Josh Martin

If I understand the facts correctly, a vote was taken and, based upon a review of the video recording of the meeting, it appears that one member's vote was recorded incorrectly. We are told that "This has been written into the minutes," and it is not clear what exactly was written in the minutes and why. It is also not clear whether this error would have made a difference in the result (whether the motion was adopted or lost). At this time, it is too late to correct the member's vote or the vote count overall. "A member has a right to change his vote up to the time the result is announced; after that, he 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)." (RONR, 11th ed., pg. 408) "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 (p. 251, ll. 3–23), 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." (RONR, 11th ed., pgs. 408-409) While I understand that in this case, the member's vote was recorded incorrectly (rather than the member changing his mind), the fact remains that such items must be addressed at the time. It isn't quite clear what is recorded in the minutes (or why) regarding the vote. In the ordinary case, the minutes simply note whether a motion was adopted or lost. If a counted vote is ordered, the count is recorded. The only instance in which the votes of individual members are recorded are if a roll call vote is ordered by the assembly or required by rule. If that is the situation, it may be prudent in the future to have a "recapitulation" of the roll call vote in order to address such corrections. It is, however, too late to do that now (see above). "The chair, at his or her discretion, may direct, or the assembly may order, a "recapitulation"—a procedure in which the secretary calls out the names, first, of the members who voted in the affirmative, second, of the members who voted in the negative, and third, of the members who answered present, with the chair calling for any necessary corrections to each category after the names in that category have been called." (RONR, 11th ed., pg. 422) It appears that it may still be in order to order a recount, but this won't help, because the count isn't the problem - the vote was recorded incorrectly to begin with. "A recount may be ordered by the voting body, by a majority vote, at the same session at which the voting result was announced, or at the next regular session if that session is held within a quarterly time interval (see pp. 89–90). A recount may also be ordered at a special session properly called for that purpose, if held within a quarterly time interval of the session at which the voting result was announced and before the next regular session." (RONR, 11th ed., pg. 419) As to the two questions specifically asked - whether it is in order to adopt a motion to Reconsider or to amend the minutes - neither of these is appropriate. A motion to Reconsider is not in order because the time limits for this motion have passed. A motion to amend the minutes is not appropriate for this purpose because the minutes are not actually in error. The minutes correctly reflect how the votes were recorded. If the member's vote had been correctly counted, and the Secretary simply made an error in transcribing the vote in the minutes, that would be one thing. My understanding, however, is that the member's vote was incorrectly counted, and the minutes correctly reflect how the member's vote was counted. As to what is the proper course of action, it seems to me that it depends on the specific circumstances. If the motion was adopted, and the change in the member's vote would cause it to have been defeated, the proper course of action is to make a motion to Rescind, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. If the motion was defeated, and the change in the member's vote would cause it to have been adopted, the proper course of action is to renew the motion (or in other words, to simply make it again). If the member's vote would not have made a difference, but the vote was taken by roll call and the concern is that the member's vote is accurately reflected, I think the proper course of action would be to add a marginal notation to the minutes to the effect of "Upon review of the video record of the meeting, it was determined that Member A actually voted [for/against] the motion, however, it was too late to change the vote." If the member's vote would not have made a difference, the vote was not taken by roll call, and the members' individual votes are still included in the minutes for some reason, the proper course of action is to remove the votes of the individual members from the minutes. If the member's vote would not have made a difference, the vote was not taken by roll call, and the members' individual votes are (correctly) not included in the minutes, then there is no problem at all and no action needs to be taken. While this is an accurate description of how the minutes are corrected, it is not clear to me that the minutes are, in fact, in error. As a result, I do not think that "correcting" the minutes is the proper course of action. As far as I can tell, the error was in how the member's initial vote was recorded, and my reading of RONR is that it is now too late to correct that error.

