Josh Martin

An assembly which has not adopted a parliamentary authority is understood to follow the common parliamentary law, to the extent that there is agreement among the members of the body regarding what that is. RONR is the foremost authority on the common parliamentary law. It permits electing a Chairman Pro Tempore when the regular Chairman is absent, and also permits taking action by unanimous consent. No suspension of the rules is necessary. So if the assembly finds RONR persuasive in this regard, then no rule in RONR has been violated. The board has certainly not violated any of its written rules of procedure on this matter, since it doesn’t have any.

In my view, yes. The text discusses the imposition of a sentence of requiring the member to leave the hall until he is prepared to make an apology. This is in the context of penalties for offenses occurring during a meeting, and therefore no trial is involved. The text does not discuss this possibility in the context of a trial, but presumably the assembly has the option to suspend a member of some or all of his rights until he is prepared to apologize. I have no disagreement that penalties of this nature would require a 2/3 vote in the assembly in question, because they involve a suspension of the member’s rights. It seems to me, however, that if all the assembly wishes to do is to order a member to make an apology, and there are no further penalties imposed at the present time, this is not substantively different from a motion to censure.

Fines may only be imposed if authorized by the bylaws, and one hopes that if the bylaws contain such an authorization, they also specify how such a penalty is to be imposed. I think suspension would require the same procedures as for removal. It seems to me that suspension is essentially a subset of removal, since both deprive a member of their rights - the only difference is that one is permanent and one is temporary. If the society wishes to require a formal written apology, it seems to me that a majority vote is sufficient for this purpose, although in the event that it is desired to take further action in the event that the member fails to write the apology, the vote required for those actions(s) would be the same as in any other case. So no, I do not think the society in question is required to hold a Chapter 20 formal trial for any of the penalties mentioned. I think it would still be desirable, however, for the society to meet in executive session when considering disciplinary matters. I disagree that the language in question means that other penalties are prohibited. The full text of Principle of Interpretation #7 is as follows: “The imposition of a definite penalty for a particular action prohibits the increase or diminution of the penalty. If the bylaws state that a member shall be dropped from membership on a board if he misses three consecutive regular meetings of the board, he cannot be retained by vote of the board, nor can more severe penalties be imposed, such as a fine in addition. If, for example, it is desired to allow the board to diminish or waive the penalty, or increase it, the bylaw must not make it definite or must specifically provide for diminution, waiver, or enlargement.” (RONR, 11th ed., pg. 591) The language in question, however, is not “a definite penalty for a particular action.” Rather, it is a penalty which is applied in the society’s discretion and in such circumstances as the society feels warrant the penalty. The text says that a member may be expelled, not that a member shall be expelled in particular circumstances.

The same body which elects the position in the first place. “The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise.“ (RONR, 11th ed., pg. 467) So (barring a “full power and authority” board or provision on vacancies in the bylaws), if the society elects the position, the society fills the vacancy. If the board elects the position, the board fill the vacancy. If the President appoints the position, the President fills the vacancy. And so on.

Yes, except to the extent the bylaws provide otherwise. The bylaws might provide, for instance, that special meetings must be called upon request of a certain number of members. Members are certainly free to take this behavior into account at election time.

I stand by my previous response that the member violated no rule in RONR by discussing the executive session with board members or with other persons who were present at the executive session, but he did violate the rules by discussing it with the parliamentarian.

The President has no veto unless your rules so provide. If your rules do provide for a veto, they should also provide the answers to your questions.

Yes, I think so. I would first note that the council can still easily rectify this matter by means of adopting a motion to Amend Something Previously, so there may end up being no issue. In the event the building does “go through” notwithstanding the conflict with what the council has approved, I expect it is more of a legal problem at that point than a parliamentary one, especially since the question appears to be regarding what citizens can do about it, not what the council can do about it. Consult an attorney. I would ordinarily agree with this, but it has been noted that the reference to 60 units only appeared in the whereas clauses in the later motion. As a result, I am inclined to think that (at least as a parliamentary matter), the later motion did not validly approve a change in the number of units regardless of the vote it was adopted by.

