Josh Martin

Yes. “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) So the President does not have the authority, acting alone, to adopt a new policy regarding the dues. If what has been provided to us is an accurate summary, this seems too charitable to the President. We are told that the President said that “she is changing the way things used to be done.” It does not appear that the President stated that the way things used to be done was in conflict with the organization’s rules (or how it was in conflict). So this seems to be the President trying to make an “executive decision,” not the chairman making a ruling on a question of order.

Yes. The concept of scope of notice is found in the rules governing motions which require previous notice, or where such notice reduces the vote required for adoption. Notice of such motions must include either the actual wording of the motion or sufficient information to determine its “scope and purport” in order that this rule may be properly applied. The notice required for a special meeting is not the same thing. The rules on that subject require only that the notice include the subject matter of the motions to be discussed, and has no scope of notice rule for amendments. So the notice of the special meeting does not even need to mention the rate of pay, but even if it does, this does not change what amendments are in order.

The concept of “scope of notice” is not applicable to the notice for a special meeting. This concept applies only to motions which, in and of themselves, require previous notice. It is of course correct that if an amendment is made which would change the motion into something completely different, this would not be in order, but this would not be in order at any meeting, since amendments must be germane.

RONR has nothing to say about “jurisdiction” or “corporate proceedings,” but it does say the following about the status of RONR (as a parliamentary matter) in an organization which has adopted it as its parliamentary authority. “When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization. What another manual may have to say in conflict with the adopted parliamentary authority then has no bearing on the case. In matters on which an organization's adopted parliamentary authority is silent, provisions found in other works on parliamentary law may be persuasive—that is, they may carry weight in the absence of overriding reasons for following a different course—but they are not binding on the body.” (RONR, 11th ed., pgs. 16-17)

Why would it be out of order? Is there a particular amendment you suspect is forthcoming which you believe would be out of order, or are you suggesting that any amendments would be out of order? If the former, we would need more information. If the latter, I would suggest that this is not correct, at least so far as RONR is concerned. In the event that an amendment is out of order, the chair would say “The chair rules that the amendment is out of order, because (REASONS).” At least so far as the rules of RONR are concerned, this doesn’t seem tricky at all. It seems to me that such an amendment would be entirely in order. It is conceivable, however, that the amendment would not be in order due to some rule of the organization on this matter.

First, I think the board member is wrong, and that the statement that “Special committees may also be appointed by the Board to assist on particular projects.“ does not grant the board exclusive authority in this matter and does not prevent the membership from establishing its own committees. Therefore, the board cannot deny the formation of this committee, and could not do so even if a member had objected at the time. Second, even if the formation of this committee was improper, the board may not overturn the decision of the membership. A Point of Order regarding a decision of the membership may only be addressed at a meeting of the membership. As for recourse, I suppose the first step is to explain this to the board and see if they are willing to cooperate. If not, I would consider whether some or all of the board members need to be removed and replaced with those who can follow instructions. In the long run, perhaps it is necessary to explicitly state in the bylaws that “Nothing in this section prevents the membership from appointing its own committees,” to protect against future stubborn board members. Did the membership actually appoint the members of this committee? Or did they instruct the board to appoint them? If the members have already appointed them, I suggest the committee write its own letter back to the board member informing them that the membership does, in fact, have the authority to appoint its own committees and the committee will therefore continue in its duties, and that if the board has a problem with this, it can take it up with the membership at the membership’s next meeting.

I was under the impression that the question was regarding a person serving as President and as Parliamentarian in the same organization. I suppose the OP might have meant something different, however, so I suppose I will add that nothing in RONR prevents a person (whether or not that person holds credentials with an organization focused on parliamentary education) from serving as President of one organization and as Parliamentarian of some other organization.

The role of the parliamentarian, so far as RONR is concerned, is to advise the presiding officer regarding parliamentary procedure. Since the presiding officer is generally the President, I don’t think I would say there is any conflict here, although it does seem a bit odd for the President to be the official advisor to himself. It would seem more logical to simply not have a parliamentarian in such a case. Is the role of the parliamentarian (or the President) in your society different?

A “consent calendar” is the same thing as a consent agenda and is discussed in RONR, 11th ed., pg. 361. Its use is not limited to conventions. I’m not sure why you thought it was, since the first sentence of the paragraph lists several types of assemblies, and a convention is not one of them. ”Legislatures, city, town, or county councils, or other assemblies which have a heavy work load including a large number of routine or noncontroversial matters may find a consent calendar a useful tool for disposing of such items of business.” (RONR, 11th ed., pg. 361)

The chairman would appoint the tellers. Yes, nonmembers could be appointed as tellers, and permitted to enter the meeting hall only to collect the ballots, if desired (and if these persons are willing to sit around for this).

The closest analogy to this process in RONR is a mass meeting. In such cases, the temporary chairman presides until a chairman is elected - which is the very first item of business. The Secretary is elected second. The chairman may continue to preside even if he is a candidate, however, he should not speak in debate on the election, and no one should speak in debate during voting. It should also be noted that nominations do not require a second.

