Josh Martin

I agree as well. It seems to me that a motion to set a time limit in the agenda is, in effect, a motion to limit debate. Given the effect of setting such time limits in the agenda, I don't see how it can be viewed as anything other motion to limit debate. The rule in question doesn't say that certain named motions are not allowed. It says that motions to "close or limit debate" are not allowed. A motion to adopt an agenda with time limits is certainly a motion to limit debate. "When the assigned time for taking up a topic in an agenda arrives, the chair announces that fact. Then he puts to a vote any pending questions without allowing further debate, unless someone immediately moves to lay the question on the table, postpone it, or refer it to a committee." (RONR, 11th ed., pg. 373) If the committee wishes to impose time limits, the proper course of action is to request the parent assembly to set such limits or to authorize the committee to do so. "Committees of organized societies operate under the bylaws, the parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to them. A committee may not adopt its own rules except as authorized in the rules of the society or in instructions given to the committee by its parent assembly in a particular case." (RONR, 11th ed., pgs. 500-501) A motion to adjourn, however, does not have the effect of limiting debate. The debate may resume at the next meeting.

Based on the facts presented, it appears to me that the terms of any officers whose terms are ending this year will end on June 15. If their successors are not elected by that time, those positions will become vacant. The remaining members of the executive committee will have to keep things going for now. When they are capable of meeting again, they can fill the vacancies, and those persons shall serve until the next Delegate Assembly, at which time the delegates shall elect a member to fill the unexpired term.

I would argue that the rule only protects one member in the context of the accused. In my view, the purpose of the rule is to protect both the accused and the assembly. Therefore, the rule cannot be suspended without the consent of the accused, as the rule cannot be suspended in the face of the minority the rule is intended to protect (the accused). If the assembly wishes to conduct trials in open session notwithstanding the wishes of the accused, then in my opinion, the proper course of action is for the assembly to adopt a special rule of order on the matter (or better yet, to adopt such a rule in the bylaws). I do not find such a rule advisable. I agree that in the event the assembly nonetheless chooses to hold the trial in open session, I do not think this violation, in and of itself, is sufficient for a finding that the assembly's determination of guilt and the penalty is null and void. I do think, however, that a member could still raise a Point of Order regarding this matter, for the purpose of clarifying this right for the future (similar to how such a point may be raised if a member's right to vote is denied, even if the member's vote did not affect the outcome) and also for the purpose of clarifying that the trial is considered to have been held in executive session, to prevent further dissemination of information from the trial. The accused may, of course, also have legal remedies, but that is beyond the scope of RONR and this forum.

I would think that suspending this rule, however, would require the consent of the accused. “In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule.” (RONR, 11th ed., pg. 261) Since the purpose of the rule is, in part, to protect the accused, it seems to me that suspending it would require a 2/3 vote and the consent of the accused.

I think this is ultimately a legal question and I would advise the municipality consult its attorney. To the extent that it is a parliamentary question, it seems to me that (if "regulation" does indeed apply to the organization's bylaws), the order does take precedence over the bylaws and RONR. The rule is procedural in nature (as it applies to the manner in which the organization may meet) and does not permit an organization's rules to provide otherwise (indeed, it specifically states that such rules are suspended. It certainly seems that the intent of the order was to authorize all public bodies to meet electronically, notwithstanding any provisions to the contrary. The answers to the remaining questions assume that the order authorizes your assembly to meet electronically. The former, in my opinion. I would also note that a suspension of the rules lasts only for a single meeting (at most), and since this situation may last for some time, it may be advisable to actually adopt new rules governing these procedures rather than simply suspending the rules each meeting. I wouldn't go so far as saying you "need" to, but I think it would be highly advisable. If no other procedure is specified, the assembly would use the default voting procedures in RONR, which are not really well-suited to electronic meetings either. RONR advises that assemblies which meet electronically adopt rules to handle such matters. Yes, I suppose that would be ideal.

I think so. "A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so." (RONR, 11th ed., pg. 95) If a society has adopted RONR as its parliamentary authority, it is required by rule to enter executive session for a trial, since the rules state that the trial "must" be held in executive session. I think it would still be advisable for the assembly to adopt a motion to formally enter executive session, or at least for the chair to announce that the assembly is entering executive session, for the sake of clarity. It appears to me that even if the assembly fails to do so, however, the trial is still in executive session.

The rule in RONR states "Consequently, a trial must always be held in executive session, as must the introduction and consideration of all resolutions leading up to the trial." (RONR, 11th ed., pg. 655) Nothing about the rule as it is written suggests to me that the rule is limited to the membership. RONR explicitly discusses the possibility of a trial committee and a committee on discipline. It seems to me the rule applies to those bodies as well, and if an organization authorizes its board to conduct discipline, I see no reason why the rule would not apply to the board as well. Even if for some reason the rule does not apply, holding disciplinary trials in executive session is an extremely good idea.

