Josh Martin

In my view, the second sentence needs to be clarified in general, not just with regard to this particular situation. Such vague, general statements do not make good rules. Additionally, what do the bylaws say concerning filling a vacancy? No, there is nothing in Robert’s Rules which specifies that the President has to be elected to a full term if he automatically moves up from VP to President. What RONR provides is that when a vacancy is filled, the person fills that office for the remainder of the unexpired term. That is, the term follows the office, not the person. The current term for the office of President was expiring this spring, and it is still expiring this spring, even although there is a new person in the office of President.

I am saying that, if this proposal is to be adopted, it would be wise for the assembly to adopt a number of rules regarding the procedures. RONR has guidance regarding rules for a vote by mail, and notes these procedures might be adapted to votes by email. See RONR, 11th ed., pgs. 424-425. Dr. Stackpole has also provided a link to an article which may be of assistance. I think that is a fair criticism. It would be preferable to use the term “vote” rather than “poll.” I would advise using the terms “two-thirds vote,” in which case it would mean that two-thirds of the votes cast must be in the affirmative, or “a vote of two-thirds of the entire membership,” in which case two-thirds of the entire membership must vote in the affirmative. Which to use depends on the assembly’s preference. These terms are clearly defined in RONR, 11th ed., pgs. 400-404. As Dr. Stackpole suggests, requiring a 2/3 vote but also requiring a minimum number of ballots to be returned for the vote to be valid is a potential compromise, similar to a quorum requirement for meetings. In any event, the ballot must be sent to all members.

Yes, a club may include in its bylaws a provision to permit voting by mail or email to amend the bylaws. Whether the club should do so is at the club’s discretion. Yes, it is valid. While there is nothing in your bylaws permitting email voting at this time, if the proposed amendment is adopted, there will be a reference to email voting with respect to amendments to the bylaws. If the organization is to adopt the proposed amendment to the bylaws, it may well be advisable to adopt additional rules governing how such votes are conducted, in order to address matters including, but not limited to, ensuring that the votes are from valid members.

RONR has no limitations regarding who may be a member of the board. So in the absence on any rules in your bylaws or applicable law governing this matter, I would say there is nothing preventing the nomination or election of owners from the same lot, partners, or spouses to the board. If the members see a problem with this arrangement, they can elect other persons. Alternately, the organization may adopt its own rules on this matter in its bylaws.

No, I don’t think so. If a motion is made to include information in the minutes (which would not otherwise be included in the minutes), then it seems to me that such a motion should be treated as an incidental motion, and therefore not included in the minutes. RONR also discusses a few cases in which items are included in the minutes only if so ordered by the assembly (one of them specifically regarding reports), and in none of these cases does it suggest that the motion to include the material is included in the minutes even if the motion to include it is rejected. It is also, of course, simply an absurd result if the material were to be included in the minutes notwithstanding the fact that the assembly has just rejected a request to include it.

Based on these additional facts, I would make the following observations: I concur with my colleagues that rules adopted by a board, for the board’s own use, are not records of the society. Rather, they are records of the board, and only board members have a right to view them. Nonetheless, the membership may order the board to share these rules with the membership if it wishes to do so. Robert’s Rules only authorizes a board to adopt rules for its own use, and even then, such rules may not conflict with any of the rules adopted by the society, including the parliamentary authority. The rule provided here arguably goes further, authorizing the board to adopt rules for the society as a whole, since the rules are to “govern and guide the activities of the society.” If rules are adopted for the use of the society as a whole, however, then it seems to me that such rules are indeed records of the society and must be made available to members for review. Even with this more expansive authority, however, I am extremely doubtful that this rule is sufficient to authorize the board to adopt a rule granting itself the authority to expel members from the society. Such powers are reserved for the membership under Robert’s Rules (and only through specific procedures, discussed in Ch. XX), and it is clear that only a provision in the bylaws (or constitution, in your case) is sufficient to adopt alternative methods to expel a member. Additionally, I do not think the provision in question grants the board exclusive authority to adopt rules. As a result, the rules adopted by the board may be rescinded by the membership. It is, of course, ultimately up to the membership to interpret its own constitution, but it seems doubtful that the membership will be supportive of the board’s interpretation. Therefore, my recommendation would be for the society to take the following actions: Adopt a motion ordering the board to make any and all rules adopted by the board available to the membership. Raise a Point of Order that the rule pertaining to expelling members from the society exceeds the board’s authority and is therefore null and void, followed by an Appeal if necessary. Rescind or Amend any other rules the society wishes to. If the board resists the membership’s orders in this matter, remove the board members and replace them with people who know how to follow orders. Check your bylaws and see FAQ #20. Finally, amend the constitution to clarify and restrict the board’s authority with regard to adopting rules.

