provide some exceptions. It will ultimately be up to the society to determine whether this authority is "too broad." If the society wishes to keep this rule, I at least suggest placing some limits on it, as noted above. Well, first of all, these rules can be suspended if the bylaws say they can, since the bylaws take precedence over RONR. Nonetheless, if "The whole reason this section was brought up is... the eligibility requirements for officers," then maybe the rule should be removed and the society should adopt a rule specifically regarding suspending the eligibility requirements for officers (or as you suggest, simply amend the eligibility requirements themselves).

Yes, unless your organizations's rules provide otherwise. Some organizations do impose a "waiting period" before reapplication if an application for membership is rejected, but there is no such rule in RONR. No, because nothing was adopted. The motion to admit the member was defeated. Therefore, it may be renewed - or in other words, simply made again (under the same rules as the first time).

What is the answer to the above question? The answer is: It doesn't, unless the committee is specifically authorized to conduct business by email or if the committee's members can unanimously agree. For starters, committees cannot meet electronically by any means unless authorized to do so. What level of rule is required to authorize this depends on how the committee was established. "As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings." (RONR, 11th ed., pg. 98) Secondly, when RONR discusses "electronic meetings," this suggests meeting by a technology which (at a minimum) allows members to hear each other at the same time, which email does not. RONR does not recommend adopting rules which permit conducting business by email. "It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law." (RONR, 11th ed., pg. 98) There is, however, one potential workaround in the case of a committee... but only if all members of the committee agree. "In the case of a committee, however, if it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of its members." (RONR, 11th ed., pg. 503)

As the rule clearly states, after the agenda is adopted, it may only be amended by a "two-thirds vote, a vote of the majority of the entire membership, or unanimous consent." If all of the members of the assembly are present (which may be more likely in a small board), however, and all of them vote, a vote of a majority of the entire membership and a majority vote are the same thing. Is that what you're getting at?

So far as RONR is concerned, the world is neatly divided into members (who have all of the rights of membership) and non-members (who have none of the rights of membership). If an organization mucks about with that neat divide by creating some sort of quasi-member, the organization will need to carefully interpret its own rules on that matter to determine what rights such persons do (and do not) have. RONR, 11th ed., pgs. 588-591 includes some Principles of Interpretation which may be of assistance in this regard. In particular, Principles of Interpretation #6 and #8 seem relevant. In the long run, it would be prudent for the organization to amend the bylaws to either remove these quasi-members or, in the alternative, clearly delineate what rights they do (and do not) have.

That's great, but this forum is for questions about Robert's Rules of Order, not for selling books. I understand there are other websites and physical stores for that purpose. Best of luck to you.

The rule on pg. 372 does not say, however, that such an agenda cannot be adopted at all, but that doing so requires a 2/3 vote. "At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required (see also p. 264, ll. 14–28)." (RONR, 11th ed., pg. 372) If the assembly has an established order of business that includes New Business (such as the standard order of business), adopting an agenda which does not include New Business would require a 2/3 vote. It is not entirely clear, however, whether this rule would apply in this particular situation, as the organization has a rule requiring the board to have an agenda for each meeting, and requiring this agenda to be posted 7 days in advance (although the agenda remains subject to amendment). The rule on pg. 264 reads "At a regular meeting of an organization that has an established order of business, the assembly cannot, even unanimously, vote to dispense with that order of business (in the sense of voting, in advance of the time when it adjourns, that the order of business shall not be gone through at all at that meeting)." (RONR, 11th ed., pg. 264) I do not think, however, that adoption of an agenda which would remove New Business but would otherwise follow the established order of business would mean that the assembly has determined "that the order of business shall not be gone through at all at that meeting." What I have always understood this provision to mean is that an assembly may not adopt a motion to Suspend the Rules such that there would now be no order of business for the meeting, and any items of business could be introduced at any time (and in any order). It does not seem to me that the rule would prohibit an assembly from adopting an agenda which removes one or more of the headings in the established order of business.

Well, the important thing to understand is that any agenda which is prepared in advance is not, in fact, the agenda unless and until it is adopted by the assembly. So unless your rules provide otherwise, nothing can really be added to the agenda in advance of the meeting, since only the assembly can adopt (and amend) the agenda. With that said, it certainly is customary in many assemblies which use an agenda to have some officer (such as the President or Secretary) prepare a proposed agenda in advance. No rule in RONR requires the officer who prepares such an agenda to agree to requests made by members to add items to it, but no rule in RONR prohibits it either. In any event, the assembly will ultimately decide what is on the agenda, at the meeting.

The rule so far as RONR is concerned is that if an agenda is to be used (which is probably unnecessary for a board which meets monthly as the standard order of business would likely be suitable), it is approved at the start of the meeting, and items can be added at that time by majority vote. Items could also be added after approval by a 2/3 vote or a vote of a majority of the entire membership (of the board). In other words, items can be added zero days in advance.

Well, I am saying that the vacancy will not, in fact, occur until the end of June. I don't think, however, that there is anything in RONR which prevents preemptively filling a vacancy. So in my view, the board could fill the vacancy now or wait until the end of June as it wishes. (Although it almost is the end of June, so it's very possible the board won't meet before the end of June anyway).

I don't know, it's your rule.

I suppose it might depend on the exact wording of the bylaws regarding the board's ability to fill vacancies, but generally I would say that this should be filled the same as any other vacancy. "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. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election. 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) Based on these facts, it would seem to me that the election is "final" at the time the officer originally was notified of his election and did not decline. As a result, if he subsequently resigns, this would cause a vacancy at the time which he would have taken office, and this vacancy could therefore be filled in the manner provided in the bylaws.

RONR does not get into the definition of the word "copies." RONR does, however, have the following to say about sending notices. "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice." (RONR, 11th ed., pg. 89) So while it is ultimately up to the organization to interpret its own bylaws, it would seem to me that (unless the organization's rules provide otherwise), these copies could be sent either by postal mail, or by electronic communication (such as email)... provided that members have agreed to receive the copies by that method.

Agreed. I think what Mr. Kapur is getting at, however, is this rule. "When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings." (RONR, 11th ed., pg. 94) Therefore, considering a motion at a regular meeting and at two adjourned meetings might not suffice for the organization's "three readings" rule. Maybe the organization should just consider getting rid of that rule, or at least amending it to broaden the exceptions. That might be easier than trying to invent creative workarounds.