Josh Martin

If you feel that the committee should have an opportunity to review a motion which has been made, simply make a motion to refer the main motion to the committee in question. The motion is debatable and amendable and requires a majority vote for adoption.

Removing a person from office (except through the proper procedures to do so) is a continuing breach as it conflicts with a main motion previously adopted and still in force (the election of the officer).

RONR does not discuss alternates except in the context of a convention. In that context, alternates do not have any rights unless and until they are properly upgraded to delegates, in which event they have all the right of delegates. This does not sound like a convention, however, so I think what rights these alternates have is up to your organization’s rules defining the alternates. You will have to refer to your own rules to determine what rights, if any, an “unseated alternate” has in this assembly. RONR has no guidance on this particular subject, although perhaps the rules concerning alternates in conventions will be of some assistance in interpreting the organization’s rules on this matter. See RONR, 11th ed., pgs. 603-605 for more information.

It is certainly not a violation of Robert’s Rules of Order, and in my opinion, it also does not undermine the committee chair. Assuming, of course, that the board wishes to do so. Unless the board’s rules provide otherwise, the board is never obligated to refer a motion to a committee.

Any change in the bylaws, no matter how minor, must be approved by the assembly through the procedures required for an amendment to the bylaws. This process may, however, often be accomplished quite quickly for such simple matters as grammatical corrections. I suggest presenting all of the grammatical amendments together as a single package to be voted on in gross, and that the chair request unanimous consent for their adoption. Presumably, no member will have any objections to this. (In the unlikely event that they do, debate and a vote will be required, and a member may even pull a particular amendment for separate consideration if desired). There is a rule which permits certain technical changes relating to captions, headings, article and section numbers, and cross-references (not grammatical changes in the body of the text) in the case of an amendment or revision which has just been adopted, but even in those cases, the assembly must adopt a motion authorizing this. If changes are desired at a later date, amendments are necessary.

Here is the citation from Robert’s Rules of Order, Newly Revised: “The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done.” (RONR, 11th ed., pg. 468)

This is incorrect. Any change in the bylaws, no matter how minor, is an amendment. It is correct that the amendments take effect immediately, unless the bylaws themselves provide otherwise, or if a proviso is adopted specifying a later effective date.

Yes, as the footnote correctly states, a motion of censure may be adopted without formal disciplinary procedures. Other penalties, however, may be adopted only through formal disciplinary procedures. As a parliamentary matter, the suspension is null and void, and if the society wishes to discipline these members, it will have to start over and do it right this time. The procedures start on pg. 654 and the first step is to appoint an investigative committee.

There is nothing in RONR which grants members a general right to inspect “records of the society.” RONR provides that one of the Secretary’s duties is “To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting... When written reports are received from boards or committees, the secretary should record on them the date they were received and what further action was taken on them, and preserve them among his records... Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13–16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13–20)” (RONR, 11th ed., pgs. 459-460) I have no disagreement that these recordings are a “record of the society,” but they are not part of the reports and record books that members have a right to inspect. As a result, the board itself controls what persons are permitted to inspect these records. It may well be that applicable law grants broader rights in this regard, but that is beyond the scope of RONR and this forum.

For starters, this misunderstands the meaning of the term “censure,” which is simply an expression of disapproval and carries no other consequences. More importantly, the actions taken are improper. So far as RONR is concerned, a member’s rights may only be suspended by the society itself, and only after completion of the procedures in RONR starting on pg. 654 (the procedures starting on pg. 643 are for offenses occurring during a meeting). It is not permitted to preemptively declare that certain punishments are imposed unless challenged by the member. RONR does note that the investigative committee (although I am not certain this committee has yet been appointed) may privately recommend to the member to resign in order to avoid a trial, but there is no procedure in RONR for a member voluntarily accepting a suspension of some of his rights. As I recall from the previous thread by the OP, the member was a guest at an executive session of the board, and he discussed the events of that meeting with a number of persons (including members of the board, guests at the meeting, and one person who was neither a member of the board nor a guest at the meeting), and it seems to me the last of these is properly subject to discipline.

Yes. No.

The chair can only declare a meeting adjourned unilaterally in the following circumstances: The entire order of business is completed and no member is seeking the floor. The assembly has previously established a time for adjournment and that time is reached. There is an emergency, such as a fire, and taking the time for a vote would endanger the members’ safety. In all other cases, the motion to Adjourn requires a majority vote for adoption. The motion is not debatable. As to dealing with issues of disorderly members generally, see Section 61 of RONR, however, such remedies will require at least a majority vote. It may be necessary to report these matters to the general membership and have them sort it out. Recordings are not minutes, and there is no rule in RONR which provides that they must be available to any board member to review. I believe the Corresponding Secretary is correct that whether board members should be provided the recordings is at the board’s discretion. As for removing board members, see FAQ #20. It may be necessary for the membership to step in, as it seems that the board may lack the authority to remove its own members (and even if it had the authority, it may not be able to obtain the votes to do anything anyway).

