Josh Martin

I agree with all of this except this part about “the decision is his.” I don’t know where you get this idea. As previously noted, the board has seven members at this time, and it will be the board’s decision on whether to accept the resignations of the three other board members who have submitted resignations which have not yet been accepted (unless some of them also withdraw their resignations). Since your resignation has already been withdrawn, there is nothing left to make a decision on in your case. As previously noted, before the question has been stated to the assembly on accepting the resignation, the member may withdraw his resignation unilaterally, and you did this.

There is no reason for the minutes to contain such a statement, but I agree that if they do, it should be removed.

The proper course of action is, at a meeting with a quorum present, to raise a Point of Order (followed by an Appeal, if necessary) that a quorum was not present when the motion for the committee was adopted, and that the motion is therefore null and void. I don’t think it is necessary to wait for the attorney, since three members is not a majority even of the current board members, and therefore there was not a quorum in any event. I would note that a Point of Order regarding quorum is generally not permitted to affect prior action, and that clear and convincing proof is required. In this case, however, there does not appear to be any dispute regarding how many members were present - the issue is instead regarding whether certain persons are (and were) still members of the board.

In the assembly where meetings are held monthly, the minutes would be approved at the beginning of the next meeting. For a reference, take a look at the bottom of RONR, 11th ed., pg. 473. The situation seems to be even stranger, since it appears the minutes of a meeting are being approved at the end of the same meeting. As the OP notes, “members can not actually make any corrections of what they can not see written.” If the minutes were not approved until the next meeting, whether at the beginning or the end, this presumably would not be a problem.

Even if the member asking to remain on the board is not considered to be withdrawing the resignation (which I think is overly technical), it may still be possible to withdraw the resignation with the board’s consent. Although the chair did put the question on whether the member would remain, the summary of what follows is somewhat murky, so it is not clear what final action (if any) the board took on this matter.

Expanding on my previous comments, it occurs to me that the following passage may also be relevant to this discussion of “substantial compliance.” “In ordinary meetings it is undesirable to raise points of order on minor irregularities of a purely technical character, if it is clear that no one's rights are being infringed upon and no real harm is being done to the proper transaction of business.” (RONR, 11th ed., pg. 250) This is not intended to suggest that the matters raised in this thread are points of order of the nature discussed in that citation.

No. No, unless the chair requests advice, or if the chair submits the Point of Order to the assembly. “Before rendering his decision, the chair can consult the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair. When the chair is in doubt as to how to rule on an important point, he can submit it to the assembly for decision” (RONR, 11th ed., pg. 254) It should also be noted that, unless the interruption was for the purpose of asking a question, whether the member consents to the interruption is not relevant to the question of whether the interruption was in order (and even in that case, the proper procedure is to ask the question through the chairman, who then asks if the member consents to the interruption).

If the members are agreeable to this, I think this would be a preferable method.

Under the small board rules, there is no limit on the number times a member may speak in debate.

It is ultimately up to the organization to interpret its own rules, but so far as RONR is concerned, a person without the right to vote is not a true member. “A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote.” (RONR, 11th ed., pg. 3)

Yes, I understand that you do not currently know how this happened. In order to properly resolve this matter, however, you will need to find out. The issue is that the board needs to find out (if possible) which of its current members are not validly serving as members of the board. A Point of Order may then be raised that those elections/appointments are not valid, followed by an Appeal if necessary, which would be handled by a vote. If the organization messed this up in such a way that it is impossible to determine which members are not properly serving (perhaps they were all elected at the same time through a single vote), then the best course of action would probably be to report this matter to the membership for resolution, but if that is impractical, then I suppose the board will need to determine which members to remove. If enough members volunteer to resign, that would be preferable. The bylaws may be amended to increase the size of the board, but unless and until that occurs, the current size of the board must be reduced to comply with the bylaws, as soon as possible. After the bylaws are amended, the other persons may be put back on the board if the body tasked with filling vacancies wishes to do so. My understanding is that if a main motion (including an election) is adopted which conflicts with the bylaws, it is null and void, and remains null and void even if the bylaws are subsequently amended to remove the conflict. Therefore, the “extra” board members would still need to be removed, although they could then be re-elected if desired.

I concur with this, including the advice about reading up on Point of Order and Appeal and finding supporters, but I would also note that since the OP anticipates that the chair may simply refuse to acknowledge the Point of Order, some additional reading concerning the procedures for handling abuse of the authority by the chair may also be necessary.

