Josh Martin

I think what is meant by a “de facto” parliamentarian is that there is a particular member the chair generally calls on for parliamentary advice, but this person does not formally serve as the parliamentarian. While it is all well and good to suggest that a society should either elect a chair who is skilled enough to have no need for a parliamentarian and/or to hire a professional, my own experience is that there are many organizations which elect a chairman who does have need of a parliamentarian (due to the chair’s other qualities which are beneficial for the position, since the officer who serves as chairman generally also has other duties) and also do not have the resources to hire a parliamentarian, at least not on a regular basis. Such an organization will need to either have a member serve as a parliamentarian (either officially or in a “de facto” capacity) or else have the Chairman muddle through. In my opinion, the former is preferable. The other alternative, I suppose, is for the society to create a separate office exclusively charged with presiding, but most societies seem to not go with this route.

My understanding is that it was the motion to lay on the table which was out of order (probably because it was used for the purpose of killing a motion), not the motion which was laid on the table. Yes, this is is in order, presuming this is done before the end of the session, or before the end of the next session if it is within a quarterly interval. After that time, the original motion may simply be made anew.

I actually would not find it all that unusual for it to be intended (probably without much thought for the consequences) to require a vote of a majority of the entire membership for all actions. I concede, however, that another possible interpretation of the rule is that it does not prevent the board from adopting greater thresholds in its special rules or in its parliamentary authority. If this is correct, then it would seem the required threshold is “a 2/3 vote or a vote of a majority of the entire membership, whichever is greater.” Which is greater will vary depending on the number of absences and abstentions. I also concur with Zev that this is ultimately a legal question which should be addressed to the city attorney.

The simplest solution would be to scrap this process entirely and hold elections in accordance with RONR.

While it is correct that there are very few motions which take precedence over the motion to Raise a Question of Privilege, if the question is ultimately handled as a motion, that is handled as a main motion, albeit one which interrupts any other pending business. Alternatively, if the chair orders the chair removed on his own initiative, I believe that ruling could still be appealed. So it doesn’t really make it any more immune to delay.

The motion that is read immediately prior to the vote is the definitive version.

It is certainly a question of privilege, since RONR states that “Questions of the privileges of the assembly may relate to its organization or existence; to the comfort of its members with respect to heating, ventilation, lighting, and noise or other disturbance; to the conduct of its officers and employees, or of visitors; to the punishment of its members; or to the accuracy of published reports of its proceedings; etc.” (RONR, 11th ed., pg. 227) As Zev notes, however, the device of raising a question of privilege may or may not enter into it, depending on the current parliamentary situation. I would think that a disorderly guest could also be called to order, which could prompt the chair to take action regarding the guest on his own initiative (subject to appeal).

The question appears to be what vote is required for a motion to rescind in the OP’s organization. Yes, there is no doubt on this point, but the complication appears to be that this is a municipal board, and we are told that the City Code provides “A board action must be adopted by an affirmative vote of the number of members necessary to provide a quorum. For an 11 member board, a board action must be adopted by an affirmative vote of six board members.” There is no doubt that the city code takes precedence over the board’s special rules of order, since the code itself explicitly provides as much. “Boards may adopt special rules of procedure as required. A board's special rules of procedure may not conflict with state or federal law, the board's bylaws, or the City Code.” Therefore, it would seem that the board’s rule is null and void, and that the required vote is “the number of members necessary to provide a quorum.” It is not clear why the rule is worded in this manner, but it appears based on the example that this is equivalent to a requirement of a vote of a majority of the entire membership of the board for all actions of the board (unless, of course, some other provision of the city code provides otherwise).

I can see a reasonable argument for that. We are indeed well outside the bounds of how elections work in RONR, so perhaps the rules for a motion would be more applicable. I disagree. It seems to me that, based upon the facts provided, the bylaws indeed provide that there is a yes/no vote on the slate (except for those positions which have also received nominations by petition). In particular, the following provisions seem to support this position: “To prepare a slate of Officers, Directors and Nominating Committee members to be elected by the membership eligible to vote.” “To transmit the slate to the membership at least thirty (30) calendar days before the date on which the membership will be required to vote on the slate.“ The bylaws specifically say that the membership votes on the slate itself. This is the kicker for me. This rule seems to be created for the reason that, when a yes/no vote is taken on a slate, some alternative procedure is necessary in the event that a position is contested. If the “slate” were indeed a list of nominees, and the assembly were still to follow the procedures in RONR for elections, this rule would seem to be unnecessary. While I grant that it is ultimately up to the organization to interpret its own bylaws, the evidence presented seems to weigh heavily in favor of the interpretation that the organization’s bylaws indeed require the membership to vote yes or no on the slate in its entirety (excepting those positions which have received other nominations by petition).

Based on the additional facts presented, this appears to be the case unless other nominations are received, in which event the contested positions are voted on separately, and the remaining positions on the slate are voted in as a whole. I strongly advise amending the bylaws to change this. In the interim, however, I stand by my original answer that the slate may not be debated unless the rules are suspended to permit it.

I am not familiar with this term in parliamentary law, but it appears that you are saying it means that the motion maker has the right to speak again after all others have spoken, immediately before the vote is taken. It is correct that there is no such right in RONR. The motion maker has a right to speak first, but not last. The only instance in which someone has the right to speak last is in debate on an appeal, in which event the chair speaks first and last. I would note, however, that it is not correct that “a person can only speak once to a motion unless no one else wants to speak to it.” Members may speak twice to a debatable motion. In the event that others who have not yet spoken wish to speak, they have preference in recognition over those who have already spoken once, but ultimately the member has the right to speak a second time. I would review RONR, 11th ed., pgs. 379-380, 387-390, for rules concerning preference in recognition and the number and length of speeches. It is also not entirely correct that there must be an even split of speeches for and against. RONR suggests that the chair should alternate between speeches for and against to the extent possible, but it will not always be an even split.