The full sentence in question provides “In the absence of such a provision in a society or assembly whose real membership can be accurately determined at any time—that is, in a body having an enrolled membership composed only of persons who maintain their status as members in a prescribed manner—the quorum is a majority of the entire membership, by the common parliamentary law.” (RONR, 11th ed., pg. 21) I am not certain that an organization which defines its members solely on the basis of some other status (such as persons who are, or were, students at a particular school, or persons who live in a particular geographical area) is a society with “an enrolled membership composed only of persons who maintain their status as members in a prescribed manner,” even although some other body may well keep reliable records of the persons with that status. Finally, even if the students are considered to be “enrolled members” of the student association, even although they do not need to take any action to obtain or maintain membership in the student association (other than to maintain their status as a student), and may not even be aware of the existence of the student association or their membership within it, the school’s enrollment records can only be considered a reliable record of membership in the student association if the officers of the student association have access to those records, and it is not clear whether this is the case. Yes, I think it is correct that they could probably determine that we are not members of a high school student association, although I am not sure this really says anything about the reliability of their records generally.

No doubt the school has a record of such matters, but the organization itself presumably has no such records. Additionally, the members have no effective dues or other obligations in regard to the organization, and quite likely (in most cases) no awareness of their membership. So I think this is an organization in which “which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members.” I assume colleges also have records of alumni, but yet such organizations are explicitly listed as an example of an organization whose membership is “loosely determined” and such have no minimum number of members required for attendance. Yes.

It seems to me that Section 5.4 applies to council meetings, and that the annual meetings are clearly meetings of the full student body (or at least the specified grades), not meetings of the council. So I don’t think Section 5.4 applies to the annual meetings. Since the bylaws are therefore silent regarding the quorum for annual meetings, RONR is controlling, and I think these provisions are relevant when the membership is defined as “All HCHSA middle school and high school students.” “In organizations such as many churches or some societies in which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members, the quorum at any regular or properly called meeting consists of those who attend.” (RONR, 11th ed., pg. 346) ”In a mass meeting, or in a regular or properly called meeting of an organization whose bylaws do not prescribe a quorum and whose membership is loosely determined (as, for example, in many church congregations or alumni associations), there is no minimum number of members who must be present for the valid transaction of business, or—as it is usually expressed—the quorum consists of those who attend the meeting.” (RONR, 11th ed., pg. 21)

I should first note that (with very few exceptions) a motion generally should not be made to approve a report in its entirety. This is done if it is intended to make the report an official document of the organization, such as when it is to be published in the organization’s name. The other exceptions I can think of are the annual report of the auditors and the credentials report for a convention. Generally, if the report contains recommendations, one or more motions are made to adopt the recommendations within the report. If the report contains only information, no action is taken on the report at all. It is not entirely clear what the nature of this report is, so I don’t know what the proper course of action is. Setting all of that aside for the moment, however... This could be done at the same meeting. At a later meeting, anyone may simply make the motion anew, whether or not the member voted on the prevailing side. Since the motion was defeated, there is nothing to rescind. The motion to rescind is used when a motion has been adopted. At the same meeting, the appropriate course of action is for a member who voted on the prevailing side to make a motion to Reconsider. If this motion is adopted, the original motion is now before the assembly in the same state it was in before the final vote. Any member may then make a motion to amend it by striking the two positions. At a later meeting, any member (whether or not they voted on the prevailing side) can simply make a new motion and omit the two positions to begin with. Any order for the Previous Question regarding this motion has certainly been exhausted at this time, since this is concerning a final vote on a main motion, which means that all questions subject to the order have been finally disposed of. ”The Previous Question is said to be exhausted (in reference to a particular order for it) when all of the motions on which it was ordered have been finally disposed of, or when any motions not yet finally disposed of are no longer affected by the order.” (RONR, 11th ed., pg. 204) ”If a vote ordered by adopting a motion for the Previous Question is reconsidered before the Previous Question is exhausted, the motion to Reconsider is undebatable and the motion reconsidered cannot be debated or amended. But if the reconsideration occurs after the Previous Question is exhausted, the motion to Reconsider and the question to be reconsidered are no longer affected by the Previous Question.” (RONR, 11th ed., pg. 206) It is, however, very likely that the time limits for Reconsider have passed, in which event the motion may simply be made anew (without the two disputed positions, if desired).

So far as RONR is concerned, such a motion is not in order at any meeting or hearing. Once again, if such a rule exists, it would presumably be found in state or local law.

Why not? The entire purpose of an Objection to the Consideration of the Question is to prevent the consideration of a motion which is in order, but which the assembly feels would be too damaging to discuss. I see no reason why the fact that the chair’s ruling that the motion is in order was upheld on Appeal necessarily suggests that such an objection would fail.

