Josh Martin

In its most basic sense, a parliamentarian is someone who is knowledgeable in parliamentary law. All this requires is a willingness to learn, a fair amount of spare time, and a copy of the book. There are also private organizations which offer certifications for persons who have completed certain tests and courses. The best known of these are the National Association of Parliamentarians and American Institute of Parliamentarians. Achieving these certifications often has benefits within the association, such as inclusion in their referral list. The term parliamentarian may also refer to someone who performs parliamentary services for organizations (often in exchange for payment), such as serving as a meeting parliamentarian or to draft amendments to bylaws. Such a person may or may not have the certifications mentioned above. No jurisdiction I am aware of requires someone to have a “license” to offer their services as a parliamentarian. Finally, when RONR itself refers to a parliamentarian, it refers to a person who is serving as an advisor to the chair on parliamentary law. This may be a person who does this for a living (as described above) or perhaps a member of the organization or friend of the chair who does it on a voluntary basis.

As a parliamentary matter, the solution would be to first view the bylaws to see what they actually say. Members have a right to view the bylaws. After determining what the bylaws say (especially concerning the amendment), attempt to amend the bylaws (such as the rules pertaining to officers). It may also be desirable to consult a professional parliamentarian in your area (both the National Association of Parliamentarians and American Institute of Parliamentarians provide referrals) and an attorney.

The rules concerning committees are discussed in Section 13, which concerns the motion to Commit, and Section 50, which discusses committees. There does not, however, need to be an explicit statement in RONR that the President and Vice President cannot do X. Rather, these officers have specific duties (defined in RONR, 11th ed., pgs. 448-458) and then specifically states that the President does not have further authority except as specified in the bylaws. This applies to other officers as well - I believe the President is singled out simply because this is the most common officer to go on a power trip. “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. In some organizations, the president is responsible for appointing, and is ex officio a member of, all committees (with the exception of the nominating committee, which should be expressly excluded from such a provision, and with the further possible exception of all disciplinary committees; see pp. 579–80). But only when he is so authorized by the bylaws—or, in the case of a particular committee, by vote of the assembly—does he have this authority and status. As an ex-officio member of a committee, the president has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present.” (RONR, 11th ed., pgs. 456-457) So the burden is really on the President and Vice President to find the rule that supports their claimed authority.

I think it would be in order, but I don’t think it’s an especially clear way of making the point you are getting at. I would ask more directly, such as “The chairman appears to be (description of action). Could the chairman describe what rule authorizes him to do this?” I also think an example of the conduct at issue would be helpful. This is all extremely hypothetical, but if the chair is in fact acting in a manner outside of his authority (whether granted by RONR or the society’s rules), a member could raise a Point of Order.

The President and Vice President have no authority over the nominating committee unless your rules so provide.

The simulated US House apparently has chosen to use RONR, but in the event that it chooses to use Jefferson’s Manual, the text of the latter is available online, and there is therefore no need to request a copy from the Clerk of the real US House. For what it is worth, I don’t think changing the parliamentary authority would change my interpretation that an empty chair is not a voting member.

I do think there is some ambiguity regarding whether “voting member” means a member who is currently voting or a member who has the right to vote, but since 8 is a majority of 14 or 15, it makes no difference in the present case. I agree that “voting member” does not include a vacant seat.

An empty seat is not included when determining a majority in RONR unless the rule refers to the “fixed membership,” or uses a fixed number, which this rule does not. To the best of my knowledge, empty seats are also not included when determining a majority under the rules of the actual US House of Representatives. Finally, while it is ultimately up to the assembly to determine its own rules, I cannot imagine any reasonable interpretation in which an empty chair is viewed as a “voting member.” Since this is a political simulation, however, it seems to me the members in the minority should ignore the above advice and accuse those in the majority of undertaking some sort of anti-democratic coup, that they raise a Point of Order (followed by an Appeal) defeated upon party lines, and for bonus points, reverse roles when the majority and minority are reversed in the future.

RONR does not specify a timeline for when the election is to be held, but it should be done as soon as possible. As for notice of the election, notice may be given orally at the previous regular meeting or included in the call of the meeting. Same as above, except I would emphasize the “as soon as possible” more strongly, since it’s already been eight months.

Yes, a member certainly could do so, but since the text notes that what is involved under this heading “may vary in character,” and that it commonly permits “informal observations (which, in my view, is still short of a full discussion) one hopes the member will also clarify that he specifically desires for this heading to permit discussion of a subject without a motion pending (in which event, the rule on pgs. 34-35 is satisfied anyway). Yes, but if it was customary in the OP’s organization to have a heading for the purpose of permitting discussion of a subject without a motion pending, then his question about the appropriate place for such discussions would seem to be unnecessary. I don’t see how a precedent would be created on this subject, since I don’t see what rule the chair’s ruling would be based on (unless we are speculating it is due to some as yet unmentioned rule if the assembly). It seems to me that what is previously described is a request for the chair by unanimous consent to limit the discussion (which is only permitted in the first place because the assembly has agreed to it) to provide a limit of three minutes, plus a rebuttal if necessary. This does not, however, create a precedent because it is not s ruling. (If the assembly does this regularly, it might create a custom.)

