Josh Martin

I don't quite understand what is meant by "if it is specifically outlined in the bylaws." If the removal is "specifically outlined in the bylaws," then it would seem you already have the answer to your question. Perhaps what is meant, however, is simply that the appointed member is "specifically outlined in the bylaws," but that the bylaws are silent regarding removal. In such a case, the situation is a bit more complicated, and depends on such factors as how and by whom the member was appointed, whether the position is considered to be an "officer," and if it is considered to be an officer, how exactly the term of office is defined.

The discussion was regarding a motion to limit or extend limits of debate (not a motion to suspend the rules), but in either event, these motions can have effect beyond the current meeting (but not beyond the current session). "An order limiting or extending limits of debate is exhausted: (1) when all of the questions on which it was imposed have been voted on; (2) when those questions affected by the order and not yet voted on have been either referred to a committee or postponed indefinitely; or (3) at the conclusion of the session in which the order has been adopted—whichever occurs first." (RONR, 11th ed., pg. 195) "Rules that have their application outside of the session which is in progress cannot be suspended." (RONR, 11th ed., pg. 264) I would add that since the organization appears to have a habit of adopting an agenda, another option would be to set specific times for each item in the agenda. The motion to Limit or Extend Limits of Debate is discussed in RONR, 11th ed., pgs. 191-197. Agendas are discussed in RONR, 11th ed., pgs. 371-375. Special rules of order are discussed in RONR, 11th ed., pgs. 15-17.

The article may or may not be correct as a matter of law, but I don't find it to be a very good description of these terms as a matter of parliamentary law. I prefer RONR's description which can be found in RONR, 11th ed., pgs. 12-15. More importantly, I don't understand why you think this information is relevant to the original poster's question, since nothing in the original post indicates that the organization has a separate constitution and bylaws. Rather, it seems the organization just has bylaws, as is most common in the present day and as RONR recommends.

Yes, it is entirely proper "to use RRO to censure the member for a comment that was considered inappropriate by many members." A motion to censure may be adopted separately from disciplinary procedures, in which event the motion to censure may be adopted for the same reasons as any other main motion - that is, for any reason(s) the assembly deems appropriate. Even if the member were to be censured as a part of formal disciplinary procedures, RONR notes that a member may be formally disciplined for conduct "tending to injure the good name of the organization, disturb its well-being, or hamper it in its work," and further notes that "In any society, behavior of this nature is a serious offense properly subject to disciplinary action, whether the bylaws make mention of it or not." (RONR, 11th ed., pg. 644) It seems to me that "a comment that was considered inappropriate by many members" could reasonably be considered to be conduct of this nature. So unless the organization's rules explicitly state that members may be disciplined (or censured) only due to violations of the code of conduct, I believe the organization may indeed censure a member for comments made outside of a meeting and in spaces not available to the public, notwithstanding the fact that the organization has "a code of conduct pertinent to only organizational spaces, events, and meetings." I don't agree with the idea that censure is defined in RONR as "the first step in a disciplinary action." If formal disciplinary action is taken, then the penalty (whether it is censure or something more severe) is the last step in the disciplinary process. In addition, RONR is clear that censure may also be adopted separate from disciplinary procedures. "It is also possible to adopt a motion of censure without formal disciplinary procedures." (RONR, 11th ed., pg. 643, footnote) In any event, however, a motion to censure an individual may certainly be rescinded. RONR notes that the motion to Rescind "Can be applied to anything (e.g., bylaw, rule, policy, decision, or choice) which has continuing force and effect and which was made or created at any time or times as the result of the adoption of one or more main motions." (RONR, 11th ed., pg. 305) RONR also further clarifies that while it is not possible to rescind something "When something has been done, as a result of the vote on the main motion, that is impossible to undo." it is also the case that "(The unexecuted part of an order, however, can be rescinded or amended.)" (RONR, 11th ed., pg. 308) A censure is not simply the act of reprimanding the individual. It is also an officially adopted position of the assembly, with continuing force and effect, expressing the opinion of the assembly that the individual's actions are deserving of the assembly's censure. While the assembly certainly cannot change the fact that this individual was reprimanded by the assembly in the past (or change the subsequent resignations and elections to fill the resulting vacancies), it can rescind the motion for the purpose of making clear that the assembly no longer believes the individual's actions are deserving of the assembly's censure. In addition to this, I would note that in any event, the chair acted improperly by canceling the special meeting. Even if the chair was correct that the motion cannot be rescinded (and I do not believe that he is correct), the correct course of action would be to still hold the meeting and to rule the motion out of order at the time it is made (and such a ruling is subject to appeal). Nothing in RONR gives the chair the authority to cancel a special meeting on the basis that the chair believes the motion the meeting is called for is out of order. The chair has no authority to make parliamentary rulings outside of meetings, and indeed, is not even serving in the capacity of presiding officer outside of the context of a meeting.

