Josh Martin

Based on these additional facts, if the society wishes to proceed with its plan of keeping the President in office but having someone else preside, the only options are to suspend the rules at each meeting or to amend the bylaws.

As noted above, the board has no authority to adopt such rules. Only the club itself may adopt these rules. They are special rules of order, so they require a 2/3 vote with previous notice or a vote of a majority of the entire membership for adoption. Whether the proposed rules are in the club’s best interest is up to the club to decide. Yes, by adoption of a special rule of order, which requires the vote noted above. Only the membership, however, can adopt such a rule for meetings of the membership. Adopting different rules for the number and length of speeches is such a common special rule of order that the text mentions such rules specifically, on multiple occasions. ”Special rules of order supersede any rules in the parliamentary authority with which they may conflict. The average society that has adopted a suitable parliamentary authority seldom needs special rules of order, however, with the following notable exceptions: ... • A rule relating to the length or number of speeches permitted each member in debate is often found necessary.” (RONR, 11th ed., pg. 16, emphasis added) “In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly.” (RONR, 11th ed., pg. 387, emphasis added) “Unless the assembly has a special rule providing otherwise, no member can speak more than twice to the same question on the same day—except that in the case of an Appeal (24), only the presiding officer can speak twice (the second time at the close of the debate), all other members being limited to one speech.” (RONR, 11th ed., pgs. 388-389, emphasis added) ”ADOPTING A SPECIAL RULE. The rule allowing each member two speeches of ten minutes' length per day on each debatable question can be made either more restrictive or more liberal for all meetings of a society by adopting a special rule of order by a two-thirds vote after notice, or by a vote of a majority of the entire membership (2; see also pp. 121–24). An example of a more restrictive rule might be one setting a limit of not more than one speech of five minutes' length on the same question on the same day for each member.” (RONR, 11th ed., pg. 390)

RONR already requires this, so I see no need to add it to the bylaws. RONR has no such requirement. It may be that there is such a requirement in your organization’s rules. Additionally, some assemblies (especially public bodies and HOAs) are subject to “open meeting laws” or “sunshine laws,” which often contain requirements like this. Questions about such laws are beyond the scope of RONR and this forum and should be directed to an attorney.

If the chairman is involved in the matter to the extent that his appearance of impartiality may be compromised, he should relinquish the chair. If he refuses to do so voluntarily, the rules may be suspended to remove him from the chair.

Does the President agree with this plan? Additionally, who is it that the assembly wishes to preside in the assembly’s place? The Vice President, or someone else? If it is someone else, does the Vice President agree to this plan? If the President (and the Vice President, if he is not the person presiding in the President’s place) agrees to this plan, a suspension of the rules is not necessary. The President may appoint a person to preside, which may be approved by the assembly by majority vote (rather than the 2/3 vote required to suspend the rules). This must be done at each meeting. If the President or Vice President object to this, then it will be necessary to suspend the rules at each meeting. In either case, action will need to be taken at each meeting unless and until the organization amends the bylaws.

Raise a Point of Order that the board has no authority to adopt rules for meetings of the general membership, followed by an Appeal if necessary. See RONR, 11th ed., pgs. 247-260. Only the membership may adopt the proposed rules, and doing so would require a 2/3 vote with previous notice or a vote of a majority of the entire membership, since the rules are special rules of order. Actually, it does not, because the Call to Order is at 6 PM. When the Call to Order occurs, the assembly is in session. Apparently, the intent is to recess from 6:05 to 7:15 PM, however, that decision is up to the membership. (Adopting the agenda is also up to the membership, and it is subject to amendment.) A majority vote is required to recess, or to adopt the agenda. So Points of Order and Appeals could be raised regarding those matters as well.

