Josh Martin

As I understand it, the dispute was regarding this: “The call did not even state "action item". All it said was date time and place and that members should make travel arrangements to be there. The call came out with plenty of time and the agenda showed up 21 days later which also is well ahead of our deadline for notice. But "the call" was our first notice of the meeting. Is agenda being sent after the "improper call" a notice since we had already been notified?” Apparently, the assembly decided that an agenda sent after the initial call which included the remaining necessary information for the special meeting, sent to all members of the board and sent the required number of days in advance, was sufficient notice under the organization’s rules for a special meeting. This seems like an entirely reasonable interpretation, and one I am personally inclined to agree with. Even if I were not inclined to agree with it, I don’t think I would describe it as “a complete disregard for the rules unless they are convenient for their purposes.” I would also note that the purpose of notice for a special meeting is to inform members of what will come up at the meeting so that members can decide whether to attend. Since all members of the board attended, it is not clear what harm was done by the alleged failure to provide proper notice. Since we have just now been informed that the vote was to remove a member, it may be that the vote is deficient for some other reason, but I cannot say for sure without knowing what your bylaws say concerning the removal of board members, how the term of office is defined, and how board members are elected. In any event, the board has made its decision. If you wish to pursue this further, you would need to take your case to the general membership, or consult an attorney to see what legal recourse you might have, if you wish to compel the board to take some action.

I agree that RONR is clear that a non-disciplinary motion of censure is permissible, but I do not think this categorically means that the assembly may always adopt a motion of censure without a trial. There was recently a lengthy discussion on this subject here.

Just to be certain, do your bylaws require a ballot vote for discipline? Yes. There is no “double jeopardy” rule in RONR.

It is correct that nothing in RONR grants the President the authority to make “executive decisions.”

It’s a bit more complicated than this. It may be withdrawn unilaterally if the question on accepting the resignation has not yet been stated by the chair. If the question has been stated, it may be withdrawn only with the assembly’s consent.

Yes, I think that is what it boils down to. If members are erroneously advised that a candidate is ineligible, and members then follow that advice, I do not think this constitutes denying those members the right to vote for the candidate of their choice. Even if it did, RONR notes that depriving members of their right to vote only invalidates the action taken if the number of votes denied could have affected the result. If the members voluntarily agree to vote for other persons, it is not clear how it can be demonstrated that the erroneous advice affected the result. While the assembly erred in declaring that candidates who had previously served in these positions were not eligible, I am not sure there is anything to do about it now except to apologize and get it right next time.

Unless members actually attempted to cast votes for the persons who were erroneously declared to be ineligible, those votes were discarded, and there were enough such votes that they could have affected the result, I believe the member is mistaken in his argument that the vote is null and void. I concur with Mr. Katz that the action taken was not proper and the rules could not have been suspended to permit it, however, I think it is too late to complain now.

Well, this was a terrible idea. The rules of RONR are far too lengthy to summarize in an appendix, and attempting to do so will lead to numerous problems (such as the one you are currently facing). In the future, you should remove this appendix in its entirety and instead adopt Robert’s Rules of Order as your parliamentary authority - see here for how to do that. Your organization should only adopt rules of order when and if it intends to deviate from RONR in a particular instance. In the interim, since it now seems clear that the text in question is written directly into the bylaws, it seems to me that the association is forced to follow the rule as written. It is ultimately up to your organization to interpret its own rules. The rule itself seems fairly straightforward, and prevents divulging association business to nonmembers (with no exceptions), and this presumably includes inviting nonmembers to meetings. The one caveat to this is that you say your bylaws (perhaps unwisely) specify that the rules of order will be followed at each membership meeting, which could suggest that they are not applicable to board meetings. Another possibility is that the rule could be suspended. RONR provides that rules in the nature of rules of order in the bylaws may be suspended, and the bylaws themselves appear to define this as a rule of order. Since you have not adopted RONR, however, I don’t know if this is helpful. What do your rules of order say about suspending the rules? It is not entirely clear to me that Appendix A should not be considered part of the bylaws. Additionally, I don’t know how you are certain whether the rule in question can be suspended in any event, since we don’t know what the organization’s rules of order say on this subject.

Okay, so if I understand correctly, the text in question was based on some book which was allegedly Robert’s Rules of Order Newly Revised (the exact title of which is unknown), but the text is, in fact, directly written into the bylaws themselves. Is this an accurate summary? It is still unclear what wording (if any) specifies that the association shall use Robert’s Rules of Order generally, but it seems that may no longer be relevant to the original question, so perhaps that is a problem for another day.