In my view, the meaning of this sentence is ambiguous. It does not exactly match any of the recommended wordings in RONR. In the general case, voting requirements are not based on either the members present or the total membership - rather, they are based on a proportion of the members present and voting. In other words, members who are absent are not included in the total, and neither are members who abstain. Since this is the default, if this is what is desired, the phrasing would simply be "two-thirds vote." If an organization instead intends to base the requirement on a proportion of the members present (that is, members who abstain are included in the total, but members who are absent are not), the recommended wording would be "a vote of two thirds of the members present." RONR notes that such requirements "are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny members the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively." (RONR, 11th ed., pg. 403) Finally, an organization could base the requirement on a proportion of the total membership (that is, all members count in the total, including those who abstain and even those who are absent). In such a case, the recommended wording is "a vote of two thirds of the entire membership." RONR notes, however, that such expressions "should never be used in ordinary societies, especially in large organizations. In such societies two thirds of the entire membership would rarely, if ever, be present at a meeting." (RONR, 11th ed., pg. 582) The phrase "two-thirds majority vote of the membership" does not quite match any of these. Even if we ignore the word "majority," and read the phrase as "two-thirds vote of the membership," the meaning is still ambiguous. I often see organizations use expressions like this, and it is not always clear whether the intent of the words "of the membership" is actually intended to change the basis of approval or if it is simply intended to clarify that the membership is the body which is voting (as opposed to, for instance, the board of directors). I generally advise that if the latter is the intent, organizations use an expression such as "approved by the membership by a 2/3 vote" to avoid such confusion. Unless and until the bylaws are amended, however, the organization will need to interpret the bylaws as they are currently written as best as it can. As I have noted above, I think the sentence as it is written is too ambiguous to come to a definitive conclusion based on this sentence in isolation. It may be that, when read in its full context, the meaning of the sentence becomes more clear. The society may also wish to review RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. I will say that I do not think, based upon the facts provided, that it would be a reasonable interpretation to conclude that the meaning of the phrase is "a vote of two thirds of the members present." The word "present" does not appear at all in the rule. It seems most reasonable to conclude either a) the intent of the words "of the membership" is simply to clarify which body is voting, in which case the phrase simply means a default "two thirds vote," which is a vote of two thirds of the members present and voting, or b) the intent of the words "of the membership" is intended to refer to the membership in its entirety, in which case the phrase means "a vote of two thirds of the entire membership." Finally, while I do not think it alters the meaning of the phrase, I concur with Mr. Elsman that the expression "two-thirds majority" is improper and should be avoided. "Two-thirds vote" is the correct term. I am not as certain regarding the meaning of the phrase. In my view, it is ambiguous. I agree that, if the phrase does in fact mean a vote of two-thirds of the entire membership (even with notice), this is unusually high. I would quibble slightly with the suggestion that the "normal" requirement is a 2/3 vote with notice or a vote of a majority of the entire membership without notice. While this is the requirement if the bylaws are silent regarding their amendment, RONR recommends that societies adopt their own rules in their bylaws regarding their amendment. While many societies do indeed adopt the requirement of a 2/3 vote with notice, societies generally do not include an alternative permitting the bylaws to be amended without notice, at least in my experience.

