Josh Martin

If the board now chooses not to hire a parliamentarian to provide advice on this matter, then I suppose no parliamentarian will be hired. The membership could provide instructions to the board, but presumably the membership will not meet soon enough to do this. I would note that the ultimate authority to interpret the bylaws rests with the society itself. In the interim, the board (and the election committee, if your rules give that committee a role in this) will need to interpret the rules as best as it can. Yes, but it is doubtful this can be done in time to help with the current situation.

Assuming the bylaws do not require a ballot vote, what happened was entirely proper. I would note that so far as RONR is concerned, the assembly is free to reopen nominations, by majority vote.

The rule you describe is not found in RONR, and a subordinate board may not adopt a rule of this nature as it conflicts with the parliamentary authority. The society could adopt such a rule. The board may also choose to postpone particular items on a case by case basis. The motion to postpone is debatable and amendable and requires a majority vote for adoption.

Check your bylaws for disciplinary or removal procedures, or if they are silent, see Ch. XX of RONR.

See RONR, 11th ed., pgs. 565-588.

This decision is in error for several reasons. For starters, it is not necessarily the case that a member who is delinquent in dues loses any of their rights of membership. This is only the case if the bylaws so provide. RONR does not specify what the rights of a “non-voting member” are, so it will be up to the society to interpret whether such a member has the right to vote. Even assuming this person did not have the right to make a motion, a Point of Order regarding such matters must be raised promptly. This issue does not cause a continuing breach. Finally, even if this had been a continuing breach, the board has no authority to rule a motion adopted by the membership invalid. Such a ruling could only be made by the chair at a meeting of the membership, and would be subject to appeal. A majority vote is sufficient to overturn the chair’s ruling. Questions pertaining to pending business, such as a pending motion or report, are in order. RONR does not, however, provide for a general “question and answer period,” although the assembly may do so if it wishes. Is the upcoming meeting you refer to a meeting of the board or of the membership? The correct way to deal with this kind of procedural issue if discovered after the fact is to do nothing. This issue is not a continuing breach. The motion is valid.

Okay, and also remember that it needs to be appointed by the membership, not the board.

If the issue does not fall under the duties of the membership committee, there is nothing wrong with appointing a special committee to review this matter, and it is puzzling why the membership committee made a recommendation on this matter in the first place.

RONR notes that “The anomalous title "co-chairman" should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position.” (RONR, 11th ed., pg. 176) Generally, I think this advice is equally applicable to other positions. I suppose it may be somewhat less problematic in the case of a parliamentarian since the parliamentarian merely advises the chair, and the chair makes the rulings (subject to appeal to the assembly), so there is already a built-in method to resolve conflicts. Still, this arrangement is rather unusual. Even in organizations which have multiple parliamentarians (such as legislative assemblies, or perhaps in large conventions), there is generally still one “head” parliamentarian. Ultimately, however, it seems to me the President has (or at least should have) the right to do this if he wishes, unless the organization’s rules provide otherwise, although the organization would need to approve any additional fees. ”If a parliamentarian is needed by an organization, the president should be free to appoint one in whom he has confidence. The board or society must approve any fee that will be required, however.” (RONR, 11th ed., pg. 465) While the text assumes there will only be one parliamentarian, I do not think it prohibits multiple parliamentarians. I get the impression, however, that the President just wants a new parliamentarian and doesn’t want to hurt your feelings. Perhaps you should assure him that you respect his right to appoint a parliamentarian of his choice and offer to resign.

Based on the facts provided, the procedure you describe is improper. Unless the bylaws provide otherwise (and it appears they do not, since you say your rules have no methodology to punish members), disciplinary authority rests solely with the membership. Also, if your rules are in fact silent, I would note that there is no “disciplinary review panel” in RONR. The first step in disciplinary procedures is to create an investigative committee.

The citation in question specifically applies in cases where the matter referred falls under the duties of a standing committee. Since the matter falls under the duties of the membership committee, if it is to be referred to a committee, it must be referred to the membership committee.

No, and in fact, there is no need for the President to vacate the chair even if the election is contested (assuming the President does not speak in debate on the election). ”Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly's consideration of that motion, just as he would in a case where he wishes to take part in debate (see also pp. 394–95). The chair, however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included.” (RONR, 11th ed., pgs. 451-452)

Yes, I think so. Yes, I think so, although it also gives him the advantage of always having the last word. The right to debate. In the ordinary case, the chairman of a small board may speak at any time in debate, the same as any other member. I would first note that under the small board rules, there is no limit to the number of speeches a member may make, unless the board has adopted its own rule on this matter. In any event, I do not think this rule, in and of itself, would impose a limit of a single speech. The chair could make multiple consecutive speeches.

