Josh Martin

It is correct that whatever other duties and authority the chairman may have, this does not change the manner in which the person is expected to preside.

For starters, is this a committee of the board or of the membership? If the latter, do the bylaws authorize the board to remove members from those committees? Assuming this is the proper course of action to begin with (which depends on the answers to my questions above), I would first note that it would be desirable for the membership itself to enter executive session. The rules governing the discussion are generally the same as those for any other motion, except that due to the subject matter, discussion of the person who was removed is in order, although this should still be kept within certain limits. Board members may not relay witness testimony or anything else which occurred in the previous executive session unless the board votes to disclose this information to the society or the membership orders the board to do so. If the membership takes this action, I am inclined to think this would require a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice, since this would have the effect of countermanding the board’s decision to keep these matters within the board. The point would be to prevent members from talking about it with persons who are not members of the club. I disagree that the membership voting to enter executive session, in and of itself, releases board members of their obligations in regard to an executive session held by the board. It seems to me the board members are still obliged to keep the information secret unless and until the board votes to disclose these matters to the membership or the membership orders it to do so. I agree that if the information is to be disclosed, it is prudent for the membership to enter executive session.

I agree that this is problematic, but in the interim, has the committee in question written anything concerning this subject? I think there is no doubt that, so far as RONR is concerned, the parent assembly of a committee may “instruct them, discharge them from consideration of certain matters, and similar actions,” (and apparently your bylaws also provide as much, and also authorize the board to give instructions) but I disagree with Mr. Novosielski that the parent assembly of a committee has general authority to amend the committee’s membership roster. The relevant passages in RONR, as noted above, state that the appointing authority (which may or may not be the parent assembly) has the authority to remove and replace members of committees. ”Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 499 and 501–502. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such.” (RONR, 11th ed., pg. 490) I would advise also reviewing what your bylaws say on this subject, since they seem to grant your standing committees extensive authority. Additionally, it should also be noted that the organization’s instructions may not conflict with the organization’s bylaws. In any event, instructions may be given by majority vote, unless the instructions have the effect of amending or rescinding previous instructions, in which event a 2/3 vote, a majority of the entire membership, or a majority vote with previous notice notice is required. Discharging a committee requires the higher thresholds just mentioned, unless the committee has been instructed to report at a certain time and that time has passed, or if a partial report was just given, in which event a majority vote is sufficient.

For starters, this is not the proper course of action to take if the intent is “to ensure any actions or expenditures by the committee are allowed by the members.” The purpose of approving minutes is to ensure that they are an accurate record of what happened. Committees generally do not take minutes, since the committee’s reports generally serve as a sufficient record of the committee’s decisions, but even if the committee does take minutes, the committee should approve its own minutes. If it is desired to approve the committee’s recommendations, one or more motions should be made to approve those recommendations. What exactly occurred after “the Commander bypassed any discussion and did not ask for a vote?” Did the commander make any statement at all regarding the status of the motion?

I think there is some ambiguity on this point and the organization will ultimately need to interpret its own rules on this matter. In the long run, it would be advisable to amend the bylaws to clarify this matter. RONR has the following to say on this point. “Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497).” (RONR, 11th ed., pg. 177) “Unless the bylaws or other governing rules expressly provide that committee members shall serve ". . . and until their successors are chosen" or for a fixed period, as ". . . for a term of two years" (in which case the procedure for their removal or replacement is the same as that for officers described on p. 654), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see p. 177).” (RONR, 11th ed., pg. 497) RONR does not directly address the situation of the President making appointments with approval of the board. It could perhaps be argued that it is comparable to the procedure of nominations by the chair (which is the paragraph c discussed above), in which event removing a chairman would be accomplished by the board rescinding or amending the motion to approve the appointment. This requires a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice. None of the other procedures for appointing committees discussed in RONR seem to fit at all, since the President is not acting alone, and paragraphs a, b, and e do not involve the President or chairman. See also RONR, 11th ed., pgs. 588-591 for some principles of interpretation for bylaws.

I suspect it means that the motion cannot be renewed for six months, which would be the correct parliamentary term for making a defeated motion anew. I am inclined to think that such a rule is in the nature of a rule of order and may be suspended by a 2/3 vote.