Please quote the exact language from your bylaws on this subject.

I take it that the membership elected these positions in the first place. If so, the board may only fill the vacancies if the bylaws authorize the board to fill vacancies or if the bylaws grant the board "full power and authority" to act for the society in between meetings of the society. Otherwise, the vacancies would be filled by the membership. I would also note that in the particular case of the President, the Vice President automatically becomes President unless the bylaws specifically provide otherwise, and it would then be the vacancy in the office of Vice President that would be filled.

Well, for one thing, a board with "full power and authority" has the power to fill vacancies in offices elected by the membership, while a board with "general supervision" does not. "In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly." (RONR, 11th ed., pg. 467) Beyond this, RONR does not enumerate specific powers which are granted under the "full power and authority" clause vs. the "general authority" clause, but RONR does provide some short summaries of what these terms mean: "Article VI, Section 2 of the sample bylaws (p. 586) shows an appropriate wording for defining the board's powers so that the board's authority will be limited to the power to supervise, and to determine the details of, implementation of the decisions of the society's assembly and, in a manner not inconsistent with such decisions, to attend to any business of the society that cannot wait until the next meeting." (RONR, 11th ed., pg. 577-578) As RONR notes, the intent of granting a board this level of authority is not to grant the board the authority (generally) to make decision on its own authority in the name of the society. Rather, it authorizes the board to determine the details and implementation of the decisions the society has already made. So the society might adopt a new, general policy governing certain matters, and then instruct the board to work out the details. In a society where the board is granted full power and authority, however, the society might not even get that involved, and just let the board adopt the policy itself (and work out the details of the board's own policy). The board is also granted authority to attend to business of the society that cannot wait until the next meeting of the society. So for such a board, the board only has the authority to act if a) the board is supervising, determining the details of, or implementing decisions the society has already made or b) the board is acting on business which cannot wait until the next meeting of the society. In addition, the board's actions may not conflict with the decisions of the society, and the board's decisions may be rescinded by the society. Of course, the board also has any other powers specifically granted to it separate from its "general supervision" authority. For example, the sample bylaws grant the board the authority to fix the hour and place of meetings. For a board with "full power and authority," RONR states that this means the society has granted "the entire administrative authority of the society to the board between the society's meetings" (RONR, 11th ed., pg. 579) So in such a case, the board can do pretty much anything the society can do, with the only limitations on its power being a) that it must be, and relate to, activity "between the society's meetings" - that is, the board couldn't adopt rules governing the meetings of the society (unless granted separate authority to do so), b) that it must not conflict with any action of the society (and further, that the board's decisions can be rescinded), c) that the action in question is not reserved for the society in the bylaws, and d) that the action reasonably relates to the "administrative authority" of the society. Certain actions, for instance, are arguably outside the scope of "administrative authority" even if not specifically reserved for the membership, such as disciplining members of the society. Another way of looking at it is that when a board with "general supervision" wants to do something, it needs to find a reason why it can do it. With a board with "full power and authority," however, the board probably can do it unless someone finds a reason why the board can't do it. As always, of course, further clarity in the bylaws regarding the board's authority is always desirable, particularly if the society has had (or expects to have) arguments on the subject.

No. Giving notice of a motion, in and of itself, does not make the motion pending (and certainly not immediately when the meeting starts). In most cases, the motion would be made during New Business. In the case of amendments to the bylaws, giving notice of the amendment makes it a general order, and it would be taken up under that heading. In either case, the motion must be made, seconded, and stated by the chair (as usual) to become pending. The person who gave notice has preference in recognition, but if he fails to make the motion, any member can do so. A motion to limit debate may be made when no motion is pending, and in such cases the order to limit debate may be applied to motions which are not currently pending. When made in this way, however, the motion to limit debate is an incidental main motion. As a result, the motion is debatable. It is amendable and requires a 2/3 vote for adoption. If the motion to limit debate is instead made when the motion(s) it is intended to apply to are actually pending, then it is not debatable, but it is still amendable and requires a majority vote for adoption. The fact that previous notice has been given for a motion has no effect on the rules pertaining to the motion to limit debate. In short, yes. The fact that previous notice has been given for a motion, in and of itself, has very little to do with the order of business.