Yes, it is correct that New Business is not the proper place for discussions without a motion. “Under parliamentary procedure, strictly speaking, discussion of any subject is permitted only with reference to a pending motion. When necessary, a motion can be prefaced by a few words of explanation, which must not become a speech; or a member can first request information, or he can indicate briefly what he wishes to propose and can ask the chair to assist him in wording an appropriate motion. In general, however, when a member has obtained the floor while no motion is pending—unless it is for a special purpose, such as to ask a question—he makes a motion immediately. Any desired improvements upon the member's proposal can be accomplished by several methods after the motion has been made (for a summary, see pp. 114–16). For a member to begin to discuss a matter while no question is pending, without promptly leading to a motion, implies an unusual circumstance and requires permission of the assembly (see p. 299) in addition to obtaining the floor. In larger assemblies, this rule requires firm enforcement. In smaller meetings, it may sometimes be relaxed with constructive effect if the members are not accustomed to working under the standard rule. Unless the assembly has specifically authorized that a particular subject be discussed while no motion is pending, however, such a discussion can be entered into only at the sufferance of the chair or until a point of order is made; and in the latter case, the chair must immediately require that a motion be offered or the discussion cease. The general rule against discussion without a motion is one of parliamentary procedure's powerful tools for keeping business "on track," and an observance of its spirit can be an important factor in making even a very small meeting rapidly moving and interesting.” (RONR, 11th ed., pgs.34-35) There is never a proper time during a meeting to discuss a matter without a motion pending, unless the assembly has specifically granted permission to do so.

I think it is somewhat unclear whether including the number “6” in the rule means anything at all, or if it is included merely for illustrative purposes. In any event, I certainly do not think it means that nine board members must be present. It may well mean, however, that six votes are required even if some board members are absent, or possibly even if (due to vacancies) there are fewer than nine total board members. In the long run, it would be desirable to amend the rule for clarity.

Okay, I guess I was unclear. Let’s try again. ”A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use.” (FAQ #10) Gary - it’s not clear to me whether the ballot was blank or the proxy form was blank.

The fact that the President has “unlimited delegation authority” has no bearing on this case, because the President cannot delegate authority that he does not have in the first place, and in my view, a general statement that the President will make decisions that are “in the best interest of the council membership” is far from sufficient to authorize the President to postpone a meeting. I still cannot definitively say whether the postponement was proper, because we still do not know what the bylaw say regarding how meetings are scheduled in the first place (for instance, do the bylaws or other rules specifically state that meetings are held on a specific day, such as the third Thursday of each month, or if they merely state that meetings are “monthly” and then authorize some person or body to specify the exact dates), and how the decision was made to postpone it. While we are told that the decision to postpone was made by “the Pres., Vice Pres., Treasurer, Board Chair and one of the standing committee chairs,” I do not know whether this means that the decision was made at a meeting of an assembly which includes these persons, or whether it was made outside of a meeting.

It can be brought up at the next meeting.

Okay. Please note that even if the vote is by ballot, most of the steps above are still followed. The only difference is that members cast a vote for a suggestion of their choice rather than voting on the suggestions in sequence. Also note that multiple rounds of balloting may be necessary. Yes, this is correct. There is nothing wrong with seeking out tellers in advance, but they are not formally appointed until the meeting itself. Also note that tellers are appointed by the chair.

I would first note that all of this should be taken with a large grain of salt, since RONR says the following regarding email meetings: “A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99).” (RONR, 11th ed., pg. 1, footnote) Setting aside this major problem, I would think the most useful motions would be... 1) To raise a Point of Order if you believe the removal itself, or some aspect of the process, is in violation of the organization’s rules, followed by an Appeal if necessary. 2) To move to Postpone the motion. I don’t know what you had in mind, but I don’t know that many other motions would be useful. Generally, motions to limit or end debate require a 2/3 vote for adoption. So far as RONR is concerned, debate is not included in the minutes, so whether or not debate occurs will not affect what is included in the minutes. (It might be argued that the organization’s rules provide otherwise on this point.)

The organization’s rules (or applicable statute) governing proxies, and potentially the instructions on the proxy itself, should answer such questions. RONR does not permit proxies, and therefore provides no guidance on this subject. This is not, however, a ballot. It is a proxy - a means by which a member assigns their right to vote to someone else. The fact that the proxy is blank regarding the position, therefore, does not necessarily mean the vote is not cast for any candidate (although this is one possibility). It may be that the proxy holder is authorized to cast the vote as he sees fit, or it may be that the rules on this matter dictate that such votes are cast in a particular way. Ultimately, however, this is a question which will have to be answered by the organization’s rules (or applicable law) regarding proxies, and possibly also by the directions on the proxy itself.

Yes, I think that what the OP describes may be called a “caucus,” but I don’t think that fact changes the appropriate procedures.