For starters, it is not proper to vote yes/no on a slate of candidates unless your bylaws so provide. Members are free to vote for any eligible person for the positions up for election, whether or not they have been nominated. As to your original question, RONR provides that nominations are debatable. My understanding from previous threads on this subject is that this means that such debate is only in order when nominations are in order (which raises complications if nominations from the floor are prohibited), but the rules could be suspended to permit debate even although nominations are closed.

I would first note that RONR does not permit a board to take action by email, even with unanimous approval. So I would first check your rules and applicable law to see whether they authorize the board to take action in this manner. If they do not, the board will need to ratify this decision at its next regular meeting, or at a special meeting called for the purpose, and this will be recorded in the minutes of that meeting. If your rules do permit such actions, but provide no guidance on how they are to be recorded, the board will have to decide how to best record these actions.

I believe the OP’s question is what motions require 30 days of advance notice and what motions do not require notice. Based upon other threads, the OP’s society appears to have rules requiring notice for most (or possibly all) main motions to be brought before the convention.

Generally, yes, although I think there is some question as to whether the assembly may use this power to change the membership of a committee of the board - particularly in this case, since I think it could be reasonably argued that the cited bylaws language gives the board exclusive authority in this matter. It would seem to be prudent, however, for the board to follow the membership’s advice in this matter and appoint persons the membership has confidence in, given the membership’s role in appointing the Director.

None. A resolution is just a motion written in a particular format.

RONR does not say this in so many words, but it is indeed the case that the use of a slate is prohibited, not merely discouraged, because each member has the right to vote for the candidate of her choice for each position. (This is not quite the same as voting on each candidate, because elections are not “yes/no” - you have to vote for someone.) A rule in the bylaws would be required to provide for electing officers by a “yes/no” vote on a slate of candidates. See this thread for a number of citations supporting this position.

Who ultimately appointed the members of this committee? You say that the board “nominated” a hiring committee. To nominate is simply to make a suggestion. Did the board proceed to actually appoint the members of the committee, or did the membership make that decision? Additionally, per your bylaws, who ultimately has the authority to hire the new director?

Based on these facts, my interpretation would be that the member should not vote on his own removal, but he ultimately has the right do do so, since nothing in your bylaws appears to strip him of this right. As to whether the board may proceed in the absence of the accused member, it seems clear that the board member has a right to be informed of the hearing and to attend the hearing, but it seems to me that if the accused fails to appear, the hearing may still proceed. It is certainly ultimately up to the organization to interpret its own rules, but unless there is something else in those rules we have not been informed of, the case that the member retains the right to vote seems quite strong. Generally, it is understood that members retain their rights unless it is explicitly stated otherwise. So far as RONR is concerned, all members have a vote. Whether it is a special meeting has nothing to do with it. (There are exceptions relating to the formal disciplinary procedures in RONR, but since you do not use those procedures, I don’t know if that’s relevant.) I concur. I do not think that a general authorization to adopt rules for the hearing is sufficient to adopt a rule stripping a member of his right to vote. In this instance, however, the organization has its own rules pertaining to discipline, and those rules do not appear to provide for a preliminary disciplinary suspension.

How are the directors elected? What is the exact wording the bylaws use to describe the term of office for directors?

The latest I heard is September 2020.

No, because that would be less than 30 days of notice.

That is beyond the scope of this forum. If you are interested, the National Association of Parliamentarians and American Institute of Parliamentarians provide referrals.

This is in the nature of a standing rule, not a rule of order. Standing rules are much easier to adopt - a majority vote is sufficient. This is already permitted under the small board rules in RONR. See RONR, 11th ed., pgs. 487-488. Since you seem to be proposing the adoption of most (perhaps even all) of those rules, it may be simpler to specify that the small board rules shall be used, and then provide any exceptions. This is already required by RONR. With the exception of limiting speeches to three minutes, these are already provided for in the small board rules. All of these are provided for in the small board rules. I would add the words “at other times” after the words “recognized to speak” to clarify that the board’s permission is only required to speak at times other than open forum. This seems redundant with Rule 12. This is already required by RONR. This rule appears to either conflict with Rule 23, or else is meaningless because it is merely a suggestion. This is already provided by RONR. I would advise rewriting this rule to relate solely to the roll call vote aspect and leave the other details of what minutes should contain to RONR. It may be desirable to limit this only to written dissents, in order to reduce the burdens in the Secretary. This seems to be redundant with Rule 19. I would advise providing for a few limited exceptions to this. At a minimum, it would seem prudent to permit the assembly to decide to leave executive session. The list of motions permitted for meetings without a quorum or in committee of the whole could be good starting points for a more thorough list. The phrasing “all motions may be revisited at any time” may be overly broad. I suggest simply following RONR’s rules on this subject. No, this is a terrible idea. The problem is that in restating a rule, you will inevitably miss many of the intricacies of the rules in RONR on the subject, and will eventually lead to a situation where it appears that the rule (despite the intent) actually conflicts with RONR, and this rule would take precedence. Special rules of order should only be adopted when they deviate from the parliamentary authority. I would suggest instead that those who are more knowledgeable on the subject draft a “cheat sheet” as a guide to the rules in RONR, rather than restating the rules from RONR in the special rules of order.

Assuming the bylaws required one month of notice for amendments, failure to provide that notice, in and of itself, is enough to make the amendments null and void. I also concur that improperly declaring members to be inactive, to the extent that such action would affect this matter, would also be grounds to declare the amendments null and void, and in any event is sufficient to make these changes in membership status null and void.