What consequences should come from the President's actions will be up to the organization to determine. As for what consequences could come from his actions, one possibility would be to remove the President from office. The procedures for doing so are discussed in FAQ #20. It should also be noted that, in addition to any consequences that may (or may not) be levied against the President, meetings called without notifying all members are invalid, and any business conducted at such invalid meetings is null and void. So if the board did in fact agree to the President's suggestion to remove these board members, the removals are null and void and the individuals in question are still members of the board (even if the board otherwise has the authority to remove board members under your rules).

Yes. I do not advise adopting such a rule, but the organization is free to adopt a rule of this nature in its constitution if it wishes. The constitution takes precedence over RONR. "Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." (RONR, 11th ed., pg. 10) "In general, the constitution or the bylaws—or both—of a society are the documents that contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. In the ordinary case, it is now the recommended practice that all of a society's rules of this kind be combined into a single instrument, usually called the "bylaws," although in some societies called the "constitution"—or the "constitution and bylaws," even when it is only one document. The term bylaws, as used in this book, refers to this single, combination-type instrument—by whatever name the particular organization may describe it" (RONR, 11th ed., pg. 12) "Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." (RONR, 11th ed., pg. 14)

I don't think you're missing anything. This all sounds correct to me.

No (assuming the reporting member is a member of the assembly and the committee consists of more than one person, both of which are generally the case). Well, I would first note that the term "business meeting" in this context is a little ambiguous, because the meetings of the church council and of committees are also business meetings. My understanding, however, is that by "business meeting" you mean a business meeting of the general membership of the church. In any event, it depends on whose committee this is. If this is a committee of the general membership of the church, then the committee reports to the general membership of the church. The committee is free to bring its ideas to the council prior to reporting to the general membership if the committee wishes, but the committee is under no obligation to do so. If, on the other hand, this is a committee of the council, the committee would report to the council which would, in turn, report to the membership.

The latter. Based on the facts provided, no recommendation will be made to the Board of Supervisors. Assuming there is nothing in the organization's rules to the contrary, the Board of Supervisors can still act on its own on this matter if it wishes.

The board may modify and then approve the policy change.

I'm not quite certain what the amendment means. Was there a rule in the bylaws which prohibited this previously? No rule in RONR prevents a husband and wife from serving as officers or prevents someone from holding more than one office. In any event, it is certainly correct that amendments adopted unilaterally by the President are not valid and are null and void (unless the bylaws provide otherwise, which seems unlikely). This increasingly appears to be a matter for an attorney.