I’m confused now. You said in your first post that “Our Association recently rescinded it's bylaws; Roberts Rules of Order has now been added to the new set.“ I understood this to mean that some provision was added to the bylaws specifying that Robert’s Rules of Order is used for your association’s meetings (or something to that effect). (This is essentially what is meant by adopting a particular text as an organization’s parliamentary authority.) If this is not correct, please clarify what is meant by this statement.

Could you please clarify what “rules” exactly this language is included in? The reference to “The Rules” makes this ambiguous. Is it found in your bylaws, or some other rule written by your organization? Or is it included in your parliamentary authority? If the latter, what is the exact title of the book you are looking at, and what is the exact language used to adopt Robert’s Rules of Order as the association’s parliamentary authority? As has been previously noted, the language you have quoted is certainly not included in the current edition of Robert’s Rules of Order (which has been around since 2011, so it is not clear why an older version would have been adopted), and to the best of my knowledge, this language is not included in any official edition of Robert’s Rules of Order.

RONR has no specific rule on this matter, but it seems to me that it would be preferable to remove the candidate’s name from the ballot. Leaving a candidate on the ballot who has already indicated that he has no intention of accepting the office does not seem to serve any purpose.

It is not clear to me that a motion to censure the President falls within the charge of the bylaws committee. While it will be necessary to review your organization’s own bylaws to say for sure, such a committee is generally charged with tasks such as reviewing the bylaws, making recommendations for amendments, providing advice regarding interpretation of the bylaws, and (if applicable) reviewing the bylaws of subordinate units. In the event that the motion falls within the charge of the bylaws committee, it would indeed make the motion immediately following its report. If it does not fall within the charge of the bylaws committee, it is not appropriate for the committee to make such a motion or include such a recommendation in its report. A particular member of the committee, acting as an individual member of the society and not on behalf of the committee, could make such a motion during New Business. In the event that the motion falls within the charge of the committee and is therefore made on behalf of the committee, it would not require a second. If it does not fall within the charge of the committee and therefore must be made by an individual member on his own behalf, it would require a second. RONR provides that the President should relinquish the chair to the Vice President if such a motion is made. If he refuses to do so, the rules could be suspended to remove him from the chair. Yes. A member should not vote on such a motion, but ultimately has the right to do so. If a motion is made on behalf of a committee, the motion would follow the committee’s report. I concur with Mr. Honemann, however, that it is questionable whether a motion to censure falls within the charge of the bylaws committee.

There is nothing in RONR which would require a City Council to take any action based on the suggestion of a member of the audience. If such a rule exists, it is presumably found in state or local law.

RONR recommends that the President should not be a member of the nominating committee at all, but it does not actually prohibit it. So yes, the President could be appointed as a member. “Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise.” (RONR, 11th ed., pg. 433) Assuming that your rules provide that the chair of the nominating committee appoints the other members of the committee, yes. RONR does not grant the committee chairman this authority and does not recommend doing so. “The nominating committee should be elected by the organization wherever possible, or else by its executive board.” (RONR, 11th ed., pg. 433) Yes, this is correct.

You will need to refer to your school board’s rules to see how a special meeting may be called.

No, it is not proper. Rules in the bylaws may not be suspended. Additionally, rules regarding previous notice may not be suspended. If action is actually taken at such a meeting, it will need to be ratified at a regular meeting of the membership, or at a properly called special meeting. The only way to reduce the amount of time required for notice would be to amend the bylaws. Since the need for this meeting appears to have been known at the time of the most recent membership meeting, the membership probably should have just scheduled an adjourned meeting instead, but that ship has sailed now.

You say that, according the governing documents and state law, “directors were to be elected by the membership and the directors were to elect officers at the first BoD meeting after the annual meeting.” So for starters, you should do that. Also follow any other rules in your governing documents and state law pertaining to elections, and for what they don’t cover, see RONR, 11th ed., pgs. 430-446 for information on nominations and elections.

Mr. Lillie’s principal concern appears to be the ratification of any actions taken by officers pursuant to such motions, either because the officers are apparently unaware that the actions need to be ratified (notwithstanding that RONR says they have to be ratified) or believe that the actions are of such importance that they are willing to take the risks associated and hope their actions will be ratified. Yes, of course they often remain acted upon nonetheless. If they weren’t so important that they should be acted on immediately, there is no reason to adopt the motion without a quorum or without proper notice in the first place. It can wait until the assembly has a quorum, or until the next regular meeting, or until a special meeting where the item is included in the call. The entire purpose of the motion to ratify is to permit the assembly to ratify these actions if it wishes to do so. I am not personally clear on why it is felt that communicating risk is insufficient. Unless and until the actions are ratified, the persons who took the actions assume direct personal responsibility for them. This would include, for instance, the expenditures of any funds associated with the action. It seems to me that if this risk was more thoroughly communicated, members and officers who took these actions would be highly motivated to ensure that they were ratified as soon as possible, and more importantly, would avoid taking such actions in the first place unless absolutely necessary. I personally think this would be far more persuasive to most people than saying “You have to ratify them at the next meeting, rather than at any meeting. Because the book says so.” Members are free to address these problems at any time by introducing motions on the actions in question. If the assembly continues to ignore the actions despite their attention being brought to the actions, that is the fault of the assembly, not of anything in RONR, and I am frankly doubtful that any changes to RONR would improve the situation.