What exactly does your constitution say regarding the board’s ability to establish policies and procedures? Additionally, what, if anything, does your constitution (or other rules of the society) say regarding removing a person from membership?

It should first be noted that RONR suggests that most assemblies do not need an agenda at all and would be fine simply following the standard order of business in RONR, but assemblies (even assemblies which are otherwise well-versed in parliamentary procedure) typically ignore that advice. With that said, agendas typically are in the nature of “bullet points,” as you say. Yes, I think this is generally correct.

Well, the Executive Committee is obviously supposed to do something with the resolutions that were referred to it, but what exactly that is will depend on the exact wording of the motion, and possibly also the wording of bylaw provisions regarding the authority of the Executive Committee. It may be that the Executive Committee was merely expected to bring forth recommendations regarding these resolutions at the next convention, or it may be that it is expected and authorized to act on these motions. In any event, the member the resolutions which were referred to the Executive Committee are certainly not “dead.” You say that you have been told that “any business, including resolutions, not handled during convention dies at the end of convention.” I think this statement is correct, but it is not applicable here, because the Convention did “handle” these resolutions by referring them to the Executive Committee.

The committee could move to include a part of its report in the minutes, and the assembly could prevent the inclusion of that part of the report by defeating that motion. A motion would be necessary for such an inclusion, since ordinarily reports (or portions thereof) are not included in the minutes. On the other hand, if the committee were to actually make a motion to appreciate J. Doe’s work, this is a main motion, and it would therefore automatically be recorded in the minutes, even if it is defeated. There is really no way for the assembly to stop the motion from being recorded in the minutes. It should be noted, however, that what is ultimately recorded is the final wording of the motion - so if the assembly really doesn’t like Mr. Doe, it might amend it into a motion which is somewhat less appreciative of his contributions. Is the last question about the assembly not wanting it in the minutes merely a curiosity, or is there really strong disagreement between the committee and the rest of the assembly over whether to express appreciation for this person’s work?

Do the bylaws grant the board the authority to fill vacancies? If not, do the bylaws grant the board full power and authority over the affairs of the society between meetings of the society’s membership?

Yes, the bylaws may be amended to provide for this if the organization wishes, although I would advise stating this very clearly to avoid any confusion. If it is not carefully stated, it would be very easy to assume that the new rule applied to all cases of discipline. I would suggest something like the following. ”The membership may expel a member by a 2/3 vote due to failure to follow the requirements of the (description of policy). In all other cases, matters of discipline shall be governed by the parliamentary authority.”

Yes. It does not make a difference.

Assuming there is no rule in the bylaws to the contrary, the President is correct. RONR is explicit on this point. “Strictly speaking, nominations are not necessary when an election is by ballot or roll call, since each member is free to vote for any eligible person, whether he has been nominated or not. In most societies, however, it is impractical to proceed to an election without first making nominations. While members are always free to "write in," on a ballot, the name of an eligible person who has not been nominated, or to vote for an eligible non-nominee during a roll-call vote, under normal conditions it is likely that most members will confine their choice to the nominees. Without nominations, voting might have to be repeated many times before a candidate achieved the required majority.” (RONR, 11th ed., pgs. 430-431, emphasis added) ”Votes can be cast for any person who is eligible for election, even if he has not been nominated.” (RONR, 11th ed., pg. 439)

Works for me. RONR already provides for the ability to do both of these things, although the procedure for the latter is lengthy. It seems sufficient to me to follow RONR in this regard. I don’t know whether this is sufficient for your parent organization. RONR does not discuss the use of addendums to bylaws. The parent organization’s policy would prevail. Nonetheless, the organization is required to follow the parent organization’s directives.

“All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it.” (RONR, 11th ed., pg. 456) If the President refuses to listen to reason and continues with this “my way or the highway” attitude, see RONR, 11th ed., pgs. 650-654.

RONR does not explicitly state such a thing, but I feel the explanation noted above is sufficient to conclude that such a rule is in the nature of a rule of order. It is important to note that whether a rule is in the bylaws does not change whether it is in the nature of a rule of order. No page explicitly states such a thing. The entire book is made up of rules of order, because that is what a parliamentary authority is. It would not be prudent to provide an exhaustive list of rules of order. That changes nothing.