Based on the limited facts available, I am not comfortable making a blanket declaration that the association "should still be operating under the original by laws" or that the association is "starting from scratch." I will say the following regarding the various parliamentary matters which have been raised: There is a general statement that "meetings have been run out of order." This statement is too vague to know what effect, if any, this would have on the validity of business conducted at these meetings. Generally speaking, a Point of Order (and an Appeal, if necessary) must be raised at the time of the violation. Some violations, however, are so egregious that they constitute a "continuing breach," in which event a Point of Order may be raised at any time during the duration of the breach. What exactly this means for the business conducted, however, will depend on the specific facts and circumstances. There is a general statement that "by laws [were] changed on the fly without taking the proper steps." Again, this statement is too vague to know what effect, if any, this would have on the validity of the bylaw amendments, as explained above. To the extent that the violations of the proper steps constituted continuing breaches, this would mean that those amendment(s) would be invalid. Conceivably, this could mean that an older version of the bylaws would still be in effect. I suppose it is even conceivable (although one hopes it would be unlikely) that every amendment ever adopted to the bylaws has such a breach, and in such an event this would mean that the association "should still be operating under the original by laws," but that is not a conclusion to jump to. Rather, the circumstances around each of the amendments adopted would need to be carefully reviewed. There is a statement regarding "going through audio recorded minutes for the monthly meetings over the past 7 years." It should be clarified that while RONR notes that audio recordings may be helpful to the Secretary in drafting the minutes, the audio recording itself is not the minutes, which are a written record of the business conducted at the meeting (and, if taken properly, will contain a great deal less information than the audio recording). As a result, there is no such thing as "audio recorded minutes." There is a statement that "very few meetings were called to quorum." I am not entirely familiar with the phrase "called to quorum," but if this statement means that some meetings did not have a quorum present, that is potentially a continuing breach. RONR notes, however, that due to the difficulty in determining the presence of a quorum at a meeting in the past (especially those which may have taken place years ago), a Point of Order regarding the lack of a quorum may only be given retrospective effect if there is "clear and convincing proof" that a quorum was not present at the time. Ultimately, the assembly will determine what constitutes such proof. To the extent that the assembly determines that there is "clear and convincing proof" that a quorum was not present for a particular meeting (or portion of a meeting), then action taken during that meeting (or portion of a meeting) are null and void unless later ratified by the assembly at a regular or properly called meeting with a quorum present. The fact that "minutes have never been voted in to record" is problematic because the minutes serve as the official record of the assembly's meetings. This error should be corrected as soon as possible, by approving draft minutes of older meetings (or recreating them from the audio recordings first, if the draft minutes do not exist), and by approving draft minutes in a timely manner in the future. The fact that minutes have not been approved (or even if they have not been taken), however, has no effect on the validity of the business conducted at the meetings. So based on all this, it seems exceedingly unlikely that the association will be "starting from scratch," since I rather doubt it is the case that the assembly has managed to screw things up so badly that every action it has ever taken has a violation in the nature of a continuing breach (and that there is sufficient proof of this in every case), but it may well be the case that certain actions taken by the assembly (including, potentially, amendments to the bylaws) are null and void. The rest of these matters are not parliamentary in nature and are beyond the scope of this forum, and involve questions which should be directed to an attorney and/or an accountant. I would also add that, even if it is desired to delve into the parliamentary issues further, it may be necessary to hire a professional parliamentarian who can give the issues the full time they deserve, since delving into what is alleged to be numerous issues over the span of seven years may be a bit beyond what this forum can offer. The National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals.

Depending on the circumstances, however, a member who wishes to make a Request for Information does not necessarily need to seek recognition for that specific purpose. If debate is in order at the time, and no one currently has the floor, a member could simply seek general recognition by rising and stating "Mr. Chairman," and the member could then use the floor for any valid purpose or combination of purposes, including asking a question. I think this is the most applicable situation regarding the OP's question. He said his question was regarding "the case when the person to whom the question is posed is not in the middle of a speech." I assumed by this he meant that no one currently has the floor (not that the member is asking a question to someone other than the person who has the floor, or that a member has been granted the floor but has not yet begun to speak). I further clarified that my response assumed that debate was otherwise in order, however, since it could be that debate has been ended by the Previous Question, or that an undebatable motion is pending, and in such cases debate would not be in order even although no member has the floor. Certainly, there are cases in which a member will need to seek limited recognition in order to ask a question - such as when another member has the floor, or when debate is not in order. In those cases, the member would not be able to speak in debate. The example as written in the text assumes a situation in which limited recognition is necessary. This does not mean, however, that a member must always seek limited recognition in order to ask a question.

As others have pointed out, the annual meeting must still be held. As you say, it will not be possible to obtain a quorum. Even if one person shows up, however, this still satisfies the requirement of holding the meeting, even although the assembly won't be able to do much business (such as elections) at such a meeting. The meeting could even be held at that person's home. The assembly can still take certain actions, however, such as adopting a motion to establish an adjourned meeting to meet at the call of the president (or the board, if the board can meet electronically). I advise this as opposed to setting a specific date, since it is not known at this time when it will be safe for the organization to meet again. (Alternately, the meeting could just be immediately adjourned.) The second question is what to do about the elections. Your bylaws provide that the board members "hold their positions for one year or until their successors are elected." They also provide that the board has "the power to fill a vacated position of the BOD and can meet electronically." Based on these facts, the proper solution to this problem so far as RONR is concerned is as follows: 1) The board members currently in office continue serving. 2) None of the board members are required to resign, but if they do so, the board can fill the resulting vacancies. One possible solution to still involve the membership would be to informally gather the opinions of the membership by some means, whether by a ballot or through an informal electronic meeting, with the understanding that the board will take those opinions into account in having board members resign and replacing them with people chosen by members through these means. Since these are informal, however, such choices are not binding upon the board. There may also be a solution through North Carolina law, but that is a question for an attorney, not for this forum.