For starters, it would seem prudent to determine if the number of units did, in fact, change, or if the number in the resolution on May 21st, 2018 was an error. Assuming that it changed, and assuming that the council is supportive of the increase, the proper course of action would be to adopt a motion to Amend Something Previously Adopted in regards to the motion adopted on April 2, 2018 to change the number of units from 50 to 60. This motion should be recorded in the minutes of the meeting where this motion is adopted. The motion should not be rescinded because this would suggest the council no longer approves the building at all. I agree, but it seems the number of units may have been included in the enacting clauses of the original motion. If this is the case, and if the number of units subsequently increased, the original motion should be amended to reflect that (if the council is supportive of the increase).

I would also suggest that if the bylaws themselves grant certain disciplinary powers to the board, it would seem to me the board may adopt rules concerning those procedures, to the extent that such rules do not conflict with any rules of the society. I quite agree that (barring something to the contrary in the bylaws or state law), only the membership may adopt rules concerning disciplinary powers exercised by the membership.

I think it is certainly the case that some breaches of decorum are worse than others, but RONR does not (and should not) define “levels” of breaches of decorum. Such details are up to the assembly when considering any disciplinary motion(s) arising out of the indecorous actions. As I recall, the organization in question is an HOA, so to “look for another organization to join” is somewhat more complicated than in the ordinary case.

If a board member requests some other board member to resign, this could simply be left at that, in which event it is the request of that board member. It could also be handled as a main motion. If adopted, the board itself has now requested that this board member resign, but it must be understood that this is still simply a request. Resignation is a voluntary act. If the board member wishes to resign, then the appropriate motion is Request to be Excused from a Duty. See RONR, 11th ed., pgs. 289-292. If the board member does not wish to resign, the organization will need to use the rules removal in its own bylaws or, in the absence of such rules, the procedures in RONR. I am not entirely certain what this “leave of absence” entails, but I think it is the same as above, to the extent that the details of such a request are within the board’s power to grant.

I highly doubt that the President or Management could do so. Conceivably the board could do so, to the extent that the process concerns only those disciplinary matters which the organization’s bylaws authorize the board to consider, and to the extent that the process does not conflict with those rules.

What I am saying is that if an organization has a parliamentary authority established in its bylaws, it may not adopt a special rule of order prescribing the use of some other parliamentary authority, or the use of no parliamentary authority at all. This was my interpretation of what was meant by “suspend the entire set of parliamentary rules.” I agree with Mr. Honemann, however, that “suspension” is not the right word for this, since this term refers to motions to suspend the rules, not to the adoption of rules which supersede rules in the parliamentary authority. An organization certainly could, however, adopt such extensive special rules of order that parliamentary procedure within that organization bears little resemblance to the organization’s parliamentary authority. There are some cases in which certain rules must be established in the bylaws, but generally a rule of order in the parliamentary authority may be superseded by a special rule of order. Except with the cases of those rules which may be superseded only by a rule in the bylaws, there is no limit to the extent to which the assembly may deviate from the parliamentary authority through the adoption of special rules of order. Then the organization could only use a different parliamentary authority (or no parliamentary authority) by amending the bylaws.

Sure.

I don’t know what you mean by “negotiable.” Yes. All of the duties of the chair need to be performed by somebody. Conceivably, I suppose they could be broken up into different people. Alternately, all of the duties of the chairman could be performed by someone other than the President, thus separating the duties of the presiding officer and whatever other duties the organization has given the President. This is too general a question to say much more. Do you have a specific example? So far as RONR is concerned, the organization can adopt whatever rules it wants, so long as it follows the proper process for doing so and those rules do not conflict with even higher-level rules, such as applicable law. So yes, an organization could conceivably expand the duties of the chair (or more likely, the President, since I imagine the society would not want such expansive duties to transfer to a temporary chairman) to “resemble more of a monarch or leader.” Depending on what exactly is involved, some of this may need to go in the bylaws. Yes.

