Josh Martin

Based on these facts, it appears that when this person resigns as President, he will automatically become Past President (no need for anyone to “allow” him to) and will serve in that position for one year - but in an advisory capacity, without the right to vote, to make motions, or to attend executive session. The board cannot have him serve in a “regular” BOD position unless such a position is (or becomes) vacant and the board is authorized to fill such vacancies. It is conceivable that this will occur, since the resignation of the President will cause the Vice President to become President and the position of Vice President to become vacant, and one of the “regular” board members may well be chosen to fill that vacancy.

I would nitpick that a rule of this nature is not “seemingly” a rule of order. It certainly is a rule of order, but it cannot be suspended because RONR specifically states that it can’t be suspended.

I don’t think I would go so far as saying that “the imposition of other forms of discipline which require any kind of affirmative action on the part of the member being disciplined would be prohibited unless authorized in the bylaws.” As you say, fines are clearly prohibited. The text does not say, however, that other forms of discipline are prohibited generally. Instead, it says that the extreme penalty that a society may impose is expulsion. I don’t think there is anything prohibiting a society from ordering that the offending member wear the sign in question, or perhaps that the member performs a certain number of hours of community service, or in some other manner provides service to the society. If the members finds these terms unacceptable, he is free to resign from the society. I do think that there are some limits. The fact that expulsion is the extreme penalty means that a member can evade any penalty by resigning, since the society may not impose penalties on persons who are no longer members. It also stands to reason that certain, particularly extreme penalties may be properly viewed as more extreme than expulsion and improper for that reason. Similarly, since fines cannot be imposed, this seems to prohibit other penalties which are, in effect, a fine, such as requiring members to make a donation. I see nothing prohibiting the assembly from ordering a member to make an apology. I don’t find this passage troubling at all. I do not think that ordering a member to repay the society’s funds, which the member spent without authorization, is the same as ordering a fine as punishment for an offense. No one has disputed that a fine or assessment cannot be imposed unless authorized in the bylaws. As you say, RONR is unambiguous on this point. I do not think that a sentence which states that punishments generally fall under a list of certain items, however, means that the list is exhaustive. I would also note that, in my view, there is no “possibly” regarding the apology and the repayment of misappropriated funds. The text specifically notes that these are options.

If it is desired to remove a board member, then those are the procedures that must be followed. What is the end goal of this procedure? Censure may generally be adopted without a trial, and for board members, there isn’t a whole lot in between censure and removal. To the extent that formal disciplinary procedures are required, however, those procedures may be found on the pages previously cited.

Yes.

What other punishments did you have in mind?

For starters, do your bylaws have their own disciplinary procedures? If so, what do they say? If not, is this concerning a member of the society or of the board? If the latter, what do the bylaws say regarding the term of office? If your bylaws are silent, and a trial is required. then yes, a motion (several motions, actually) will be needed. If the bylaws are silent regarding discipline, see RONR, 11th ed., pgs. 656-669. Under the disciplinary procedures in RONR, a trial is also required for actions taken at a previous meeting. It is only when action is being taken against a member for actions taken in the current meeting where abbreviated procedures (discussed on pgs. 644-648) are permitted. ”In addition, even when improper conduct occurs at a meeting, in order for disciplinary action to be taken other than promptly after the breach occurs, charges must be preferred and a formal trial held. However, the only way in which a member may be disciplined for words spoken in debate is through the procedure described on pages 645–48, which may be employed only promptly after the breach occurs.” (RONR, 11th ed., pg. 649) I assume the “you snooze, you lose” rule is not applicable in cases where the words were spoken in a board or committee meeting, given that those bodies have very limited power to discipline their own members under RONR. I must stress again, however, that if your bylaws have their own rules on discipline, those rules take precedence.

Rules pertaining to the date and time of meetings are not rules relating to the orderly conduct of business within meetings, or the duties of officers in that connection, which is what a rule of order is. Even if they somehow were rules of order, however, they still could not be suspended. The restrictions against changing the time or date are not a matter of the heading under which they are placed. Such rules, as a practical matter, cannot be suspended regardless of the type of rule they are, unless the rule itself so provides. This is because the motion to Suspend the Rules cannot be used to suspend rules which have effect outside the current session. So a motion to Suspend the Rules cannot be used in regards to a future meeting, and by the time the meeting in question begins, the rule cannot be suspended without a time machine, since the meeting has already been called to order at the time and date specified in the rule. Regardless of the type of rule which specifies the time or date of the meetings, the time or date cannot be changed unless a.) the rule is amended (not suspended) or b.) the rule itself provides a mechanism to do so, such as by providing that the meeting is held at a certain time or date unless the society (or some other body or person) orders otherwise in a particular case.

There shouldn’t be much extra beyond “a simple list of the board’s actions” if the Secretary is following the rules in RONR. This seems to be going down a rabbit hole. All Mr. Novosielski was saying is that a “list of the board’s actions,” which is presumably compiled based upon the draft minutes, should be marked as “draft” in the same manner as draft minutes, since if there is an error in the draft minutes (perhaps the wording of a motion is incorrect), the error will likely also be present in the list.