It is up to your organization to interpret its own bylaws. If the motion does conflict with the bylaws, it should be ruled out of order. In the long run, it may be prudent to amend the bylaws to remove this rule entirely, provide for specific exceptions, or provide a mechanism to suspend the rule.

If this situation (or others) becomes a problem, the organization is free to adopt its own rules governing the board’s use of executive session and the sharing of information relating to board decisions generally, and/or elect board members who share the organization’s views on the proper use of executive session and general transparency of board decisions. Thank you for the additional facts. Based on this further information, I think the board member is certainly free to solicit a member to make the motion in question (or to simply make the motion himself). Since it seems the original board meeting was not in executive session, I see no problem at all. As you say, the membership is the final authority. Even if the board meeting has been held in executive session, I think the board member still could have suggested that the membership adopt this training session, and he would simply not be able to discuss the fact that the board had previously considered and rejected this proposal, or the details of the discussion. Executive session is a meeting in which the proceedings are confidential. The assembly may choose to enter executive session, or it may have a rule or custom that all of its meetings are in executive session. It seems your board has no such rule or custom. I would note that, strictly speaking, the membership has no right to be informed of the board’s decisions (at least not based on anything in RONR), but there is nothing prohibiting a board member from sharing this information with the membership, unless the meeting was held in executive session. The membership may order the minutes of a particular board meeting to be read, or the membership may adopt its own rules on this subject.

No rule in RONR would prohibit it (unless the meeting was held in executive session). They are not, unless the meeting is held in executive session.

This is an interesting question. It has generally been my understanding that a board decides for itself whether to use the small board rules, and that a special rule of order is not necessary to do so, however, I’m not certain this question has yet arisen for a board which is clearly not “small” as RONR defines it. RONR provides on pg. 487 that a small board is one in which there are not more than about a dozen members present. While “about” provides some latitude, we are told that this board consistently has 23 members present, which is about twice as large. On the other hand, the actual definition of small boards seems to include even more latitude, stating that “Whenever reference is made in this book to "small boards," the size implied will depend somewhat on conditions, but such boards are usually to be understood as consisting of not more than about a dozen persons.” (RONR, 11th ed., pgs. 9-10) So I’m not entirely certain whether the board in question would need to adopt a special rule of order if it wished to use some or all of the small board rules.

This policy is not valid unless such fines are authorized by the bylaws. ”Members cannot be assessed any additional payment aside from from their dues unless it is provided for in the bylaws.” (RONR, 11th ed., pg. 572) “Punishments that a society can impose generally fall under the headings of censure,*(130) fine (if authorized in the bylaws), suspension, or expulsion.” (RONR, 11th ed., pg. 643)

Such a motion could be made, but it would no longer be an incidental motion. Instead, it would be an incidental main motion, and would therefore have the SDCs for a main motion, not for the incidental Motion Relating to Methods of Voting and the Polls. ”Incidental motions relate, in different ways, to the pending business or to business otherwise at hand—some of them with varying degrees of resemblance to subsidiary motions, but none of them possessing all five of the characteristics listed on pages 64–65. As a class, incidental motions deal with questions of procedure arising out of: (1) commonly, another pending motion; but also (2) sometimes, another motion or item of business a) that it is desired to introduce, b) that has been made but has not yet been stated by the chair, or c) that has just been pending.” (RONR, 11th ed., pg. 69) Additionally, as has already been noted, the text specifically states that the motion is used for voting by “some form other than by voice, by show of hands, or by Division (rising); or to close or reopen the polls.” (RONR, 11th ed., pg. 283) There is no purpose to specifying a voice vote, since this is already how votes are taken. If the assembly wishes to use voice votes for all votes at a meeting, to the extent that it wishes to prevent the making of a motion for a ballot vote, this would require adopting a special rule of order or a rule of order for a meeting - although since such rules may be suspended, the assembly still could take a ballot vote later if it wished to, but it would require a 2/3 vote.