Josh Martin

I don’t know that I would say they are the same, but it seems clear that any of these is not in order. ”Debate must be confined to the merits of the pending question. Speakers must address their remarks to the chair, maintain a courteous tone, and—especially in reference to any divergence of opinion—should avoid injecting a personal note into debate. To this end, they must never attack or make any allusion to the motives of members.” (RONR, 11th ed., pg. 43) ”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) “If the offense is more serious than in the case above—as when a member repeatedly questions the motives of other members whom he mentions by name, or persists in speaking on completely irrelevant matters in debate—the chair normally should first warn the member; but with or without such a warning, the chair or any other member can ‘call the member to order.’” (RONR, 11th ed., pgs. 645-646)

I would say “correct” rather than “good,” but yes. Yes.

This is unnecessary. The minutes should simply note the time of adjournment. If you feel that “not proper” more clearly communicates that the meeting is now adjourned, even although the process was in error, I have no objection to this. Based on the rules in RONR and the sample minutes, it appears that the minutes should simply state that the meeting adjourned at XX o’clock.

My understanding is that the OP expects that a member will simply offer an ordinary main motion on this subject, not an amendment to the bylaws. I concur that an amendment to the bylaws would be in order, assuming any requirements for previous notice are met.

The member was mistaken that he could demand a ballot vote, and Wikipedia is not a reliable source on parliamentary law. The member could, however, move that a ballot vote be taken, and a majority vote would be required for adoption. The presiding officer has the authority to rule motions out of order, but I do not think he should have done so in this instance, at least based on the facts provided. The chair should have taken a vote on the motion for a ballot vote (assuming, of course, that the motion received a second). ”A motion is dilatory if it seeks to obstruct or thwart the will of the assembly as clearly indicated by the existing parliamentary situation.” (RONR, 11th ed., pg. 342) ”Whenever the chair becomes convinced that one or more members are repeatedly using parliamentary forms for dilatory purposes, he should either not recognize these members or he should rule that such motions are out of order—but he should never adopt such a course merely to speed up business, and he should never permit his personal feelings to affect his judgment in such cases. If the chair only suspects that a motion is not made in good faith, he should give the maker of the motion the benefit of the doubt. The chair should always be courteous and fair, but at the same time he should be firm in protecting the assembly from imposition.” (RONR, 11th ed., pgs. 342-343)

“Subcommittee” is not the right word for this. Probably not. Most likely, the provision in question applies solely to the parent organization. ”The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws should contain this limit or one that is lower. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so.” (RONR, 11th ed., pgs. 587-588) It seems to me that the appropriate course of action is to hold an election, as is required in RONR. If a member believes that the provision in the parent organization’s bylaws is controlling, he could raise a Point of Order while the election is pending. You would rule on this point, subject to appeal. I do not think making a motion on this subject in advance of the election is in order. I don’t think it’s that unusual. It seems to me that they are just using nonstandard terminology. It seems clear that there is a parent organization and a subordinate unit.

I have no idea. As previously noted, there is nothing in RONR on this subject. It is up to your organization to interpret its own bylaws. I think it would be advisable to do so.

If the investigative committee finds cause for discipline, the proper course of action is to adopt a motion recommending that the assembly prefer charges and schedule a trial. This is discussed in detail in RONR, 11th ed., pgs. 658-663. Such a resolution does not include a recommendation for any particular punishment (except, if desired, a temporary suspension until the conclusion of the trial). Yes, the assembly may adopt a motion of censure without going through disciplinary procedures, but because “A member or officer has the right that allegations against his good name shall not be made except by charges brought on reasonable ground. If thus accused, he has the right to due process—that is, to be informed of the charge and given time to prepare his defense, to appear and defend himself, and to be fairly treated,” I think there are circumstances in which even censure requires formal disciplinary procedures. (RONR, 11th ed., pg. 656) For instance, RONR notes that “A resolution is improper if it implies the truth of specific rumors or contains insinuations unfavorable to an officer or member, even one who is to be accused. It is out of order, for example, for a resolution to begin, "Whereas, It seems probable that the treasurer has engaged in graft, . . ." At the first mention of the word "graft" in such a case, the chair must instantly call to order the member attempting to move the resolution.” (RONR, 11th ed., pg. 658) If this is out of order even in a motion to appoint an investigative committee, it stands to reason that it would not be in order for a member, out of the blue, to make a motion censuring the Treasurer for graft or other serious charges. Since there is an investigative committee, it may well be that the charges are of such a nature. Additionally, even if it would be in order for the assembly itself to adopt such a motion outside of formal disciplinary procedures, recommending as much does not appear to be the role of the investigative committee.