Yes, unless that person has already reached the limits imposed in your bylaws. Since you have simply said that your bylaws have term limits, but you did not provide any further details on what those limits are or how many terms this person has served, I don’t know whether this person has hit the limit. If the person has not yet reached the term limit, the chair should say “Mr. X is nominated. Are there any further nominations?” If the person has reached the term limit, the chair should say (for example, adjust as needed depending on the specifics) “The nomination for Mr. X is not in order, because our bylaws limit officers to two consecutive terms and Mr. X has already served two consecutive terms, and he is therefore not eligible for this office. Are there any further nominations?” If the chairman fails to make this ruling on his own, a member should raise a Point of Order, followed by an Appeal if necessary. If the person has not yet reached the term limits, then this person will presumably be elected. If the person has reached the term limits, then they’ll have to elect someone else. (Theoretically, the bylaws could be amended to remove the term limits, but previous notice is generally required for bylaw amendments, so it may be too late for that.)

The most pertinent rule regarding this subject is the following: “When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate.” (RONR, 11th ed., pg. 392) Ad hominem is described as “a fallacious argumentative strategy whereby genuine discussion of the topic at hand is avoided by instead attacking the character, motive, or other attribute of the person making the argument, or persons associated with the argument, rather than attacking the substance of the argument itself.” So yes, I think it is fair to say that they are describing largely the same thing. As to whatever difference there might be between “attack” and “remark,” I think this is irrelevant. The word “attack” is not the key word in this rule. The key is that members may not make any comments regarding “the motives of another member” because “The measure, not the member, is the subject of debate.”

They seem to report to the general membership. I have no disagreement that this means the membership may “instruct them, discharge them from consideration of certain matters, and similar actions.“ The part about amending the membership roster is less clear. RONR says the following about removing members of committees. ”Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497).” (RONR, 11th ed., pg. 177) ”Unless the bylaws or other governing rules expressly provide that committee members shall serve ". . . and until their successors are chosen" or for a fixed period, as ". . . for a term of two years" (in which case the procedure for their removal or replacement is the same as that for officers described on p. 654), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something is Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see p. 177).” (RONR, 11th ed., pg. 497) So RONR has no clear answer on how committee members are removed in the situation described here, since there is no appointing authority. The OP seems to think the current situation will be resolved by simply removing the committee’s chairman (which the committee can do, since it elects the chairman). In the long run, the bylaws should be amended to change how committee members are appointed, or alternatively, to provide a method for removal. If the organization wishes to remove committee members prior to that time, it will be a question of bylaws interpretation.

So far as RONR is concerned, it is indeed generally permitted for any member to make a motion from the floor without prior review. In some cases (such as for bylaw amendments) RONR or the organization’s rules require previous notice for certain motions (such as bylaw amendments), or at least such notice is desirable, since it reduces the threshold required for adoption. No rule in RONR requires that motions be submitted to a committee for review, but many organizations adopt such rules. If your organization wishes to adopt a rule requiring that motions (or certain categories of motions) be submitted to the Bylaws committee “to review the proposal prior to the general meeting to verify it is not out of order,” it is free to do so. This would be a special rule of order, and would require a 2/3 vote with notice or a vote of a majority of the entire membership for adoption. It could also be adopted as an amendment to the bylaws, and your bylaws should specify how they are amended. The rule described above could certainly permit any members to submit motions to the bylaws committee “to review the proposal prior to the general meeting to verify it is not out of order,” whether or not those members anticipate that they will attend the general meeting. At the meeting itself, however, some member who is actually present will need to make the motion at that time, which may or may not be the same member who originally submitted the motion. I concur with Dr. Stackpole, however, that you should first check to see whether the organization has already adopted rules on these subjects.

Only if the board accepts the Request to be Excused from a Duty (which it seems it did not do). A resignation is not final until it is accepted, and until the chair has stated the question on its acceptance, it may be unilaterally withdrawn. (As Mr. Harrison notes, this assumes that the board is authorized to fill vacancies.) No, yes, yes. No, because he did not leave the board to begin with. I disagree that it is a stretch to say this was a proper resignation request. “A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing.” (RONR, 11th ed., pg. 291) As noted above, a resignation may be submitted orally during a meeting, and a statement that “I quit this board” quite clearly sounds like a resignation to me. I agree, however, that the member’s subsequent participation in meetings should be considered a withdrawal of the resignation, which the member is entitled to do because no action has been taken on the resignation.