That's not how that works. Of course, as you note, the ultimate way to resolve an ambiguity in the bylaws is by amending them, and this follows the rules for amending the bylaws. These should be specified in the bylaws themselves, and if not, it requires a 2/3 vote with notice or a vote of a majority of the entire membership. The only other manner in which an ambiguity in the bylaws may be resolved (albeit not as satisfactorily as by amending the bylaws) is by means of a Point of Order, followed by an Appeal if necessary, regarding the particular language in question if and when a conflict regarding that language arises. In the situation discussed here, for instance, it would presumably arise when a member makes a motion to reschedule the upcoming annual meeting for a different date. Another member raises a Point of Order, alleging that the motion is out of order because the bylaws specify that the annual meeting is held on the second Tuesday in April. The chair rules the point not well taken and explains his reasoning, presumably something similar to what Mr. Honemann has stated here. The member who raised the Point of Order then moves to Appeal from the decision of the chair. This motion is seconded, and the assembly could then proceed to debate the merits of the appeal, and ultimately vote on whether to sustain the ruling of the chair. So there are not separate votes "to establish that an ambiguity actually exists" and "to decide how that ambiguity should be resolved." There is just one vote which decides both questions. How to interpret the assembly's decision (and therefore whether amendments to the bylaws are necessary) might depend on the specific facts. Let's suppose I am a member of such an assembly. I think I would interpret the following two scenarios very differently. Scenario A: After the Appeal is pending, the chair repeats his reasoning. The mover and seconder explain why they disagree with the chair's reasoning. Another member or two speaks agreeing with the chair's reasoning. After this, it quickly becomes apparent that no one else intends to speak in opposition to the chair's ruling. The assembly proceeds to a vote and the assembly overwhelmingly votes to sustain the chair's ruling. Based on these facts, I might conclude that the assembly has determined that no ambiguity exists, and that the precedent from this ruling should be sufficient to govern this question in future cases. Scenario B: After the Appeal is pending, the chair repeats his reasoning. The mover and seconder explain why they disagree with the chair's reasoning. The debate continues for some time, with numerous members speaking on both sides. The assembly proceeds to a vote and the chair's ruling is either sustained or overturned, but in either case the vote is extremely close, with only a few votes making the difference. Based on these facts, I might conclude that it is clear that there is ambiguity as to the meaning of this provision in the minds of the assembly (whatever my personal opinions on it might be), and therefore it would be prudent to instruct the bylaws committee (or a special committee appointed for the purpose, if no such committee exists) to draft amendments clarifying this language in the bylaws. For what it is worth, I am inclined to agree with Mr. Honemann and others that there is no ambiguity in the language as written. The language in question concerning the annual meeting which is alleged to create the problem merely states that "The regular meeting on the second Tuesday in April shall be known as the annual meeting." This language is quite plainly stating the regular date for the annual meeting and stating which of the regular meetings of the society is the annual meeting, not providing an exception to the assembly's authority to reschedule meetings. While I can see how someone who was looking for some loophole to force the society to meet on this date might look at this language as a means of accomplishing this end, I do not believe any reasonable person who was seeking to truly understand the meaning of this provision in context would come to such a conclusion.