I agree that this amendment is out of scope. Therefore, it is correct that the member would need to provide 15 days of notice of this amendment. I would also suggest that this amendment is not germane to the question of whether the term of office for the President is one or two years. So this should be handled as a separate amendment to the bylaws, not as an amendment to the motion concerning the term of office.

Yes. No. Well, a (potentially risky) strategy would be for the member to report these matters to the membership anyway, notwithstanding that doing so will breach the confidentiality of executive session (and therefore be a violation of the rules), and hope that the members will be more upset about the board's behavior than with the member's decision to breach executive session. Presumably, the membership has the authority to remove board members? A potential strategy to stay entirely within the rules would be that, if the board has at least shared some information regarding this matter, the member could try to urge the membership that it would be worth their while to order the board to disclose more information. If the membership is not at all aware of the existence of the discipline, however, that doesn't seem possible. In the long run, perhaps it would be prudent to amend the bylaws to require the board to share a certain minimum amount of information with the membership regarding disciplinary matters. This would at least let the membership know that something had happened, and it would therefore have the ability to demand further information if it desired.

Robert's Rules of Order has not used "articles" for divisions in quite some time. I expect you are reading Robert's Rules of Order online. That would be the 4th edition, from 1915, which is available online because it is in the public domain. The current (11th) edition, which was published in 2011, is not available online because that would be a copyright violation. See The Right Book for more information. Dr. Kapur has provided the citation for your current question, but I advise picking up a copy at some point.

Yes, I agree that, if the member is expelled, there is nothing further that can be done to this person as a parliamentary matter. (I suppose the society could adopt a motion to censure, for whatever that's worth.) The unstated assumption in these rules appears to be that the accused will want to keep these matters private, thus why the text focuses on what the society can and cannot do (rather than what the accused can and cannot do).

Yes. Also, acceptance of nominations is not required.

Correct. Nope. The rules work like this: 1.) For executive session (all executive sessions), nothing from the executive session may be disclosed outside the assembly unless the assembly agrees to do so (or it is ordered to do so by a superior assembly). 2.) For disciplinary procedures, in addition to the usual rules for executive session, the information cannot be shared outside of the society (with certain exceptions, as I've mentioned before).

No, the permission of the accused would not be needed. RONR places limits on the information on disciplinary procedures which may be shared outside the society. It does not limit the information which may be shared within the society. Therefore, the ordinary rules on executive session apply.

If the Constitution provides that the Past President is entitled to a $1,000 honorarium per year, he is entitled to that referendum unless and until the Constitution is amended to remove it.

Yes. No. RONR neither requires nor prohibits this. The board could choose to disclose this information. Alternately, the membership could order the board to disclose this information. (In either case, it would be advisable for the membership to enter executive session when hearing this information.) The information certainly cannot be shared outside of the society - except that if the member was expelled or removed from office, the society may share the fact that this penalty was imposed (but not the reasons why), to the extent that doing so is necessary to protect the society or other societies. Yes. No. Yes. No. In such a case, I suppose the member could speak about the charges to the extent that they are a matter of public record, however, the accused still cannot discuss anything that happened in executive session. As an example, RONR lists the following as one reason why Mr. N is being disciplined: "In that on or about the evening of August 12, 20__, in the Matterhorn Restaurant, Mr. N was seen by patrons to be the apparent provoker of a needless and violent disturbance, causing damage to the furnishings." (RONR, 11th ed., pg. 660) The fact that this incident at the Matterhorn occurred is quite likely common knowledge, at least to persons who were at the restaurant, and quite possibly to others (perhaps it was picked up in a local newspaper). The member would be free to discuss the incident itself with others. He could not disclose, however, the fact that the society disciplined him, that this was the charge, what was discussed in the trial, or other such details pertaining to the disciplinary procedures. For further review, here are citations from RONR regarding executive session generally, and rules concerning the secrecy of disciplinary proceedings specifically. "An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret... A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session." (RONR, 11th ed., pgs. 95-96) "A society has the right to investigate the character of its members and officers as may be necessary to the enforcement of its own standards. But neither the society nor any member has the right to make public any information obtained through such investigation; if it becomes common knowledge within the society, it should not be revealed to any persons outside the society. Consequently, a trial must always be held in executive session, as must the introduction and consideration of all resolutions leading up to the trial. If (after trial) a member is expelled or an officer is removed from office, the society has the right to disclose that fact—circulating it only to the extent required for the protection of the society or, possibly, of other organizations. Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel. A trial by the society cannot legally establish the guilt of the accused, as understood in a court of law; it can only establish his guilt as affecting the society's judgment of his fitness for membership or office." (RONR, 11th ed., pgs. 655)

I'm not suggesting you all attempt to actually meet at someone's home. What I'm suggesting is that, since it is not possible to actually meet at this time, you take the following actions: Set the meeting for a person's home. Have that person (and only that person) show up. (This shouldn't be difficult, since they won't be going anywhere anyway.) Have that person adopt a motion to adjourn the meeting to meet at the call of the President. This can be done even in the absence of a quorum. So no one else actually needs to show up. (The adjourned meeting, which will presumably be held when these restrictions are lifted, can be held at a real location that can accommodate the full assembly.) No. In addition to the fact that RONR does not permit such votes, your bylaws explicitly state "All members must be present in person at the annual meeting in-order to vote." There is, however, another way, as I have just described.

