Josh Martin

Since no final decision on this matter has yet been made, there is nothing to declare “null and void.” The two persons in question are no longer members of the committee and the vacancies should be filled as soon as practical. The remaining committee members are free to dispose of the matters pending before the committee as they wish. The fact that a motion was made and seconded by persons who were not properly members of the committee is not a continuing breach, so it is too late to raise a Point of Order on those grounds.

No, but it can be postponed to the next meeting. See FAQ #12. The motion to postpone is debatable and amendable and requires a majority vote for adoption.

Yes, I agree that such comments are not in order, unless some relevant motion is pending.

Okay, then do that.

Yes, I agree. I don’t think this changes my response. It seems to reinforce it.

For starters, do your bylaws state that the members serve “until their successors are elected?” In any event, the situation should indeed be rectified immediately. As for actions taken by the committee during that time, the only actions in question are those where these votes could have made a difference. I would also note that in cases where the committee merely made a recommendation, which was subsequently approved by a superior body, those actions would also not be in question.

You need to take this to a higher authority, such as the general membership, or the courts. Yes, obviously this is improper (as are many of the assembly’s other actions), but the assembly clearly does not care.

It would mean that they are required to follow common parliamentary law as they understand it, and they don’t seem to understand it very well. They can also adopt their own rules as they please for those aspects of the common parliamentary law they don’t like. ”A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are.” (RONR, 11th ed., pg. 3) “Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10) Not as any reasonable person understands it, but your board may find otherwise. It is written on page 3, but don’t forget the part where it says “to the extent that there is agreement in the meeting body as to what these rules and practices are.” Then I suppose the society will have to adopt its own rules, such as “The chair person shall arbitrarily & unilaterally create their own rules, and then selectively enforce them.” Societies enforce parliamentary law for themselves. There are no RONR Police or RONR judges. It can’t compel anyone to do anything. Most societies use it because they find it preferable to chaos or tyranny.

Thank you, I missed that part. So it appears that the procedure will be somewhat more complex. In the event that it is impractical to amend the bylaws regarding this matter in a timely fashion, I would suggest the following steps: 1.) Persuade one of the resigning board members to show up to two more meetings. 2.) At the next board meeting, accept the resignations of all of the resigning members except or the board member who has agreed to temporarily stick around. Provide notice for filling these vacancies. 3.) At the next board meeting, fill the vacancies caused by those resignations. Ideally, have people lined up beforehand and have them attend, so that they can take their seats immediately. Accept the resignation of the remaining resigning board member and provide notice. 4.) At the next meeting, fill that vacancy.

If this in fact correct, then I agree. I interpreted the OP’s post as meaning that there were no provisions regarding discipline other than rules concerning the removal of a board member (or of the entire board). Perhaps the OP can clarify.

I think this is certainly an appropriate time to raise a Point of Order raising the meeting’s validity. Indeed, it seems prudent to handle such matters as soon as possible. This seems to be a reasonable interpretation. Nonetheless, it seems to me the member’s complaint was clearly in the nature of a Point of Order and should have been admitted as such (or alternately, the chair could have helped her properly frame it as a Point of Order). There is no need to penalize the member for not knowing the correct terminology. Unfortunately, since the President also apparently did not know how to process a Point of Order, the matter was not properly resolved. The chair should have ruled on the point, and the chair’s ruling could be appealed from. Applicable procedural rules in state law take precedence over the bylaws in any event. Generally, a Point of Order regarding a violation of the rules must be raised at the time that the violation occurs. Certain rule violations, however, are so severe that they cause a “continuing breach,” in which event a Point of Order may be raised at a later time. One of the types of violations which causes a continuing breach is when a rule protecting the rights of absentees is violated. A rule concerning notice is such a rule. So if the member is in fact correct that notice may be sent only by mail, that would be a continuing breach. So it seems to me the member should be permitted to raise this point at a future meeting of the membership. Specifically, her point would be that the special meeting (and the business conducted therein) is null and void, because the bylaws require notice to be sent by mail, which was not done. The point would be ruled on by the chair, and that ruling would be subject to appeal. A majority vote is sufficient to overturn the chair’s ruling. I don’t think the facts support the member’s claim, but this will ultimately be a question for the society to decide. There is also the possibility that the member might pursue a legal challenge, in which event the society should seek legal counsel. I can’t speculate as to the member’s expectations. No. Since the decision was made at a meeting of the membership, a Point of Order regarding this matter may only be raised at a meeting of the membership. The board is subordinate to the membership, and therefore cannot declare an action of the membership to be null and void.