Assuming that debate is otherwise in order at the time, I think the answer to all of these questions is "yes." In the general case, when a member has been granted the floor, he may use it for any valid purpose or combination of purposes. That would seem to include asking a question and speaking in debate, in either order. The only limitation on this would be the limits on the member's time in debate. The rule clearly states that the question, and the answer, are taken out of the speaker's time. "When assigned the floor, a member may use it for any proper purpose, or a combination of purposes; for example, although a member may have begun by debating a pending motion, he may conclude by moving any secondary motion, including the Previous Question (16), that is in order at the time." (RONR, 11th ed., pg. 378) No. The only limitations on the content of the question (and the answer) are the same as the limitations on debate - that they must be within the bounds of germaneness and decorum. As for length, if the member is also speaking in debate, then the rules are clear that the question and the answer count toward the speaker's time. As a result, the combined total of the questions, answers, and speeches cannot exceed the total time permitted for the member to speak in debate (which is ten minutes, unless the assembly has adopted its own rule on the subject). If the member is also speaking in debate, then this obviously counts as one of the member's speeches in debate. On the other hand, if a member gains the floor and only asks a question, then generally I do not think this counts as a speech in debate. I think the rules on content are still the same. There are no clear-cut limitations on length in this instance, but I think the chair can (and should) use his best judgment to ensure that in these instances, the request for information is being used for its intended purpose of asking a question and receiving an answer rather than as a backdoor to gain more time to speak in debate. In these instances, I think the member's ability to ask follow-up questions without yielding the floor is also at the sufferance of the chair and the assembly. In applying these principles, the chair might look at such factors as how long the first question and answer took, whether the second question appears to be one which may be asked and answered quickly, and whether other members are seeking recognition. Members have a right to ask questions, but they do not have a right to monopolize the floor for this purpose.

No, I don't think it would be appropriate to provide a screenshot of three full pages of a copyrighted work. You should get a copy of the full book yourself. Also, I hope by the "abbreviated version" you mean Robert's Rules of Order Newly Revised In Brief and not one of the third party knockoffs out there. I will provide the paragraph which is most relevant to your original question. "A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion." (RONR, 11th ed., pg. 467)

Well, specifically what was said is that "Normally Members refrain from raising new business in our AGMs, so the presiding officers were not prepared for handling the situation..." (emphasis added) So I don't know that it is the case that the organization generally does not conduct business at all. Rather, it may be that the organization generally does conduct business at its meetings, but it is customary to provide notice of the business to be introduced in advance (even although it is not strictly required). Alex M. also correctly notes that in some societies, the membership generally conducts only the business which is exclusively reserved for the membership, such as elections and amendments to the bylaws. The proposed rules, however, do not in fact prevent "future occurrences of members making decisions and conducting business at their own meetings." Rather, they require members to provide notice of business to be introduced in advance of the meeting, and it would seem that business which has proper notice is conducted in the usual manner. Some of the rules also address how to handle business which does not have proper notice. The stated intention for such rules is not only to allow the board to be prepared, but to allow members of the society to be prepared. Such rules really are not that unusual, especially for large organizations which only meet annually or less. Whether such rules are in the best interests of the organization will be up to the membership to determine. I missed that detail. One hopes it was just a typo. If the organization is, in fact, trying to have multiple persons preside simultaneously, I agree that this practice should be ceased immediately. In my experience, ordinary organizations vary widely in this regard. Some have highly active memberships, some follow the model Alex M. describes, and some fall somewhere in between.

I'm sure the members of this forum would all enjoy the 12th edition for some light summer reading. My guess, however, is that this is likely not possible. I understand that, in these unusual times, some things (books, movies, TV shows, etc.) have been (or will be) released early (even very early) because such things are often ready well in advance of their release date, and the release date is scheduled for the purpose of maximizing PR and sales. My understanding has generally been that for RONR, however, the new edition is released when it is released because that's when it's ready.