I don’t really think an agenda is necessary for this meeting. There is no need for a motion for this. So you don’t want a ballot vote anymore? A motion for a counted show of hands, or for a ballot vote is in order. If both motions fail, the vote will be a voice vote (although calls for a Division of the Assembly are in order if that is inconclusive). First, it is not necessary or appropriate to spell the procedure out in detail in the agenda. I would strike everything after the first sentence. Secondly, when filling blanks, the numbers are arranged in a logical order and voted on in order. Since each proposal is viewed as an independent original, the members votes for and against each proposal in order. As soon as one of the numbers reaches a majority (that is, there are more votes for than against), that number is adopted. Because of this, they should be arranged such that the number with the least likelihood of adoption is listed first. Based on the order you have presented, this suggests you believe most members are in favor of a larger board. If this is not the case, the order should be reversed. Also, a motion “to determine the number of directors (between 3 and 7)” is not in order. Rather, the member would move “To set the number of directors at (blank), to be effective as of the elections at the upcoming annual meeting.” The chairman should explain that suggestions for filling the blank are now in order, but that due to the rules in the bylaws, the numbers must be no lower than three and no higher than seven. Suggestions are then taken. It may be that not every possible number is suggested - perhaps only three, five, and seven will be suggested, for instance. The process above assumes the counted show of hands vote is taken, and it also applies for most other methods of voting. In my opinion, for a ballot vote or roll call vote, it follows the same procedure as for an election. That is, the members instead vote for a suggestion of their choice on their ballot (rather than voting on the suggestions one at a time). Finally, after the blank has been filled, the motion as it now reads is then pending and subject to further discussion, and ultimately, a final vote is taken on the ultimate wording of the motion. This paragraph should read as follows: “The special meeting of the Association of XYZ was held on Thursday, September 4, 2019, at 6:30 P.M., at Unit 16R, the President being in the chair and Mr. A serving as Secretary.” In the event a different chairman is elected, the words “the President” should be replaced with the name of that person. This should be struck. Officers retain their titles. Yes. So far as RONR is concerned, all that the minutes list with respect to attendance is the fact that the regular presiding officer and secretary were present, or if they were not present, the names of the persons who served in those roles. This should be struck. The relevant information from this is included in the first paragraph. ThIs should read “Mr. X moved that the agenda be adopted. The motion was adopted.” The motion in question is unnecessary, and in any event, the paragraph should be struck. This should be struck. Incidental motions do not need to be recorded. This should instead read: “Mr. X moved “To set the number of directors at (blank), to be effective as of the elections at the upcoming annual meeting. Three, four, five, six, and seven were suggested to fill the blank. The suggestions were voted on in ascending order. For “three,” there were X votes in the affirmative and X votes in the negative. (rinse/repeat) “Five” was chosen to fill the blank and the resulting motion “To set the number of directors at five, to be effective as of the elections at the upcoming annual meeting.” was adopted after debate with X votes in the affirmative and X votes in the negative.” I would also note that in the ordinary case, secondary motions are not included in the minutes, so the minutes would generally read “Mr. X moved “To set the number of directors at five, to be effective as of the elections at the upcoming annual meeting. The motion was adopted after debate and amendment with X votes in the affirmative and X votes in the negative.” Some might rightly note that this is misleading, as this is not, in fact, what Mr. X moved, so I have no personal objection to instead saying “It was moved” rather than “Mr. X moved.” RONR does provide, however, that when a counted vote is ordered, the count is recorded. The text is not entirely clear on whether this only applies to motions which are already supposed to be recorded in the minutes, or whether this means that if a counted vote is ordered, a motion which would not otherwise be recorded in the minutes should be recorded, including the resulting count. Since there is ambiguity on this point, I have provided versions with and without the details of the process of filling blanks. This should instead read “The meeting adjourned at X:XX PM.” Then at the bottom, insert “Mr. A, Secretary Pro Tempore”

I concur that this is the appropriate procedure, although I would add that (assuming that there is little or no overlap in unit membership and the convention has sufficient space to accommodate this), the individual unit meetings could be held simultaneously rather than in series, to save time.

Your bylaws should specify the manner in which the bylaws are amended. If your bylaws are silent regarding their amendment, it would need to be voted on by the membership, and prior notice would be required. Assuming that your bylaws require that members vote on the motion, the failure to provide evidence of this, in and of itself, does not make the amendment null and void. If it is in fact the case, however, that the amendment was not adopted by the members, the amendment would be null and void, and the failure to provide evidence of this vote certainly seems to weigh in favor of that possibility. Members have a right to view minutes of membership meetings. If members are required to approve amendments to the bylaws, and this did not occur for the amendment in question, a member should raise a Point of Order that the amendment is null and void, followed by an Appeal if necessary. A majority vote is sufficient to overturn the chair’s ruling. Assuming the assembly does in fact determine the amendment is null and void, the assembly may then proceed with the removal procedures. I would also suggest consulting an attorney.

Your bylaws should specify who can call a special meeting of the board.

Monthly does not necessarily mean “every 30 days.” There will often be slight variations in the number of days between regular meetings. So this is not a concern. It is not clear whether this is permissible. We would need to know how the meeting was initially scheduled, how it was “postponed,” and what the bylaws say on this subject.

Yes.