Technically, the rules of decorum in RONR only prohibit attacks against other members, not against nonmembers. The council President’s comments may well have been out of order based upon something in the council’s rules. Perhaps they prohibit personal attacks against the public, or prohibit council members from speaking during public moment, or whatever. There may also be legal issues - it would likely be prudent for the council to consult its attorney. Finally, it would seem unwise for an elected official to publicly attack members of the electorate.

Well, you may not actually have as many vacancies as you think. Resignations are not final until they are accepted by the board - and resignations can’t be accepted without a quorum. So some of those people might still be board members. Perhaps you can offer to buy one of them dinner or something in exchange for showing up to one more meeting (they don’t even have to pay attention - they just need to be in the room). Be sure to provide notice in the call of the meeting that any current vacancies, or any vacancies caused by resignations accepted at the meeting, will be filled at that meeting.

Yes.

Then follow those procedures. I don’t know if the term of office is relevant since we are told that the bylaws say “how to remove a single board member, or the entire board.” It seems to me the rules in the bylaws take precedence. “Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed.” (FAQ #20)

This is not necessarily an error. The minutes do not need to be read if they have been distributed to the board members in advance, unless a board member demands that they be read. The board did make some errors in terminology here. A motion to dispense with the reading of the minutes doesn’t actually do what it sounds like. What it is actually used for is to set aside the reading and approval of the minutes until a later time. It is not used to approve the minutes without reading them. As previously noted, the minutes do not need to be read prior to approval if they have been distributed in advance (unless a member demands it). If they have not been distributed in advance, I suppose the assembly could still vote to approve them without reading them (by unanimous consent), but this seems rather foolish. The chair and the lawyer are correct. Only a board member may raise a Point of Order at a board meeting.

If the rest of the group has no issue with it, there is no parliamentary solution. Any parliamentary solution would require at least a majority vote. I suggest consulting an attorney, or resigning. These sounds like legal questions and terms to me. No to both questions. I think it would be rather difficult (and foolish) to limit discussion of RONR in particular, as this would obviously be relevant when raising a Point of Order or in discussion on an Appeal. The assembly could, of course, amend its rules so that RONR is no longer its parliamentary authority. RONR is still a value resource on the common parliamentary law, but a rule prohibits discussion of RONR would certainly be less problematic in an assembly which does not use it than in one which does. In general, however, yes, a group may adopt rules limiting the subjects which may be discussed. The President certainly may not do so. I am less certain about the group, but I am leaning toward “no,” unless the group amends its rules so that RONR is no longer its parliamentary authority. To do otherwise would prevent members from enforcing the rules in RONR, some of which cannot be suspended. Frankly, why doesn’t the group simply amend its rules to remove any reference to RONR? That would seem to be simpler than all of these shenanigans.

I would suggest, however, that the President should not do so unless he first relinquishes the chair to the Vice President, since the presiding officer is supposed to maintain the appearance of impartiality.

Assuming the Texas Business Organization Code is applicable to your organization, it would override Robert’s Rules even if your bylaws specifically stated RONR as your parliamentary authority. Indeed, if RONR is not your parliamentary authority, it is not binding on your organization at all (even if it does not conflict with your bylaws or applicable law), although your organization might consider it persuasive. If the bylaws do not require a ballot vote, and the candidates are uncontested, what RONR says should happen is that the chair should simply declare the candidates elected. So it seems what happened was entirely proper (at least according to RONR). If the members didn’t like these candidates, they should have nominated others.