No, this is not acceptable (unless your bylaws support this arrangement, and if they do, your bylaws would need to specify how this works). There is no method in RONR for two people to "share" a membership on a board. I suppose the board could elect one of them and then invite the other to attend meetings. The board could even suspend the rules to permit the other person to speak in debate. Only the person who is actually the board member, however, would have the right to vote. Alternately, you could just elect both of them as board members. If there are two seats available and the board isn't struggling to meet its quorum requirement, that arrangement should work just fine.

Yes. "If a member is uncertain of the effect of an action proposed for unanimous consent, he can call out, "I reserve the right to object," or, "Reserving the right to object, ..." After brief consultation he can then object or withdraw his reservation." (RONR, 11th ed., pg. 55)

I see no reason why not. My understanding is that the methods of appointment discussed on pgs. 493-496 are the most common methods used, but are not necessarily intended to be an exhaustive list. Well, first, just don't adopt an incomplete motion to commit and you won't have to worry about that. I would think, however, that methods of appointment other than those listed would fall after all listed methods in the order.

From the facts provided, it seems like in parliamentary terms, nothing whatsoever happened. These are the things that should have happened, but it doesn't seem to me that they did. I concur with Mr. Lages that, based upon the facts provided, the motion should be automatically taken up under Unfinished Business. Yes, but the key words are "When a proposal is perfectly clear to all present." It does not seem to me, from the facts provided, that what was being proposed was clear to anyone. If the proposal was perfectly clear to all present, then the OP wouldn't need to be asking this question. We are told that "In discussion it was clear that the Board had a couple of questions that needed resolution and we could vote after that occurs," but this in and of itself does not appear to be a proposal which is perfectly clear to all present, as there are a number of parliamentary solutions which could be used to accomplish this objective. Could there be value in some cases in stating what didn't happen? If the minutes simply state that the motion was made and seconded, and then the minutes move on to the next topic, this would seem to lead to some confusion about what did (or did not) happen with this motion. Perhaps, however, in cases such as this such confusion is appropriate.

I see no reason why not. If the agenda is not adopted, it is not binding, notwithstanding the assembly's erroneous custom to the contrary. As a result, I see no reason why Member C could not make this motion, even although it interrupts the "agenda." In the event the assembly actually adopts the agenda (which I would note is amendable, so this could be added to the agenda prior to the other items), then it may be necessary to suspend the rules in order to introduce the motion in question.

The board has no authority to adopt any of these proposals. The membership could adopt some or all of these proposals. The first three could be adopted as special rules of order or by amending the bylaws. Adopting a special rule of order requires a 2/3 vote with previous notice or a vote of a majority of the entire membership. Your bylaws should specify how they may be amended. The last one might require an amendment to the bylaws, since RONR provides that absentee voting is not permitted unless authorized by the bylaws. A special rule of order might suffice if absentee voting in the manner described is already authorized in the bylaws. As to the question of which of these proposals (if any) should be adopted, that is ultimately a question for the organization to decide for itself. I would personally suggest, however, staying away from the second and fourth proposals, as these introduce some very odd concepts which are foreign to the common parliamentary law (a motion being reconsidered by a different assembly, and a motion being ruled "out of order" which is then subsequently debated and voted on via asynchronous electronic means). The other two proposals may or may not be in the best interests of the organization, but they at least seem to be workable.

No, unless your bylaws grant the President the authority to do these things.

No. All members of the board have the right to attend and be notified of meetings of the board.

No. "In most societies it is customary to hear reports from all officers (47, 48), boards (49), and standing committees (50) only at annual meetings. At other meetings the chair calls only on those who have reports to make," (RONR, 11th ed., pg. 355) No, he could appoint members to special committees too, but they would need to be created by the assembly first. Yes. The President can't appoint anyone to a committee which doesn't exist. I think it would be necessary to review the exact wording of the rules in question to make a definitive answer, but generally I am inclined to think that if a standing committee sends out cards for certain purposes as a part of the committee's duties, this does not prevent the creation of a special committee which has the duty of sending out cards for different purposes.