The problem is assuming that an agenda is an exhaustive list of everything that may happen at the meeting. It is not. If an item is struck from the agenda, it remains struck from the agenda, unless the assembly later amends the agenda, but it may still be considered under the appropriate heading after all other items in that heading are completed. I don’t think it is necessary to remove the possibility of striking an item from an agenda. An agenda is often used when an assembly has limited time to complete its business, and in such cases, whether or not an item is listed on the agenda (and if so, what its relative position on the agenda is) may be very important. With that said, we do get posters asking some variation of this question (May an item struck from the agenda be considered?) with some regularity, so I concur that some additional clarity on this point may be desirable. Are we in disagreement? It seems to me that we both said the item should come up under General Orders. Dr. Stackpole provided some additional information for the appropriate procedures if the chair fails to announce the motion. I have no disagreement on this. Dr. Stackpole does not appear to have taken a position on exactly when the motion comes up in General Orders, so I don’t know if we disagree about that.

Only the members of the non-profit, unless the membership chooses to permit others to attend. Yes. Well, I hope what you mean to say is that there are no members except for the board members. (Or in the alternative, that this is actually a board meeting, in which event only the members of the board may attend, unless the board chooses to permit others to attend.) If there are, in fact, no members at all, that will make holding a membership meeting rather difficult.

As a parliamentary matter, a motion to terminate an employee is simply a main motion, and the board could adopt such a motion by majority vote - assuming, as noted above, that the board hired this person in the first place. Hold on. What is this all about? Why is it felt that the general membership meeting in question was illegal, and why is this is relevant to the question of firing the Executive Director? Additionally, I would note that since the membership is generally the superior body, the board would lack the authority to declare membership meeting null and void - only the membership may make that decision. It should also be noted that a Point of Order is an incidental motion, not a privileged motion. Assuming the board hired this person in the first place, the board is free, as a parliamentary matter, to terminate this person by majority vote. This is a main motion, not a privileged motion. I am not certain about this part about charges and investigations which occur after the employee is terminated. Is this person, in addition to their status as an employee, a member of the organization as well? Or are the “charges” referred to here charges in the criminal justice system, not charges within your own organization? As a parliamentary matter, if the board hired this person in the first place, the board is free to adopt this motion by a majority vote. This is a main motion, not a privileged motion. The disciplinary procedures in RONR relate to disciplining a member or officer. Employees have no such protections. Motions relating to employees are ordinary main motion, so far as RONR is concerned. As noted above, however, there may well be provisions in applicable law which are relevant to firing an employee, so it may be advisable to consult an attorney. I suppose it would depend on the wording of the motion which hired the employee. It seems to me that, generally speaking, a motion to fire an employee does not conflict with, and therefore does not need to rescind or amend, the motion to hire the employee. They are each specific events happening at a specific time. It is conceivable, however, that in a particular case a motion to fire an employee would conflict with the motion to hire the employee (such as if the motion to hire the employee specified a particular term of service, and that time has not yet expired), in which event the motion would be a motion to Rescund or Amend Something Previously Adopted, and therefore would require a 2/3 vote, a majority vote with previous notice, or a vote of a majority of the entire membership (of the board).

It is not clear to me whether the organization’s view of the effects of placing (or not placing) an item on the agenda is based upon some rule in applicable law or the organization’s own rules, or if it is simply based on a misunderstanding. Certainly if such rules exist, they will take precedence over RONR, and a careful review of the exact wording of these rules will be necessary to determine what exactly these rules mean. If the rules in question are in applicable law, the assistance of an attorney would be advisable. So far as RONR is concerned, however, removing an item from the agenda, in and of itself, does not prevent consideration of that item at that meeting.

Assuming the Board hired this person in the first place, it seems to me that, as a parliamentary matter, the Board may fire her simply by adopting a motion to do so. There may we’ll be legal matters involved in firing an employee, however, which would be beyond the scope of RONR and this forum.

If a matter has been postponed to the current meeting, then the matter comes up under General Orders whether or not it is listed on the agenda. RONR does not directly address the question of when such an item is to be considered, but presumably it would be under General Orders after all General Orders listed on the agenda have been considered. A postponed motion is actually a general order, not unfinished business. The assembly may strike an item which is a General Order by virtue of postponement from an agenda. Even if this is done, however, the motion remains a General Order. This situation is different from the earlier situation (in which the item was a general order solely by virtue of its inclusion on the agenda), because in this case, the item is a general order because it was postponed. The bottom line is once again that the purpose of an agenda is not to limit what business is considered, but to ensure that the most important business is considered first. Striking items from an agenda does not prevent their consideration.

No. Striking a motion from an agenda is not disposing of the motion. No, this is entirely correct, but when an assembly has struck a motion from the agenda, it has made no determination on the motion itself. It has simply decided the motion shall not be on the agenda. The purpose of an agenda is not to limit what business may be considered, but to ensure that the most important business is considered first. No, this is not correct. Merely submitting an item prior to a meeting does not, in and of itself, make it something other than New Business. The assembly could have made it a Special Order or General Order by placing it on the agenda, but apparently decided not to do so.

The above wording is appropriate, but I would note that there is a requirement for a verbal reading prior to vote in RONR. This is done when the motion is actually pending, however, not at a previous meeting, and it may be waived if no member objects. “When any paper is laid before the assembly for action, it is a right of every member that it be read once; and, if there is any debate or amendment, that it be read again before members are asked to vote on it.” (RONR, 11th ed., pg. 299)