Unfortunately for the staff members, this is essentially the correct answer, except that new candidates could be added - perhaps there is someone the various factions can compromise on. As for the issue of the “career suicide,” perhaps the staff should suggest hiring a professional parliamentarian so the correct answer can be given by someone whose livelihood is not dependent on the assembly’s mood. The situation would be the same if there were four candidates with the votes split 2-2-2-1. The assembly will have to learn how to compromise. I would advise checking state law first. For a public body, this might not be an option. I would think an option would be for members to hold some tie breaking method as suggested, and for the members to then voluntarily agree to vote for the winner of the tie breaking method. So let’s say they draw straws, and then another vote is held, and everyone votes for the person who drew the short straw. The bottom line is that the only way anyone is getting elected is by majority vote, but what voters base their decisions on is up to them.

A Point of Order that the meeting is invalid is in order. The Point of Order should perhaps have been ruled not well taken (I don’t know as I don’t know what the member gave as her reasoning), but it is in order. “The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93) Yes. So long as she remained in the room, she was still present and counts toward the quorum. She would do so by raising a Point of Order at the next regular meeting that the special meeting was invalid. At this point, there would need to be a continuing breach to raise such a point. I am still not certain on what grounds the member is making this claim, so I don’t know whether there is any validity to it.

The latter. The minutes are a record of what was done. The minutes correctly reflect the amount that was approved by the board and should not be changed. If the board approved the wrong amount, the appropriate tool is to use a motion to Amend Something Previously Adopted to change the amount. That motion will be recorded in the minutes of the meeting where that motion is adopted.

These are legal questions and are therefore beyond the scope of RONR and this forum. Consult an attorney. As a matter of parliamentary law, the bylaws themselves should specify the manner in which they are amended. State law and the DCC&R may also have provisions on this matter (which would be especially relevant for the adoption of the initial bylaws). In the unlikely event that all of these are silent concerning the adoption or amendment of bylaws, the rule in RONR is that bylaws are adopted (and amended) by the membership. The initial adoption requires a majority vote, and subsequent amendments (if the bylaws are silent on this subject) require a 2/3 vote with previous notice or a vote of a majority of the entire membership. To the extent that these questions also involve legal issues, consult an attorney.

I don’t see the point in such a motion, as if the chair wishes to speak in debate, he may already do so by relinquishing the chair. No motion is necessary. “If the presiding officer is a member of the society, he has—as an individual—the same rights in debate as any other member; but the impartiality required of the chair in an assembly precludes his exercising these rights while he is presiding. Normally, especially in a large body, he should have nothing to say on the merits of pending questions. On certain occasions—which should be extremely rare—the presiding officer may believe that a crucial factor relating to such a question has been overlooked and that his obligation as a member to call attention to the point outweighs his duty to preside at that time. To participate in debate, he must relinquish the chair; and in such a case he should turn the chair over: a) to the highest-ranking vice-president present who has not spoken on the question and does not decline on the grounds of wishing to speak on it; or b) if no such vice-president is in the room, to some other member qualified as in (a), whom the chair designates (and who is assumed to receive the assembly's approval by unanimous consent unless member(s) then nominate other person(s), in which case the presiding officer's choice is also treated as a nominee and the matter is decided by vote). The presiding officer who relinquished the chair then should not return to it until the pending main question has been disposed of, since he has shown himself to be a partisan as far as that particular matter is concerned. Indeed, unless a presiding officer is extremely sparing in leaving the chair to take part in debate, he may destroy members' confidence in the impartiality of his approach to the task of presiding.” (RONR, 11th ed., pgs. 394-395) Nonetheless, if the assembly wishes to suspend the rules so that the chairman may speak in debate without relinquishing the chair, it is free to do so. I agree, however, that this is inadvisable. (As Mr. Mervosh notes, the chairman of a committee or small board may already speak in debate without relinquishing the chair.) As I understand it, this prescription is precisely what the motion seeks to suspend.

No, in my view, this is not sufficient to grant the President the authority to instruct the nominating committee.