For starters, what do your bylaws say concerning discipline? It may well be, however, that certain disciplinary powers are already granted to the board by the bylaws.

It depends. How was the current parliamentary authority adopted to begin with? Yes, but that does not necessarily mean a special rule of order is sufficient to “suspend the entire set of parliamentary rules.” If the parliamentary authority is specified in the bylaws, for instance, only amending the bylaws would be sufficient to change the parliamentary authority.

How it’s “normally” done is the assembly says that “e-meetings” are authorized and gives no further thought to the matter. As RONR notes, however, “Various additional rules (in the bylaws, special rules of order, standing rules, or instructions to a committee, as appropriate) may also be necessary or advisable regarding the conduct of electronic meetings” (RONR, 11th ed., pg. 99)

But the rule has nothing to do with quorum. Even in the event the rule grants such a right (which I am not certain of), it would only seem to grant such protections to the chair in the event he arrived within the first fifteen minutes. After that time, the meeting could have started without him anyway. Since the chair never showed up to the meeting, and therefore could not have exercised any of his rights in any event, the rule certainly offered no protections to the chair in this particular instance. In any event, I appreciate the clarification of your position that the facts certainly do not support the idea that the entire meeting is invalid, which appears to be all the original poster was concerned about.

If such a limitation exists, it would be found in applicable law, not in RONR.

In the event that a formal trial is held under Ch. XX of RONR, a member has a right to be informed of the charges against them. Short of that, however, no, a member has no right to be informed of complaints.

Well, if the assembly feels that way, then it should get rid of the rule in question. It is one thing to suggest that the rule may be suspended or that it does not cause a continuing breach, but it is another thing to suggest the assembly should simply ignore the rule altogether. At some point, the assembly adopted this rule, and it presumably had a reason for doing so. Unless and until the rule is suspended, it should be followed (unless the assembly suspends it in a particular case, if that is an option). As I have stated previously, I am skeptical of the idea that violation of this rule would cause a continuing breach at all, and even if it did, it seems to me that breach would apply only to the time between when the meeting was called to order and the time at which it should have been called to order. I am less certain of whether the rule may be suspended. As Mr. Hunt notes, the assembly obviously cannot take action outside of a meeting, and therefore cannot suspend the rule before the meeting is called to order. I think it may be possible, however, for a member to call the meeting to order and for the assembly to then suspend the rules to authorize the action which has just occurred.

Which statements do you think are in conflict on this matter? Not statements in RONR, I hope. The gavel is used when when declaring a recess or adjournment and when calling a member to order. In all of these cases, one rap of the gavel is sufficient. It is also sometimes used for ceremonial purposes , such as installing officers. See RONR, 11th ed., pgs. 232, 242, 387, 629, 645 I had thought previously that RONR also said to use the gavel to call a meeting to order, but I can’t find that now, so I may have been mistaken.

Going back to the facts of the specific situation, the organization’s rules require that, if the chair is not present (or for some other reasons fails to call the meeting to order), the members must wait fifteen minutes and, at that time, any member may call the meeting to order. The member is then to turn the chair over to the highest ranking person in the order of succession, or if no such person is present, the assembly elects a member as chairman pro tempore. In the situation described, the assembly largely followed this process, but they only waited for three minutes instead of fifteen. It seems there are three levels to this. 1.) May a member call the meeting to order before the fifteen minutes have elapsed, and the assembly then suspends the rules which interfere with this? 2.) If the above is not proper, suppose a member nonetheless calls the meeting to order before the fifteen minutes have elapsed. No member promptly raises a Point of Order. Is there a continuing breach which can be challenged later? 3.) If there is a continuing breach, does the continuing breach affect the legitimacy of the business conducted between the time at which the meeting was called to order and the time at which it was supposed to be called to order, or does it affect the entire meeting?