“The effect of postponing a question to a specified hour or until after a particular event in a meeting (making it a general order for that hour) is: (1) to ensure that the question cannot come up before the predetermined time except by a two-thirds vote or through a reconsideration of the postponement; and (2) to provide that it will come up at the time named, or later, depending on certain circumstances. Such an order of the day cannot interrupt pending questions, and (except by a two-thirds vote) it cannot come up before general orders have been reached in the order of business, even if the time named has arrived or passed; but it is automatically taken up at the time named or as soon thereafter as general orders have been reached and any of the following matters, all of which have precedence over it, have been disposed of: (1) a question pending at the time named; (2) a special order for a particular hour that comes into conflict; (3) a motion to Reconsider that is called up (37); or (4) any other general order made before it was made, unless such other general order was set for a time that has not yet arrived.” (RONR, 11th ed., pgs. 186-187)

This is generally unnecessary. The motion to Suspend the Rules is used to suspend the rules for a specific purpose, and when that purpose is completed, the suspending effect ends. In some cases, the rules are suspended for a specific purpose and also for a specific length of time (say, for the consideration of a particular motion, or the duration of a meeting), and in those cases the motion to suspend the rules specifies when the suspending effect ends. I suppose it is conceivable that in a particular case a motion to suspend the rules may be ambiguous in this regard, or the assembly might choose to end the suspending effect early, in which case a motion could be made to revert to the regular rules, but I think this would be the exception rather than the rule. It should be noted that a generic motion “to suspend the rules” is not in order. Improperly wording motions to suspend the rules in that manner is generally what leads to this sort of confusion. As noted above, no motion to “reinstate” the rules is necessary.

Yes, so in that instance, the refusal of one member would indeed require the committee to meet (in person, unless the organization’s rules permit another method).

Nothing in RONR permits a committee to vote by email in the first place.

In my view, if we assume an organization has adopted the sample bylaws in RONR, the adoption of a budget, in and of itself, does not authorize the Treasurer, acting alone, the authority to spend anything. The board, however, is authorized to spend amounts up to the amounts authorized in the budget, to the extent that such expenses are within the board’s authority under the sample bylaws of “general supervision of the affairs of the Society between its business meetings,” and the Treasurer may act on the board’s instructions. The rule on pg. 577 suggests that the board may not exceed the limitations in the budget. A particular organization will likely have its own language concerning the powers of the board and of the Treasurer, and therefore the answer for a particular society may well be different.

Any member may offer a correction to the minutes, whether or not the member was present at the meeting the minutes are for. The assembly will determine whether to accept the correction. It should be noted, however, that committee reports generally do not belong in the minutes. If the member requests unanimous consent for the correction, object. Then when a vote is taken on the correction, vote against it.

“Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection.” (RONR, 11th ed., pg. 15) A rule requiring a 2/3 vote relates to the orderly transaction of business in meetings. As noted above, a rule which relates to the orderly transaction of business in meetings or to the duties of officers on that connection is in the nature a rule of order. A good rule of thumb is that if a similar rule is found in RONR (with certain exceptions, such as rules found only in the sample bylaws), it’s probably a rule of order, since the primary purpose of a parliamentary authority is to provide a set of rules of order for the society’s use. “The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual.” (RONR, 11th ed., pg. 15) Since RONR includes rules which require a 2/3 vote for certain motions, and RONR is primarily a book of rules of order, it seems reasonable to conclude that, in the absence of persuasive evidence to the contrary, that such a rule is in the nature of a rule of order. No, there is no requirement that a rule in the bylaws which is in the nature of a rule of order be identified as such, and the presence or lack of such an identification has nothing to do with whether the rule is in the nature of a rule of order. No, a rule in the bylaws which is not in the nature of a rule of order may not be suspended unless the bylaws so provide. No such provision is required for rules which are in the nature of a rule of order. I suppose the confusion arises from a misreading of this passage: ”Rules clearly identifiable as in the nature of rules of order that are placed within the bylaws can (with the same exceptions) also be suspended by a two-thirds vote; but, except for such rules and for clauses that provide for their own suspension, as stated above, rules in the bylaws cannot be suspended.” (RONR, 11th ed., pg. 17) ”Clearly identifiable” does not mean that the bylaws must specifically state “By the way, this is in the nature of a rule of order.” It means that if there is ambiguity in a particular case, this ambiguity should be resolved in favor of the interpretation that it is not a rule of order. But rules requiring a particular voting threshold (and a 2/3 vote in particular) have been a key component of the common parliamentary law for centuries, and clearly relate to the orderly transaction of business in meetings, so I am not persuaded that there is any ambiguity over whether such rules are in the nature of rules of order. As for the latter question, rules in the bylaws which are in the nature of rules of order may be suspended, and rules in the bylaws which provide for their own suspension may be suspended. A rule only needs to meet one of these criteria (not both) in order for suspension to be permissible. For additional background on this question, members may wish to read this topic, as I assume this is an attempt to resurrect that issue.

Those responsible could be subject to disciplinary action, although perhaps the membership will be lenient under the circumstances. There might also be potential legal consequences, which would be a question for an attorney.