“As stated on page 511, committee reports should be submitted in writing, with the following permissible exceptions that apply to very brief reports in a small assembly, provided that the secretary records the complete substance of the report in the minutes as it is given orally:” (RONR, 11th ed., pgs. 525-526) As you state yourself, “Nothing indicates that committee reports are handled differently than officer reports.” Therefore, like committee reports, officer reports are submitted in writing. All of the “permissible exceptions” involve cases which are not applicable to officer reports. “All committee reports should be submitted in writing, except as noted (for particular types of brief reports in a small assembly) on pages 525–27. In the case of such exceptions, a report can be given orally only if it is brief enough that the secretary can record its complete substance in the minutes on hearing it given—which he must do if no written copy is submitted for file.” (RONR, 11th ed., pg. 511) This rule is even more clear. It clearly states that oral reports are given “in the case of such exceptions,” and even then, only if it is brief enough for the Secretary to record its complete substance upon hearing it. Please quote the rule supporting this position. Please explain how it is possible to “routinely” give oral committee reports in light of the rules above, as well as the rule that “Except as noted in this paragraph, a report of a board or committee can contain only what has been agreed to by a majority vote at a regular or properly called meeting of which every member has been notified (or at an adjournment of one of these meetings, pp. 93–94)—where a quorum of the board or committee was present. A presentation of facts or recommendations made merely upon separate consultation with every member of a board must be described thus to the parent assembly, and not as an official report of the board (see also pp. 486–87). 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. (See also Electronic Meetings, pp. 97–99.)” (RONR, 11th ed., pg. 503) Unless the reporting member has a remarkable memory, how is it possible to comply with this rule for an oral report, except perhaps for very brief reports? I am willing to concede that the text in RONR In Brief needs to be clarified. In particular, I agree that the text that “the [committee] chairman or other reporting member either gives the report orally or, if it is written, reads it or gives it to the secretary to be read." is problematic, as it seems to suggest that these are equally valid options, while RONR makes it quite clear that they are not. As noted above, I don’t see as big a problem with the latter statement. This statement is correct 99% of the time, and it is not practical to restate every exception from RONR in RONR In Brief, or else the latter would not be very brief, but I suppose if one wishes to be precise it could be reworded slightly. I might suggest that these sections of text be reworded to something like the following: “the [committee] chairman or other reporting member reads the written report or gives it to the secretary to be read. (In rare circumstances, reports may be made orally instead of in writing. See RONR, 11th ed., pgs. 525-527 for more details.)” “The minutes do not include the contents of the reports of officers or committees, except as necessary to cover motions arising out of them, and also in certain rare exceptions. (See RONR, 11th ed., pgs. 470-471 for more details.)”

My response remains the same whether or not the meeting was in executive session.

Thank you. Based on these facts, this person does not have a right to view the minutes. Only a member of the executive board has a right to view minutes of executive board meetings. I hope this episode also teaches you all a lesson about the dangers of putting discussion in the minutes.

For starters, what is the exact wording of the rule for amending the bylaws? Based on this paraphrase, I am not entirely certain that the rule in fact requires a vote of 2/3 of the entire membership. If it does not, this question may be moot. Secondly, do the bylaws actually provide that members who do not pay their dues lose their right to vote? RONR has no such provision. If the bylaws do in fact provide that members who do not pay their dues lose their right to vote, those persons are not “members” in the parliamentary sense and they would not be counted as part of the total membership for the purpose of this vote.

I don’t think anyone is arguing that it can’t. The question is simply whether a Point of Order is the proper tool to do so. Yes, but unfortunately, it seems that it may be too late for that. Do the rules concerning the deadline contain any exceptions? Alternately, are any of the motions which were submitted before the deadline related to this matter? Perhaps this could be added as an amendment.

As I said previously, “I would note that the rule regarding oral reports not applying to officers makes perfect sense. The situations in which an oral report can be given (which are discussed in more detail on pgs. 525-527) all involve cases in which the committee is reporting on a motion or subject which was referred to the committee, which is not applicable to officers.”

RONR prohibits proxies, period. Proxies are permitted only if authorized by your bylaws or required by applicable law. If they are authorized, questions regarding how they may be submitted will need to be answered by those rules. “A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable.” (RONR, 11th ed., pgs. 428-429)

In many cases, a person’s position as an officer means that the person is also a member of the organization’s board (and possibly also other committees). In this connection, the officer generally has a right and duty to vote on matters considered by the board and committee. This cannot be delegated. The person who has been tasked with performing the officer’s duties could be permitted to speak in debate and make motions via a suspension of the rules, but he could not exercise the right to vote and would not count towards the quorum (unless, of course, he is already a member for some other reason). Beyond that, I have personally held to a rule of thumb that duties can be delegated, but authority cannot. So while I see no issue with delegating “securing accommodations for meetings, preserving the society's charter with parent organizations, collecting dues, and responding to members' requests for specific types of information,” I would see issues with delegating an officer’s authority to, for instance, appoint committee members, hire and fire employees, call special meetings, spend money, etc. RONR is very clear that the right to vote cannot be granted to a nonmember. (RONR, 11th ed., pg. 263) As for the rest of it, RONR provides no guidance on the delegation of duties, except for the duties of the presiding officer and secretary (and even then, only in connection with meetings). Anything beyond that is a question of bylaws interpretation which will depend on the specific wording of the bylaws and ultimately be up to the society to decide.

The way this is worded seems to suggest that the behavior in question is occurring during the meeting. If this is correct, then the answers to these questions are: Repeated or grave breaches of the assembly’s rules, especially the rules of decorum. RONR gives as examples “when a member repeatedly questions the motives of other members whom he mentions persists in speaking on completely irrelevant matters in debate.” (RONR, 11th ed., pgs. 645-646) See RONR, 11th ed., pgs. 645-648. If the behavior in question is not, in fact, occurring during the meeting, then the answers to these questions are: Offenses specified in the organization’s rules, and also conduct “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work.” (RONR, 11th ed., pgs. 643-644) See RONR, 11th ed., pgs. 656-668.

Do you disagree, however, that the staff members could be appointed to the committee (unless the organization’s rules provide otherwise)?

I disagree with the last suggestion. Rather than authorizing the membership to amend the nominating committee’s report, the rules should permit other methods to make nominations.