The committee may not have the power to ratify these actions. It is not clear exactly what actions the committee member took, and what exactly the committee was authorized to do. The committee may have simply been instructed to investigate these matters and make a recommendation to the assembly. I concur with Mr. Katz that it is unclear what “actions” exactly were taken by this person, and could be reasonably interpreted as the member coming up with fully formed recommendations to present to the committee, to the committee member having already made all actions and decisions relating to the committee’s duties without consulting the other members of the committee, or anything in between. Where exactly the actions fall on this spectrum may influence whether the assembly feels that the committee member’s “initiative” warrants reward or punishment.

Another reason why the assembly may have had two committee reports is that the reports are from two different committees.

I don’t know that nonmembers should be treated any differently in this regard. At least so far as I am aware, RONR does not have a general “right of the assembly to approve, or not, when a non-member is part of a committee.” What RONR says in this regard is the following: “A standing or special committee may include, or even have as its chairman, one or more persons who are not members of the assembly or the society; but if the chair appoints the committee, the names of all such nonmembers being appointed must be submitted to the assembly for approval, unless the bylaws or the motion to appoint the committee specifically authorizes the presiding officer to appoint nonmembers (see also pp. 492–93, 495–96).” (RONR, 11th ed., pgs. 174-175) The rule in question refers to a case in which the chair appoints the committee, which is not the situation here. Additionally, even if it were concluded that this rule may also be applied to a situation in which committee members are “self-selected,” which I think is a stretch, it seems to me that the latter part of the rule (which notes that approval is not required if the bylaws or motion specifically authorizes nonmembers to be appointed) would also apply here, since we are told the bylaws specifically provide that the committee is “open to any member of the organization and any interested volunteers.”

Alternately, perhaps the board in question is in the nature of a representative body. “Taking a vote by roll call (or by yeas and nays, as it is also called) has the effect of placing on the record how each member or, sometimes each delegation, votes; therefore, it has exactly the opposite effect of a ballot vote. It is usually confined to representative bodies, where the proceedings are published, since it enables constituents to know how their representatives voted on certain measures. It should not be used in a mass meeting or in any assembly whose members are not responsible to a constituency.” (RONR, 11th ed., pg. 420)

I agree with all of this, and certainly these are good things to keep in mind for the future, but the assembly is still stuck dealing with the situation it finds itself in now, and it therefore is required to address the questions of how to record this in the minutes, and also how to clarify the status of the meeting.

Based on these facts, I am not entirely certain how members would be removed from the committees. So far as RONR is concerned, the assembly itself appoints its committees, unless it delegates this task to another person or body. Additionally, many organizations provide in their rules that the board or the President are authorized to appoint the society’s committees. RONR does not discuss the possibility of committee members being “self-selected.” I would think that it would at least be possible to remove persons from the committees through formal disciplinary procedures, since members may even be removed from the society itself through such procedures, but I am not certain what other means (if any) would be available to remove members of a committee who have been “self-selected.” It would be prudent to amend the bylaws to provide a different method for appointing committee members, or in the alternative, at least provide a method for removing committee members. Yes, I think so.

Who elected or appointed the members of the committee? I think it matters how it came to pass that the committee is electing its own chairman to begin with. If the committee is authorized to do so by the organization’s rules, then short of amending those rules, only the committee would remove the chairman. On the other hand, if the committee elected its chairman simply because the assembly failed to specify a chairman, then I think the parent assembly could remove the chair, and instruct the committee to elect a new chair (or even elect a new chair itself). Well, yes, I guess you could do that too.

No, a motion to “cancel” a meeting which is already in progress is impossible, since the portions of the meeting which have already occurred (however brief) cannot be canceled. A motion to adjourn the meeting would be in order. This motion requires a majority vote for adoption. If adopted, the meeting would immediately end. Assuming the next regular meeting is within a quarterly interval, yes. The minutes should indeed reflect what actually occurred. So in the situation you describe, I think the minutes should reflect the fact that “The assembly adopted a motion to cancel the meeting.” If I were the Secretary, however, I would still write the final paragraph regarding the time of adjournment in the ordinary way, and would not say that the meeting was “canceled.” I would note, however, that it is not clear to me from the original post whether this motion was adopted or if the chair simply declared the meeting to be canceled and adjourned. I would also suggest that the chair make a statement (or perhaps a ruling) at the start of the next meeting clarifying this matter, particularly if there are any rules in the organization’s bylaws which would be impacted by the meeting being held or not.