In and of itself, I don’t think it grants them anything. “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 other words, the bylaws should define what this title means in the context of your organization and what powers and duties it is intended to grant.

The 12th edition isn’t out yet, so I don’t know what’s in it. The 11th edition is the current edition at this time.

See FAQ #10, paying particular attention to the last sentence.

I do not think that there is any need to include this suspension of the rules in the minutes.

Illegal votes are counted as votes cast. Blank ballots are not. Yes, that is correct. The five illegal votes are counted as votes cast, so there are 95 votes cast and a majority is 48. Although it may be helpful to clarify exactly what is meant by “there is information written on the ballot that cannot be interpreted as a person's name.” Does this mean the writing is illegible, or something else?

For starters, it is absolutely correct that, so far as RONR is concerned, an ex officio member of the board has the same rights as other members of the board, including the right to vote at meetings of the board. So the only question here is whether the language in the bylaws provides otherwise. I am inclined to think it does not. As a general principle, a specific rule takes precedence over a general one. In my view, the rule stating that the IPP is a member of the board is the more specific rule. In the long run, the bylaws should be amended for clarity. Since the bylaws also provide that the IPP shall serve as the Parliamentarian, however, I should note that RONR states that a member parliamentarian should not vote (except when the vote is taken by ballot), although he ultimately has the right to do so. This is to maintain the parliamentarian’s appearance of impartiality, and would also apply to meetings of the membership. Finally, I would suggest simply eliminating the IPP from the bylaws, since this inevitably leads to problems. Suppose, for instance, that a President is removed from office for misconduct, and you are now stuck with that person on your board. Even if you keep the IPP on the board, I would at least suggest removing the rule which provides that the IPP serves as Parliamentarian. The chairman should be free to appoint a parliamentarian of his choice, since the parliamentarian’s role is to advise the chairman.

As the rule above notes, “members generally should try to avoid mentioning another member's name whenever the person involved can be described in some other way.” So to the extent members can avoid someone’s name, they should refer to them by title alone, or by some other description (the previous speaker, the motion maker, the delegate from Oklahoma). This is, however, not always possible for persons who share a title with others. In such cases, it seems to me the person should then be referred to by their title and last name (or by their last name if the person has no title). I would also note that this is the sort of thing which varies based on the customs of a particular assembly. I suppose, strictly speaking, one could argue the rule does not apply to references to nonmembers, but I think it is generally desirable to afford the same courtesies to nonmembers.

I’m getting the impression that the scenario in the original post was simply a hypothetical example and the OP didn’t think it through. In the event that such a situation actually has occurred, or does occur in the future, my own view of it is that the assembly should direct a recount to be taken, and that the tellers should then count ballots with multiple votes for a single candidate as a single vote for that candidate.

They could refer to the board member as “Director Jones” if they wish.

This is not a question regarding RONR, but is instead regarding applicable law, and is therefore beyond the scope of this forum. I suggest consulting an attorney.

Maybe, but it doesn’t sound like it. Yes, I agree with this clarification. Blank ballots or abstentions are not included in the total. I also agree, however, that it doesn’t seem to make a difference in this case, as it appears that no blank ballots were cast, based on the numbers provided. If there are 50 delegates (and assuming the bylaws do not authorize cumulative voting), the maximum number of votes any candidate could receive is 50. The total number of votes (assuming all delegates vote) would be 50 and a majority would be 26. It would be mathematically possible for a candidate to receive more than 50 votes. The number of votes cast and the number needed for a majority would remain the same.

I believe what Zev is saying is that the minutes would refer to the CEO simply as “the CEO” and would not use his name at all. RONR’s example minutes (found in RONR, 11th ed., pgs. 472-473) seem to support this position, as the minutes refer to the President, Treasurer, and Secretary by title only. The only instance in which the name of an officer is used is in the signature, in which the full name and title of the Secretary is used

In circumstances where multiple identical positions are elected, each member votes for a number of candidates equal to the number of positions available (in this case, three), however, each ballot is treated as a single vote for the purposes of obtaining a majority. Therefore, in the example provided, 50 votes were cast, and a majority is 26. This still means that Candidate A is the only candidate who received a majority, and that a second round of voting is required for the remaining positions. All candidates other than Candidate A would remain on the ballot. Since there were only 50 delegates, however, and delegates were instructed to vote for three candidates (as they should be), the fact that Candidate A received 78 votes is cause for alarm, and I would suggest that the assembly direct that a recount be conducted, as it should not be possible for a candidate to receive more than 50 votes if there are 50 delegates present.