No, RONR does not address this issue. RONR grants all members of the assembly a right to view the secretary's record books, which include the minutes, the reports of boards, officers, and committees, and the rules of the organization and assembly, but access to other records of the assembly is up to the organization's own rules, or in the absence of such rules, at the assembly's discretion. There may well also be applicable laws on the subject.

Yes. "But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately." (RONR, 11th ed., pg. 347)

At the next general meeting.

Replacing this person temporarily is not an option, unless your bylaws provide for it. Whether the board would prefer to just leave it alone or ask the member to resign is up to the board.

And this process is authorized by your bylaws? When continuing breaches occur, however, a Point of Order may be raised at any time during the breach. So unless you are 100% certain that no one, now or in the future, will ever question these actions, it seems preferable to take the proper steps to ratify them (when it is possible to do so) - and even if you somehow are that certain, it doesn't seem to hurt anything to properly ratify the actions. Okay, but once again, the actions taken by the officers pursuant to the decisions made at such an improper meeting will need to be ratified at a properly called meeting, in person, with a quorum present, when it is possible for the assembly to meet again.

Electronic meetings are not permitted unless authorized in the bylaws. If the "meeting" nonetheless proceeds, it is not a formal meeting of the society, and it does not satisfy the requirement to hold the meeting in the bylaws. If the board or the society's officers nonetheless carry out the actions in regard to the budget, those actions will need to be ratified by the member at a later, in-person meeting with a quorum present. The board and officers would be taking these actions at their own personal risk, and there could be severe consequences for them if the actions are not ratified. Similarly, reports can only be properly given at a regular or properly called in-person meeting with a quorum present, so the reports will need to be given again at a later meeting. I would note that to the extent meetings are being held solely for the purpose of complying with the bylaws requirement to hold three membership meetings a year, this could instead be accomplished by calling a meeting at a physical location (such as one of the members' homes) and having only a single member (probably the one who lives there) show up to the meeting. A meeting without a quorum still satisfies the requirement in the bylaws that a meeting be held. Additionally, certain actions may be taken even in the absence of a quorum, such as adopting motions to adjourn or to set up an adjourned meeting.

Censure may be initiated for whatever reason the assembly determines appropriate. For removal, it depends on whether formal disciplinary procedures are required - as noted, see FAQ #20 for more information on that. If formal disciplinary procedures are not required, it again could be for whatever reason the assembly deems appropriate. If formal disciplinary procedures are required, officers (which includes board members) may be removed only for cause, which is defined as "neglect of duty in office or misconduct." (RONR, 11th ed., pg. 654)

I'm not certain the President is engaging in a "willful refusal to comply with the board's directive." The motion adopted by the board was "to open the temple to devotees for a minimum of 4 four hours starting May 11, 2020 without violating the Governor’s guidelines." My understanding is that the stay-at-home order in Illinois has been extended to May 30. If the board had adopted a motion stating that the temple would be opened on May 11, 2020, period, then there might be an issue, but it appears that the board (wisely) left flexibility in the motion for the possibility that reopening the temple on May 11 would not be permitted.