While there is some disagreement on the precise rules on this matter, it certainly seems clear that the answer depends on the facts of a particular case. Please post your question as a new topic, and please specify the following details when you do: What (if anything) the bylaws say regarding the board’s quorum. What (if anything) the bylaws say regarding filling vacancies. What the bylaws say regarding the number of members on the board. How many members the board presently has. The specific events which led to the board having the present number of members. If the events which led to the board having the present number of members is due, in whole or in part, to resignations, whether those resignations have been accepted. What actions, if any, have been taken to attempt to fill the vacancies.

I think all of the specific examples of duties provided here could be delegated to other persons by the board, and that other duties of a similar nature could also be delegated. To the extent that there are “implementation details governed by custom as well as the officer's own judgment,” such duties could conceivably be delegated by the officer as well. I will say that if this is something the society wants to do, it would be preferable to specify the details in the bylaws, so that there is no question regarding whether (or how) the duties may be delegated.

I do not think this question can be answered with certainty without knowing precisely what (if anything) the organization’s rules say on this matter, what exactly the powers and duties in question are, and whether the duties in question are specified in the bylaws, in some lower-level rule, or are simply a custom. Generally, I am doubtful that the officer himself could delegate his duties and powers to another person. A board (especially one with full power and authority) might be able to do so, but again, it depends on the details. That is up to the society. If the society adopts such a rule, it should also define what exactly it means for an officer to take a “leave of absence,” as RONR does not define this term.

No, it is not proper for a committee specified in the standing rules to be left vacant. If it is desired to eliminate the committee, it will be necessary to amend the standing rules to remove it. Since the apparent desire is to “move those duties to staff,” however, I would note that the board (it seems implied in your post that your rules authorize the board to appoint the members of this committee) could simply appoint the staff members in question to the committee, unless your rules provide otherwise. RONR does not require that members of committees must be members of the organization.

No, because as I have already noted, there are no circumstances under which it is appropriate for an officer report to be made orally. In my view, even if a society permits oral reports to be made in other circumstances, it seems to me that it is still the case that only oral reports of the nature described in pgs. 525-527 should be recorded in the minutes, unless the society adopts other rules on this matter Finally, even if RONR, 11th ed., pgs. 525-527 are ignored for some reason, RONR, 11th ed., pg. 511 quite clearly states that an oral report is permitted (and recorded) only if “it is brief enough that the secretary can record its complete substance in the minutes.” Unless the Secretary is a very fast typist or has a very good memory, this will generally be limited to very brief reports. (I suppose the society can adopt other rules on this matter as well, but if so, one hopes for the Secretary’s sake that they give him a recording device and one or more assistants.) I would also note that in the case of committees, if the society intends to accept oral reports (other than those mentioned on pgs. 525-527), as the report of the committee, this will likely require modification of the rule that committee reports must be approved by the committee (unless the reporting member can somehow memorize what was approved). The society would likely need to adopt a special rule of order providing that only the general ideas expressed in the report (and not the actual words) need to be approved by the committee, or even that the chair can just report whatever he wants, and that only committee recommendations must be approved by the committee. In the absence of such rules, if an oral report is given (except as described on pgs. 525-527), this is not a proper report, and therefore no mention whatsoever in the minutes or other records of the society is required. As for the statement in In Brief which says “the minutes do not contain the reports of…committees,” this statement is true 99% of the time, but if one is a stickler I suppose it could be amended to say “(except in very obscure circumstances, see RONR for more details).” A report is only included in the minutes if it is an oral report of the sort described on pgs. 525-527 or if the assembly specifically orders that it be included.

I would note that the rule regarding oral reports not applying to officers makes perfect sense. The situations in which an oral report can be given (which are discussed in more detail on pgs. 525-527) all involve cases in which the committee is reporting on a motion or subject which was referred to the committee, which is not applicable to officers.

As has been stated previously, only oral committee reports are included in the minutes, and the types of committee reports which may be made orally are extremely limited, as is explained on pgs. 525-527. When you say that they are “entered in full into the records of the society,” I assume you are referring to the fact that written committee reports (while not entered into the minutes unless so ordered by the society) do become part of the Secretary’s records. ”To keep on file all committee reports.” (RONR, 11th ed., pg. 458) ”When written reports are received from boards or committees, the secretary should record on them the date they were received and what further action was taken on them, and preserve them among his records.” (RONR, 11th ed., pg. 460) The question, apparently, is why the reports of boards and committees are (or appear to be) treated differently than the reports of officers. I agree that this is unusual, although I would suggest that the solution to this problem is to file written officer reports as well. I suppose an organization is free to adopt rules providing that all written reports shall be tossed in the (literal or digital) garbage instead of being filed with the Secretary’s records if it wishes to do so. (Although if the organization truly believes these reports to be of such little value that they should not be recorded, perhaps the organization should consider whether these committees are necessary. Or at least consider ordering the committees to make less frequent reports.)

RONR does not require that the nominating committee’s report be approved, so it has no answer to this question. Your organization will have to interpret its own rules.