There is no procedure in RONR to “appeal” a rule in the bylaws. Rules in the bylaws may not be suspended unless they are in the nature of a rule of order or if the rule provides for its suspension.

The adjournment was not valid. An adjournment may only be adjourned without a vote in the following circumstances: The time for adjournment has been previously set by the assembly and that time has arrived. The assembly has completed its entire order of business and no member seeks to introduce new business. There is an emergency which immediately threatens the members’ safety, such as a fire. In all other cases, a motion to adjourn requires a second and a majority vote for adoption. Additionally, a motion to adjourn cannot interrupt a speaker. It should also be noted, however, that a Point of Order must generally be raised at the time of the violation. So the meeting is certainly adjourned now, even although it was improper.

I did not have anything in particular in mind. I was merely suggesting it since that it seems a parliamentary solution is unlikely.

If no one in either the board or the membership wishes to adress this situation, then there certainly will not be a parliamentary solution, as any parliamentary solution will require the support of at least a majority (and preferably 2/3) of the assembly. You could consult an attorney to see if there is any legal recourse.

Could you explain why exactly this is the case? For that matter, why is a 2/3 vote required to amend the motion? No. Yes, but motions may be amended, so this does not resolve your problem. As Mr. Zook suggests, the committee chairman could then move the Previous Question (which requires a 2/3 vote) to proceed to an immediate vote on the main motion, but since you have suggested that there is 2/3 support for a motion to amend the recommendation, this seems unlikely to be adopted. I concur with my colleagues that there is no parliamentary rule against members communicating outside of a meeting, but there may well be limitations in applicable law (especially for a public body or an HOA), although such questions are beyond the scope of this forum.

No. Additionally, based on this thread and the many other threads you have posted, it appears that your board has numerous serious issues and is likely in the need of a professional (I would suggest one or more of a parliamentarian, a lawyer, and/or a mediator) to discuss these issues in more detail. We will do the best we can, but I am doubtful that we will able to fully resolve all of these issues. Then you will need to appeal to a higher authority (the general membership).

No. You may make this request, but whether to grant it is at the board’s discretion. It is up to the board whether to grant this request. Whether I find it reasonable is immaterial. I can imagine the board raising concerns about such a request, as recording a meeting always introduces some risk that the recording may later be leaked.

In such cases, I suppose I would use their first name (or first initial) along with their last name, or use their position, either instead of or in addition to their last name. The only thing I would be sure to avoid is to refer to them by only their first name. I see no need for a motion for any of this.

Speak with the board members outside of a meeting, without the President present. Offer to buy them lunch if necessary. If you are successful in getting some backbone into the other members, then get a new President. See FAQ #20. Whether or not this is successful, it may also be prudent to seek legal counsel. These are valid concerns. It is also possible that the President will simply ignore the parliamentarian. A parliamentarian is simply an advisor to the chair. There is no Parli-Pro Police.

No, not really. This isn’t really a question about RONR. The only thing I can think of at the moment is that without such a process (whether it is formally adopted or handled by custom), presumably issues will continue to fester until they result in a member seeking disciplinary action against another, which presumably a board which doesn’t “want to upset the other people on the board by calling out their wrongdoings” would not find to be desirable.