I concur with Mr. Kapur so far as the rules of RONR are concerned. I would add a couple of things. It is possible that there are rules in applicable law governing this matter as well, especially if the society is incorporated. Some laws governing various types of incorporated societies do have rules prohibiting members with a "conflict of interest" from voting. Of course, it is often still up to the assembly to enforce these rules by determining whether a member has a conflict of interest and to prevent that member from voting. If the affected members constitute a substantial portion of the board (as appears to be the case), that may be difficult. There might be legal recourse if the board fails to enforce the rules. Ultimately, questions regarding such laws should be directed to an attorney. There may well also be applicable laws concerning bribery, so that could also be something to talk to an attorney about. If it is desired to solve this problem within the society and RONR, perhaps the behavior of the chair and the board members could be raised with the general membership (if there is one). Alternately, the society could attempt to elect different members in the next election. See FAQ #20 for more information on removal. Finally, I would be more careful in throwing around accusations like bribery. Accusing members of such conduct before conducting a proper investigation is certainly a violation of the rules of RONR, and there are also legal issues regarding slander and libel (which may also be worth consulting an attorney about). "For the protection of parties who may be innocent, the first resolution should avoid details as much as possible. An individual member may not prefer charges, even if that member has proof of an officer's or member's wrongdoing. If a member introduces a resolution preferring charges unsupported by an investigating committee's recommendation, the chair must rule the resolution out of order, informing the member that it would instead be in order to move the appointment of such a committee (by a resolution, as in the example above). A resolution is improper if it implies the truth of specific rumors or contains insinuations unfavorable to an officer or member, even one who is to be accused. It is out of order, for example, for a resolution to begin, "Whereas, It seems probable that the treasurer has engaged in graft, . . ." At the first mention of the word "graft" in such a case, the chair must instantly call to order the member attempting to move the resolution." (RONR, 11th ed., pgs. 657-658)

Yes, so far as RONR is concerned. The first step in the disciplinary procedures in RONR is to appoint an investigative committee, and at that stage, specifics should be avoided as much as possible. I would note, however, that you say your bylaws “state a member can be removed with 2/3 RDS vote but is silent on investigating or trial.” It may be that, under the rules in your bylaws, no investigation or trial is required.

Just tell them, and perhaps apologize. There’s nothing formal about it. If there currently is no report being given, I don’t think there is anything to lay on the table. The assembly could simply proceed. If the assembly prefers, it could discharge the committee, or depending on the circumstances, might be able to instruct the committee to report. You described two different situations. In the case where the chairman is simply unready to report at this time, the assembly could instruct the committee to report immediately. In the case where the report does not yet exist, instructing the committee to report (in and of itself) would not seem to accomplish much, although the motion could be reworded so as to instruct the committee to meet (if it is not already doing so) and to report by a specified time. It seems to me that the committee chairman could seek recognition when no business is pending and seek permission to grant the report. I do not think he could claim preference in recognition for this purpose. Passing a note seems fine.

No, there is nothing in RONR which requires a member to make a motion to send a warning letter. It is up to the society to determine how (or if) to enforce its own rules and discipline its members.

It is currently expected to be available on September 1st.

It seems to me this will depend on the exact wording of the society’s rules concerning this matter (if indeed there are such rules). RONR has no rules on this subject. Certainly a committee (of any type) could request money from its parent assembly, but there is nothing special about this. It would be handled the same as any other request or recommendation from a committee, unless the organization’s rules provide otherwise.

For starters, it may help if you were to explain what is meant by a "budget request" in this context. This term is not defined in RONR. As a general matter, I think the answers to these questions are "No" and "Maybe," but I might be able to provide more help when I know what it is we are talking about.

So far as RONR is concerned, persons who are not members of the board cannot speak at any time during the meeting, unless the board grants permission to do so in a particular case. If the public is permitted to speak at these board meetings, this would be due to the organization's rules (or perhaps applicable law), not due to any rule in RONR. "In meetings of many public bodies, such as school boards, the public may attend. Similarly, in some private organizations such as church councils, parishioners may be permitted to attend. These attendees are not members of the meeting body and ordinarily have no right to participate. Some bodies, especially public ones, may invite nonmembers to express their views, but this is done under the control of the presiding officer subject to any relevant rules adopted by the body and subject to appeal by a member. Often, by rule or practice, time limits are placed on speakers and relevance is closely monitored." (RONR, 11th ed., pgs. 96-97) So it may well be that both boards are correct, because the two boards have adopted different rules on the subject.