No, neither of these rules may be suspended, for a few reasons. First, rules in the bylaws may not be suspended unless the rule is in the nature of a rule of order, which neither of these are. Second, the motion to Suspend the Rules may not be applied to rules which have effect outside of the current session. This makes suspending a rule concerning the time or date of a regular meeting rather difficult, since the rule could not be suspended until the meeting in question begins, at which time the rule has already been complied with. As a consequence, rules concerning the time or date of a meeting, regardless of where they are placed, cannot be suspended unless the rule so provides. For instance, the rule might provide that regular meetings are held on a certain date or time unless otherwise ordered by the society, in which event the society might order that a particular meeting be held at a different date and/or time. If the society meets infrequently, it might be prudent to instead grant this authority to the board. In the absence of such rules, the only option is that the meeting could be called to order at the specified time or date and the assembly could then vote to recess or adjourn to a later date or time, thereby moving the remainder of the meeting to a later date or time. Without the provisions noted above, there would be no mechanism to move a meeting to an earlier date or time. I’d also note that “annual” means “once a year,” so meetings which are held every other month cannot all be annual meetings. A standing rule regarding the starting time of a meeting also cannot be suspended, although such a rule will be easier to amend. If the society desires to occasionally hold meetings on a different date or time, the rule should specify as much.

It should first be noted that there is no final vote on the approval of the minutes. The chair asks for any corrections. Such corrections are generally handled by unanimous consent, but if there is disagreement, a majority vote is sufficient. The member could abstain from that vote. Generally, a member abstains by doing nothing - in a voice vote, he remains silent, in a show of hand vote, he keeps his hands down. After any corrections are handled, the chair simply declares the minutes approved.

Nothing in RONR requires that the board release its minutes to the full membership at all. The board is free to adopt its own rules on this matter if it wishes, including releasing the draft minutes, which should be clearly marked as such. I have no objection to using “unapproved” instead of “draft”.

A special meeting is called for consideration of specific items of business, which must be specified in the call. If they were not, the special meeting is invalid. An agenda is simply the order in which the assembly is to conduct its business. Since a special meeting is often called for the sole purpose of considering a single item of business, an agenda is generally unnecessary. In the unlikely event that an agenda is needed for a special meeting, however, it would be adopted by the assembly itself, at the meeting.

It is certainly correct that whether the terms “chief executive officer” and “conducting the business of the club between board meetings” grant the President the authority to oversee outgoing correspondence, and whether he has control over the preparation of proposed meeting agendas, is a question of bylaws interpretation. If they do, that takes precedence over the rules in RONR. Personally, these terms are too vague for me to come to a determination one way or the other.

Got it. I agree that the Corresponding Secretary’s claim that she has “total control” over “any correspondence” is overly broad. One of the duties of the Secretary (in cases where there is only one) is to “To send out to the membership a notice of each meeting, known as the call of the meeting, and to conduct the general correspondence of the organization—that is, correspondence that is not a function proper to other offices or to committees.” (RONR, 11th ed., pg. 459) This is also the definition of “general correspondence” if there is a Corresponding Secretary.

In the event no one notices this in time to do anything about it, and absolutely no one shows up, then I suppose there will be no meeting in December and the bylaws will have been violated. I would note that an inquorate meeting still satisfies the requirement to holds meeting, so scheduling an adjourned meeting is only necessary if there is some business which can’t wait until February. The assembly could simply immediately adjourn.

You can request it, but the Corresponding Secretary is free to refuse. Nothing in RONR grants the President the right to review correspondence. The board or the club may adopt their own rules on this matter if they wish. If an agenda is to be used at all (the standard order of business is generally sufficient), it is adopted by the assembly itself. Any agenda sent out prior to the meeting, by the President, the Corresponding Secretary, or anyone else, is not binding unless and until it is adopted by the assembly. The board or the club may adopt their own rules on this matter if they wish. I strongly disagree. While the Corresponding Secretary certainly does not “own” correspondence (everything is ultimately “owned” by the society), conducting the society’s general correspondence is literally that officer’s job, and nothing in RONR grants the President any authority over correspondence. “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) ”In larger societies, the duties of issuing notices of meetings and conducting the general correspondence of the organization as described under item (9) on page 459 are frequently assigned to a separate elected officer, usually called the corresponding secretary.” (RONR, 11th ed., pg. 460)

Then only the membership may discipline members, and the procedures in the bylaws must be followed to do so. Comments regarding a member which are not germane to a pending motion are out of order in any event.

As a parliamentary matter, there is nothing preventing the lawyer from asking questions (although this will require the board’s permission). Similarly, however, there is nothing requiring the member to answer the questions. The board likely does not have the power to discipline its own members at all unless the bylaws so provide. If the bylaws contain their own rules for discipline, those rules are controlling. Those rules may or may not require a trial, notice, or the presence of the accused. It may be helpful if the language concerning discipline in the bylaws is provided. RONR has its own rules on this subject, but the bylaws supersede RONR. There is nothing, as a general rule, which prohibits the board from placing a member on the agenda and discussing the member while the member is not present.