Follow the disciplinary procedures in your bylaws, or if those rules are silent, see Ch. XX of RONR.

The organization will need to interpret this conflict. RONR has no answer to this specific question, but there are some principles of interpretation on pgs. 588-591 which may be of assistance. I would advise simply adding an explicit statement one way or the other, depending on the organization’s preference. You could say “The Immediate Past President shall be a member of the board, even if he would otherwise be ineligible to serve on the board due to term limits.” or “The Immediate Past President shall be a member of the board, unless he has exceeded the term limits.”

No, but the President’s ruling and reasoning (which appears to restate this opinion in some respects) should be included in the minutes. Possibly not, but a review of the specific matter referred to the special committee and of the duties of the standing committee, as defined in the bylaws, would be necessary to say for sure. ”A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee.” (RONR, 11th ed., pg. 492)

Actually, RONR does have a rule on this. ”When a committee is discharged from considering a matter, either by the adoption of a motion to discharge it or by the submission of its final report, the committee continues in existence if it is a standing committee, but ceases to exist if it is a special committee that was appointed to take up the matter. In any case, when a committee is thus discharged, its chairman returns to the secretary of the society all papers relating to the referred matter that were previously entrusted to him.” (RONR, 11th ed., pg. 313) So they should be returned no later than the submission of the audit committee’s report.

If it is merely a custom to reimburse members for their flights, no rule in RONR prevents the assembly from deviating from this custom in a particular case, even if the flight has already occurred. I have no disagreement that a motion to remove travel reimbursement for a particular member is “disciplinary” in a more general sense of the word, but it does not require formal disciplinary procedures to take such an action. A custom, in my view, is not sufficient to create a right which may be removed only through disciplinary procedures.

If the agenda was adopted, that would make the items on the agenda orders of the day for the meeting. Orders of the day which are not reached prior to adjournment become unfinished business for the next regular meeting.

If I understand the facts (and I am still not certain that I do), the intent is to challenge the ruling that members who are delinquent in their dues are ineligible for office. This would be done by raising a Point of Order, followed by an Appeal if necessary. I suppose this would be done by arguing either that the bylaws do not, in fact, have such a requirement or by arguing that the bylaws are themselves invalid. A majority vote is sufficient to overturn the chair’s ruling. In the alternative, if the bylaws are in fact valid, and they do in fact require members to be current in their dues to be eligible for office, the proper course of action would be to amend the bylaws. What exactly is required should be specified in the bylaws themselves, but generally some form of previous notice and a higher vote (such as a 2/3 vote) is required to amend the bylaws. Whether and to what extent proxies are valid for this purpose (or for any purpose) will be found in the rules authorizing proxies, which should be in the bylaws (or perhaps in a higher-level document), I would also note that because the alleged facts of this case are so remarkable (the validity of the bylaws themselves is disputed, the board refuses to let members see the bylaws, the board invites only select members to meetings of the association, the majority of the Association is refusing to pay its dues, etc.), because HOAs are frequently subject to numerous relevant laws, and because this situation has already been the subject of litigation, I rather doubt that this forum will be able to satisfactorily resolve this Association’s problems. I expect the Association will require the services of one or more of a professional parliamentarian in your area, an attorney, and/or a mediator.

There is no such thing as an “interim” officer in RONR. Someone is either an officer or they’re not. (RONR does provide for “pro tem” officers for the chairman and secretary. These officers serve only in the context of meetings and do not gain anything else associated with the permanent office, such as membership on the Executive Committee. There is no “pro tem” Treasurer.) If your bylaws provide for “interim” officers, your bylaws should answer these questions.

See FAQ #10, paying particular attention to the last sentence. I don’t quite understand. Emergency acceptance of what? Emergency activation of what? If it is believed that the bylaws were not properly adopted, a member should raise a Point of Order to that effect, followed by an Appeal if necessary. I also strongly advise seeking legal counsel.

I disagree. If it is merely customary to provide flights to members, the assembly may deviate from this custom in a particular case by majority vote. No disciplinary procedures are required.

I would not make this presumption based upon the facts presided, since all that we have been told so far is that flights are usually paid for by the Association. I do not know whether this is merely a custom, or if there is in fact a rule granting members a right to have their flights paid for by the association (and if the latter, whether there are some circumstances where this rule does not apply, since it is only “usually” and not “always”).

I concur with my colleagues, but I would note that in such a case, the President should relinquish the chair during consideration of the amendments, since he has shown himself to be partial on this question.