I recommend amending the bylaws to remove this rule as soon as possible. In the interim, it appears that when any member (including the chair) abstains from voting, it shall be deemed a negative vote. If the organization’s bylaws also have rules concerning the chair voting, I suppose that may complicate matters. As previously noted, at least so far as RONR is concerned, this is not correct. To abstain from voting, by definition, is to not vote. Therefore, a member who does not vote has abstained. No, the member was not correct. As noted above, no member is ever compelled to vote.

I think Dr. Stackpole is referring to pgs. 448-457, which describes the duties of the chair in their entirety. That’s a bit much to quote here, but good to refer to when you pick up your own copy of RONR. Some more direct citations to your questions would be the following: “If the presiding officer is a member of the assembly, he can vote as any other member when the vote is by ballot (see also p. 414, ll. 25–28). In all other cases the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result—that is, he can vote either to break or to cause a tie; or, in a case where a two-thirds vote is required, he can vote either to cause or to block the attainment of the necessary two thirds.” (RONR, 11th ed., pg. 405) “In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: ... If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions.” (RONR, 11th ed., pgs. 487-488) “Although it is the duty of every member who has an opinion on a question to express it by his vote, he can abstain, since he cannot be compelled to vote.” (RONR, 11th ed., pg. 407) “To "abstain" means not to vote at all, and a member who makes no response if "abstentions" are called for abstains just as much as one who responds to that effect (see also p. 407).” (RONR, 11th ed., pg. 45)

Sure. ”It is customary to read the proposed amendments to our parent organization’s bylaws at this meeting. This year, however, the chair notes that there are 96 individual amendments, and that the reading of all of the amendments would take a considerable amount of time. A motion to dispense with this custom would be in order. If such a motion is adopted, the chair will only read those amendment(s) which the assembly specifically orders be read, or those which relate to any motions members make concerning these amendments. The chair also notes that the amendments have been distributed in writing in advance of this meeting.” I would normally suggest requesting unanimous consent for this, but it sounds like such consent is unlikely to be forthcoming. Well, it will ultimately be up to the members themselves to figure out how they want to handle this.

Where is this wording coming from? I thought you said that your rules provided that the standing rules may be “amended by a majority vote of the board.”

Well, that is not entirely correct. As noted above, the assembly may instruct you and the other delegates on how to vote on particular matters if it wishes to do so. I agree that you and the other delegates are free to vote based on your own judgment of what is in the chapter’s best interest in cases where there are no such instructions. The fact that particular delegates may also be officers makes no difference. “A delegate is free to vote as he sees fit on questions at the convention, except as his constituent unit may have instructed him in regard to particular matters scheduled for consideration.” (RONR, 11th ed., pg. 605) Regarding the status of custom... “In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, the established custom should be adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it.” (RONR, 11th ed., pg. 19) So it would seem to me that if it is a custom that this document be read, it should be read unless the assembly orders otherwise (and that in any event, a single member may still require those portions which are relevant to a motion made on this topic to be read), since it does not violate any rule to read this document. In the other case you mention, since there is a written rule on the subject, the rule takes precedence over the custom.

Yes, I agree that, in any event, there is no requirement that the document (or any portion of it) be read if no member requests it. Even to the extent that this document (or a portion thereof) may be considered a document placed before the assembly, if such documents are distributed in advance (as is the case here), they need not be read unless requested to do so by a member. “In the case of any resolution, motion, or paper placed before the assembly that has not been read even once, the chair normally should not put it to a vote or seek its approval or adoption without reading it (or having it read by the secretary) unless permission is first obtained by unanimous consent. In a case where the full text has been distributed to the members in advance and it is customary for the reading to be omitted, the chair may initially presume that there is no objection to omitting the reading (but any member still has the right to demand that it be read).” (RONR, 11th ed., pg. 46, footnote)