Again, I note that “substantial compliance” is not a parliamentary term, so there is no parliamentary meaning to saying that a particular assembly is (or is not) in “substantial compliance” with RONR. With that said, with regard to the particular complaints: I would be highly concerned with an assembly which did not attend to the rules of decorum. The rules of decorum are critical to maintaining harmony within the assembly. While potentially certain of these rules could be relaxed if the circumstances warrant, an assembly which permitted personal attacks against members, for instance, would be highly concerning. I would be highly concerned with an assembly which did not permit Points of Order or Appeals, since these are the only parliamentary mechanisms available for the assembly to enforce any compliance with the parliamentary authority or the other rules of the organization. Without these tools, the assembly is entirely at the whims of the chair. I am not entirely sure what is meant by “did not engage any of the disciplinary procedures in RONR.” If you mean that the assembly has chosen not to pursue disciplinary action against a person who, in your opinion, should be subjected to such action, I would note that this is a substantive decision that is at the assembly’s discretion, so this fact would not give any concerns for parliamentary reasons. (If I were a member, I may or may not be concerned with the substantive decision, but that is beyond the scope of this forum.) On the other hand, if you mean that the assembly did take disciplinary action against a member, but did not afford the member the due process protections in RONR or in your organization’s rules, then that would be highly concerning. The fact that “most of what they did do was basic motion making, and voting, and a very occasional amendment or withdrawal of a motion, and that was mostly it.” is not concerning at all. This is an accurate and appropriate description of how meetings should generally operate. Meetings are intended for the assembly to conduct its business in the most efficient manner possible while also protecting the rights of the minority and the individual members. These objectives can generally be accomplished with the basic tools of parliamentary procedure. More advanced tools are available for those circumstances where they are needed.

Yes, all of the motions listed would be in order at 4:25, assuming there is no other reason they would be out of order at that time. I would note that the motion to Postpone to a Certain Time is debatable, so if the assembly waits until 4:25 to figure out how to handle this situation, it would probably be prudent to immediately follow that motion with a motion for the Previous Question (or Call to Question).

Since your bylaws provide rules concerning the removal of both officers and board members, what RONR says on the subject is immaterial. Your bylaws take precedence. Even if RONR were controlling, this would be likely be of little comfort to the board, since RONR would also require a vote by the membership, and (depending on the specific wording of the term of office, and what is exactly is required in your bylaws) may actually require even lengthier procedures than what your bylaws require. Apparently, however, that is not the case in the organization’s bylaws, at least for the purposes of the rules in question, since the bylaws provide that officers may be removed by the board but that board members may be removed only by the membership.

If your bylaws require the procedure you describe, and has no exceptions, then that is the procedure which must be followed.

Based on your previous threads, it sounds to me that you will have plenty of opportunities for a Point of Order arise naturally, but I have no objection to this tactic. See RONR, 11th ed., pgs. 650-653.

So far as RONR is concerned, board members are officers, and the same rules for discipline apply.

I hesitate to answer such sweeping questions devoid of any context, but I would note that “substantial compliance” is not a parliamentary term. Taking a wild stab at what is the intent of this question (is an organization required to comply with RONR in all respects or merely to “substantially comply”), I would say that in an organization which has adopted RONR, the organization has adopted it as a binding manual in matters of parliamentary law, to the extent that it does not conflict with other rules of the organization. In this context, however, it is also important to note the following: There are a number of proper procedures within RONR for the assembly to choose to deviate from RONR on particular matters, whether temporarily or permanently. Generally speaking, when a violation occurs, a Point of Order must be raised at the time of the breach, and only in the most extreme cases does a violation invalidate a prior action. In and of itself, I don’t think so. As a practical matter, these comments suggest that it may be prudent to pick your battles and stick to pointing out the violations which are most damaging.

As FAQ #18 notes “A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn - that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly,“ Before the resignation has been placed before the assembly, the member who submitted the resignation may unilaterally withdraw it. There is no need for anyone to accept the withdrawal. The law in question, if applicable to your organization, certainly takes precedence over your bylaws and RONR, but what the law means is a question which is beyond the scope of this forum.

The only motion out of those you have listed which would be in order at 4:30 would be the motion to extend the meeting. At that time, you may certainly note that such a motion would be in order, especially if you believe the assembly would not otherwise be aware of this option. Motions to postpone or to call the question would not be in order at that time, unless the assembly first voted to extend the meeting. The motion to adjourn is unnecessary, since the time for adjournment has been previously set. As you have suggested previously, it may be prudent to start suggesting options prior to 4:30.

See FAQ #20.

It is not clear whether the motion in question was referred to the committee or whether it originated in the committee. In the event that the motion was referred to the committee and the committee is attempting to circumvent its duties, the motion to Discharge a Committee exists for that reason.

As I have just noted, the rules of decorum are detailed in RONR, 11th ed., pgs. 391-394.

I understood from the original facts that you withdrew your resignation prior to that meeting. If this is not correct, please clarify. “In a very contentious meeting in January where the chair created a hostile environment I said ‘I resign’ The chair was the VP as the president was sick. A few days later I submitted a letter of apology to the President and asked to remain on the board. The next documented events took place. At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term.” “As indicated on page 21, a quorum in an assembly is the number of members (see definition, p. 3) who must be present in order that business can be validly transacted. The quorum refers to the number of members present, not to the number actually voting on a particular question.” (RONR, 11th ed., pg. 345) “In all other committees and in boards, the quorum is a majority of the members of the board or committee unless a different quorum is provided for: (a) by the bylaws, in the case of a board or standing committee that the bylaws specifically establish; or (b) by a rule of the parent body or organization or by the motion establishing the particular committee, in the case of a committee that is not expressly established by the bylaws.” (RONR, 11th ed., pg. 347) “A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote.” (RONR, 11th ed., pg. 3) An empty seat is clearly not a member as an empty seat cannot make motions, speak in debate, or vote, and therefore, it seems to me that these rules mean that the quorum is a majority of the current members unless the bylaws provide otherwise. The rule says “a majority of the members,” not “a majority of the total possible members” or “a majority of the seats/positions.”