I concur with Mr. Mervosh, and I would also note that a motion is not put "on hold" simply because a member has stated that they intend to move to rescind the motion. The motion adopted by the board remains in effect, and can continue to be carried out, unless and until the board votes to rescind it. So given that the board may not meet for some time, it may well be that even more of the motion is already executed by the time such a motion is made.

Do your bylaws provide anywhere that the annual meeting must be held in a particular month, or anything about how the annual meeting is scheduled? You said originally that it was held in April, but is that actually required by the bylaws, or is it just a custom? If the bylaws do not require that the annual meeting be held in a particular month, and the annual meeting is scheduled by a single person (or by a body which is authorized by the bylaws to meet remotely), the simplest solution would seem to be to just postpone the annual meeting. I believe the current officers would continue serving, as the bylaws provide that the terms of the officers expire "following the annual meeting." So if the annual meeting is postponed, the terms would be extended. If the bylaws require that the annual meeting be held in April, or if it is otherwise not possible to postpone the meeting in advance, another option would be to have a single member show up to the annual meeting for the sole purpose of scheduling an adjourned meeting. (It might be prudent to specify that the meeting is adjourned until the call of the President, in order to grant flexibility.) If possible, perhaps the location for the meeting could be set for that member's home, to make it easier to attend. This action may be taken even in the absence of a quorum. The adjourned meeting is a continuation of the annual meeting, so I once again think the "following the annual meeting" language in your bylaws would extend the terms of the current officers.

I'm not quite as certain that nothing improper was done. I agree that the board appears to have followed all proper procedures in making its decisions, but I believe there are unanswered questions about whether the board had the authority to make those decisions. Closing buildings may well be covered under a clause giving the board broad authority to manage the club's affairs, but postponing meetings is trickier, especially depending on how the meetings were originally scheduled. Certainly, the board appears to have had good reasons for making these decisions, which may weigh on the membership's decision if and when an attempt is made to take action against the board members, but that is not quite the same as saying that nothing improper was done.

Based on the facts presented, it appears that the procedures involved in calling the meeting, holding the meeting, and conducting the business were all followed. The only remaining question is whether the board has the authority to make these decisions in the first place, which I don't think we have enough information to answer. In particular, it would be interesting to know what the bylaws say about when meetings are held, and whether they say anything about postponing meetings. Even if the board does have the authority to take these actions, they can be superseded by the membership unless the board has exclusive authority in this area, but it may be difficult for the membership to do so as a practical matter in the present circumstances. It should also be noted that regardless of whether the board had the authority to take these actions, the executive order by the governor remains in effect, and the members don't have the ability to rescind that. Finally, I would note that if any of these disgruntled members are known to be litigious, it may be advisable to seek legal counsel. If the claim is that the board lacks the authority to take these actions, the members would need to raise a Point of Order asserting as much, followed by an Appeal if necessary. If the membership acknowledges that the board has the authority to take these actions, but disagrees with them and wishes to overturn them, then members would make a motion to Rescind the actions taken by the board. Either of these actions would need to be taken at a meeting of the membership, with a quorum present, which may be difficult in the present circumstances. The membership would, however, need to meet to take these actions, which may be difficult as a practical matter in the present circumstances.

Your rules supersede RONR. So answering this question involves interpreting your own rules, not any stipulation in RONR. (I assume you have your own rules, since the procedure you describe does not quite match the disciplinary procedures in RONR.) I would first suggest that if the judiciary committee is required to report to the membership, the membership should enter executive session so that the confidential information at least remains within the membership. Secondly, I concur with Mr. Novosielski that even if the committee is required to make a recommendation to the membership, it is not necessarily required to report all of the details.

No, you have it right, I forgot about this discussion. So technically the assembly would only be able to make motions to Ratify any actions taken by boards, officers, etc. pursuant to the decisions at the improper special meeting, and other motions would need to be adopted as original main motions.

Based on the facts presented, I see no reason why Proposal 2 should be dropped. If Proposal 1 is amended so that authority is given only to Position 1, and it is adopted, then Proposal 2 remains in order. If Proposal 2 is then adopted, then authority will be given only to Position 2. As noted in the text above, the fact that the bylaw amendment would conflict with a previously adopted amendment does not make it out of order. This is a bit tricky when dealing with abstract concepts, however, and it may help if we were able to see the exact language of the current rules and of the two proposals.

Yes. The bylaws take precedence over other rules of the society. I am not certain, however, that there is a conflict. If the bylaws are simply silent on the composition of this committee, then I don't see anything preventing the organization from defining its composition in lower-level rules. On the other hand, if the bylaws define the composition of the committee, I agree that takes precedence over anything in the organization's other rules which may be in conflict.