I don’t understand this part about “basically the motion died last meeting, cause people voted it down and it didn't get 2/3 when you objected to it.” As for the rest of it, I believe the advice is mistaken, since it seems to me that the motion laid on the table died several meetings ago. It should also be noted that what was laid on (and taken from) the table was the motion to amend the constitution, not the constitution itself. In the end, however, the motion was permitted, which seems to me to be correct. This is generally correct, although an organization with “Judicial Commissioners” may have its own rules on this matter. In any event, it’s too late now. The best solution would be for the member to withdraw his motion and start from scratch. If he is not willing to do that, then you could make a motion to suspend the rules (2/3 vote) to permit debate on this issue. (The motion to divide a question is not debatable.) After that, if the members want to discuss the new motion, you can just proceed from where you are. If you want to discuss the other motion, again, withdrawal is the easiest solution, but if the member is unwilling, then you can vote against the motion to divide the question, adopt a motion for the Previous Question (2/3 vote), and vote against the main motion.

The motion to take from the table was out of order in any event because a motion which is laid on the table dies if it is not taken from the table by the end of the next regular meeting if it is within a quarterly interval, or by the end of the same meeting if the next regular meeting was not within a quarterly interval. It is, however, too late to raise a Point of Order regarding this issue now. Yes, by adopting a motion to Postpone to a Certain Time, or a motion to Lay on the Table. Either requires a majority vote for adoption, and the former is debatable and amendable.

The member is mistaken.There is no parliamentary rule concerning the wearing of headwear. The organization is free to adopt its own rules concerning this subject if it wishes to do so, but RONR has nothing to say about it.

The bylaws obviously do not grant the board the exclusive authority to set the guest fee, since the bylaws say that the Executive Board shall set such fees “subject to the approval of the membership.” The member seems to be claiming a violation on a more technical point. He may be arguing one of the following: That the bylaws only permit the membership to approve or reject the amount of the fee (and presumably in the latter case, the board proposes a new amount), not to amend the amount proposed by the board. That the bylaws require the guest fee to be proposed and considered as a separate motion, not as a part of the budget. I don’t find either argument particularly persuasive, but they are at least more persuasive than suggesting that the board has exclusive authority in this area. I am not convinced there was even a violation at the time, but I am inclined to agree that even if there was, it is not a continuing breach. I do not think that this statement is categorically correct. Failing to send a required notice, for instance, causes a continuing breach. I am inclined to agree, however, that failing to hold a budget hearing generally would not cause a continuing breach.

The correct use of a secondary amendment depends on the form of the primary amendment, so we do not have sufficient facts to answer this question. We would need to know the nature of the primary amendment which was pending.

Well, this is quite a mess. Based on these additional facts, here are my answers to the original questions. I have no idea. Your bylaws (unwisely) call for the nominating committee to submit a slate of nominees, that the slate shall be voted on as a whole, and that an affirmative vote shall elect the slate, however, they contain no provisions for what to do in the event the slate is not elected. Additionally, it seems that the current slate may not be valid since it must be selected by the nominating committee and, apparently, no nominating committee has been appointed. Yeah, this is a bit of a mess too, in the event there is no director. What are the procedures for amending your bylaws? I would recommend amending them as soon as possible. In the interim, the organization will need to interpret its bylaws as best as it can. Well, they might need to appoint a nominating committee first. Since the duties of the presiding officer are in the nature of rules of order, and therefore may be suspended, this rule is really not all that problematic. Again, I am inclined to think such a rule could be suspended, since it relates to duties during a meeting. The bylaws certainly appear to have many problems, but these two rules do not seem all that objectionable.

Dan, what do you think this means for the original question? If an organization does, in fact, defeat a motion to “reaffirm” a motion previously adopted, what is the parliamentary situation and what steps (if any) must be taken to resolve it?