Yes, I have no disagreement that this is ultimately a matter of bylaws interpretation for the society itself to decide. In my view, the language in question supersedes and replaces RONR’s rules concerning the removal of officers. In other words, the procedures described in the bylaws are the only manner in which an officer may be removed. The bylaws make no mention of the membership removing an officer (except in the case of upholding the board’s decision in this matter on appeal), and therefore, I do not think it can be done. I do not agree with the interpretation that this merely adds to the disciplinary options in RONR. My reading of the phrase that “Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows...” (RONR, 11th ed., pg. 653) is that these rules apply if the bylaws are silent. If the bylaws are not silent, then the bylaws have provided otherwise. The bylaws need not specifically state that the procedures in RONR are inapplicable. I would also suggest that the fact that the bylaws specifically provide an “appeal” mechanism in cases where the board has chosen to remove an officer undermines the general presumption that any decision of the board may be rescinded, or that the membership may reach its own decision on this matter. If the general presumption applied, there would be no need for this provision. This suggests that the provision was specifically added because it was desired that in that instance, and in that instance only, the membership may intervene.

Not all members must receive the petition. All members must receive the notice of the special meeting. The notice must specify that the meeting is for the purpose of removing the President, but it is not necessary for the notice to state the reasons why. It appears, however, that the membership does not have the authority to remove the President directly. Instead, the bylaws (which take precedence over RONR’s rules on this matter) grant the power to remove an officer to the board. The membership has the authority to overturn the board’s decision to remove an officer, but if the board decides not to remove an officer, it looks like the officer stays put, unless there are other provisions in the bylaws on removal of officers or board members we have not been informed of. “Any Officer determined by the Board to be incompetent or grossly neglectful of his/her duties may be removed by a two-third (2/3) vote of the voting members of the LAD Board. The officer determined to have been grossly neglectful or incompetent shall have the right to an appeal to be heard and decided at a special session of the Full Members called for that purpose. The decision of a majority of the Full Members at any special meeting called for such purpose shall be final as to the matters specifically appealed thereto.” I would interpret the language in question as giving the board exclusive authority to remove officers, except that the board’s decision to remove an officer may be appealed to the membership, as specified in the rule. I don’t think reasons 1, 2, or 4 have any merit, at least as a parliamentary matter. Nothing in your bylaws or RONR says that original signatures are required, that all members must be made aware of the petition, or that the reasons for removal must be specific. Reason 4 has merit only to the extent that the number of nonmembers who signed the petition would reduce the number of signatures below the required number. If excluding the signatures of nonmembers that there are no longer enough signatures to call for the meeting, then it is invalid. If there are still enough signatures after the signatures of nonmembers are excluded, it is invalid. I agree with Reason 5, although in my view, the call for the meeting remains valid - it is just that at the meeting, the chair can rule that the motion is out of order. I would advise that the President turn over the chair to the Vice President for the consideration of these matters. It may well be that there are additional rules in applicable law, which I shall defer to the attorney on. But nothing in your bylaws actually requires this.

They may be divided. Making a motion and voting are not the same.

I agree that greater clarity on the matter of late registered delegates would be desirable, but in my view, the rule of pg. 617 provides that if a delegate registers late, he is entitled to take his seat, and that the lowest-ranking alternate who has been promoted to delegate status is demoted back to alternate status in the event this occurs. If a delegate is registered, but is not present on the floor for whatever reason, the alternate should not be upgraded in the first place, as is quite clearly stated in the rule on pg. 605. There is no ambiguity on this point. The term “vacancy” in the context of delegates, at least so far as the rules in RONR are concerned, refers to a situation in which fewer delegates are registered than the particular unit is entitled to, either because some delegates did not register to begin with or because they have subsequently withdrawn their registrations. It does not refer to a situation in which a registered delegate is not currently on the floor. The organization is free to adopt its own rules on this matter if it wishes.

I do not think that the citation in question suggests that the rules may not be suspended to permit nonmembers to make motions generally, or even that the rules may not be suspended to permit nonmembers to raise a question of order. “A question of order can be raised only by the presiding officer or by a member who is entitled to vote, and not by a non-member who has been granted the privileges of the floor and of debate.” (PL, pg. 150) The citation notes that a nonmember who has been granted “the privileges of the floor and of debate” cannot raise a question of order. This is of course correct, as the privileges of the floor simply refers to the person’s privilege to be on the floor of the assembly, and a privilege of debate refers only to debate. Neither gives the person the privilege to make motions of any sort. This does not mean the assembly cannot grant additional privileges (such as to make motions, including raising questions of order) if it wishes to do so. I expect this is included because, at the time Parliamentary Law was written, there was some ambiguity among the public over whether raising a question of order was considered to be a motion. As to why RONR specifically notes that the rules may be suspended to permit a nonmember to speak in debate (but does not address making motions), I think this is simply because the authors expected that permitting a nonmember to speak in debate is a more common occurrence. I concur with others that the rules may be suspended to grant other rights of membership (such as making motions) to nonmembers as well. The one right which cannot be granted to nonmembers is the right to vote, as the text explicitly prohibits this.

Well, I don’t know that checking in early would be an issue. The credentials committee could prudently avoid that issue by not upgrading delegates until after the convention actually starts.