Josh Martin

Yes, the Executive Board is unable to expel the member. If the bylaws are silent on discipline, the power to take such actions rests with the membership of the society, not the Executive Board. See Ch. XX of RONR for more information. Are you saying that in the process of adopting this amendment, the required notice for bylaws amendments was not given? If so, the amendment is null and void. None, but the society itself may take such action (assuming they can get over the intimidation). Just to be clear, however, it is still the general membership which would have to take such action if the bylaws are silent on discipline. (Unless the board elects its own officers.)

What exactly does this mean? Who is “they” referring to in this sentence? Is it referring to the board as a whole, or to the two board members who have the conflict? I assume in the responses below that it refers to the board. If it is the two board members, however, this has no parallel in RONR, so you will need to refer to your own rules and customs to answer these questions. She should relinquish the chair, and if she fails to do so, the rules may be suspended by a 2/3 vote to remove her from the chair. No, unless your rules provide otherwise.

There is no proper procedure for the parliamentarian to speak to or amend a motion. It is not proper for the parliamentarian to do either of these things. “A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion.” (RONR, 11th ed., pg. 467)

Yes, at least so far as RONR is concerned. If the society is to be incorporated, however, it would be prudent to consult a lawyer, as applicable law often does require a board. I am not personally aware of any societies which act without a board at all. As you note, it is the norm today to have a board of some kind (and may be required by law). It is also quite possible, however, to still have a board but to have a more engaged membership. I am not aware, however, of any narratives of how such groups operated and what they achieved.

Based on the additional facts provided, it seems quite clear this is not how it works. It seems to me that since your bylaws provide that the board delegates power to the committees, then if the committees were subsequently dissolved, the powers delegated to the committees return to the board, not to the President.

First, check your bylaws. If they are silent, see Ch. XX of RONR.

If you referring to the subsidiary motion to Amend, the motion may be made again at a subsequent meeting - assuming, of course, that the motion the amendment is applied to is not yet disposed of (such as if it was postponed). If this is instead a motion to amend something previously adopted, the motion may be made again at a subsequent meeting, but any required notice must be given anew.

There is no motion to rescind and strike from the minutes, and a motion adopted by the body cannot be struck from the minutes. The motion to rescind and expunge is not used to remove the motion from the minutes, but to express the assembly’s disapproval. ”On extremely rare occasions when it is desired not only to rescind action but also to express the strongest disapproval, a member may move to Rescind and Expunge from the Minutes (or the Record). Adoption of this motion requires an affirmative vote of a majority of the entire membership, and may be inadvisable unless the support is even greater. Even a unanimous vote at a meeting is insufficient if that vote is not a majority of the entire membership. If such a motion is adopted, the secretary, in the presence of the assembly, draws a single line through or around the offending words in the minutes, and writes across them the words, "Rescinded and Ordered Expunged," with the date and his signature. In the recorded minutes the words that are expunged must not be blotted or cut out so that they cannot be read, since this would make it impossible to verify whether more was expunged than ordered. In any published record of the proceedings, the expunged material is omitted. Rather than expunging, it is usually better to rescind the previous action and then, if advisable, to adopt a resolution condemning the action which has been rescinded.” (RONR, 11th ed., pg. 310) Although not specifically addressed, I suppose it would be in order to expunge an unadapted motion from the minutes for similar reasons, and the same vote would be required to do so. Again, this is not the same thing as striking the motion from the minutes. If the organization is indeed considering striking a main motion that was not withdrawn from the minutes in its entirety, I would also advise consulting a lawyer. The minutes are the official record of the society’s proceedings, and it may be that there are consequences to deliberately falsifying such a record.

You’ll need to change this in order to find any parliamentary resolution to this issue.

There is a thread on the issue of whether a member may vote on a question concerning his own status as a member here. And the issue of “preemptive ratification” is discussed here. If you desire further discussion of this situation, I suggest posting a new thread.

While it is correct that wrongfully depriving member(s) of the right to vote does not affect the validity of any subsequent votes taken unless it can be demonstrated that the number of members improperly excluded could have affected the result, I would never describe this as a “harmless error.” ”Even if the action taken by the assembly in denying Member A the right to vote does not affect the validity of the vote taken (those instances in which his vote could not have changed the outcome of the vote), a point of order concerning the action taken by the assembly in denying him his right to vote may be raised at any time. The member wrongly denied the right to vote is entitled to a ruling to that effect, if only to attempt to ensure such a denial does not happen again. In some circumstances, the ruling may be the basis for some remedial action, such as the commencement of disciplinary proceedings if there is an allegation that others willfully obstructed the member attempting to vote.” (Official Interpretation 2006-6)

Hopefully what is meant is that the assembly granted the motion maker’s request to withdraw the motion. If not, I concur that the assembly could only postpone the motion indefinitely, in which case the motion would be in the minutes.

There is nothing foolish at all about specifying the current edition of RONR as the parliamentary authority. RONR recommends it. Additionally, this concern about the sudden shift to a new edition (which we seem to see a few people express each time a new edition is released) is overblown. The changes between editions are not earth-shattering. Even to the extent that there is such a concern, however, the last edition was released in conjunction with the convention of the National Association of Parliamentarians. The convention (or national training conference, in even years) is generally held in September, by which time the conventions of the major political parties will have concluded. A society is free to establish a rule in its bylaws providing as much if it wishes, but I do not think it is necessary. This vote is not sufficient to change the parliamentary authority. Most organizations adopt a parliamentary authority in their bylaws, in which case the vote to change it is the same as the vote to amend the bylaws. If the bylaws are silent regarding their amendment, or if the organization adopted the parliamentary authority by the same vote as a special rule of order instead of adopting it in their bylaws, the required vote to change it is a 2/3 vote with notice or a vote of a majority of the entire membership. As I understand it, the authors do not view a new edition as a new parliamentary authority.

The board has no authority to do this unless such authority is provided by your bylaws. The membership itself may take such action if it wishes, but it’s a bit of a process. See Ch. XX of RONR for more information.

No, I don’t think so. I think the board can fill a vacancy which arises as the result of an incomplete election, however, this appointment is only effective until the membership can complete the election. See this thread for a further discussion of this topic.

At the next regular meeting, or at a special meeting called for the purpose, make a motion regarding the issue. I would first note that it may well be that the current officers are validly serving. It is not all that unusual for an organization to fail to conduct elections at the appointed time (although failing to correct this problem for three years is rather unusual). In order to avoid the problem of having no officers in such a case, the bylaws often provide that the term of office shall be, for instance, one year or until their successors are elected. In this event, if the organization fails to elect officers at the appointed time, the officers continue serving until the election can be completed. In the event that the officers are not, in fact, validly serving, then the society presently has no officers. It will be necessary to elect a Chairman Pro Tempore and Secretary Pro Tempore at each meeting until officers are elected. There may be other consequences, depending on what duties the bylaws assign to the officers. Most likely not. The fact that the officers were not validly serving, in and of itself, has no effect on the validity of the board’s decisions. The one potential complication is concerning the relationship between the status of these persons as officers and their status as members of the board. If these persons are validly members of the board regardless of their status as officers, there is no problem at all. If they are members of the board only by virtue of their position as officers, and it turns out that they are not validly serving as officers, that may be an issue. Even in that case, however, this would only invalidate those decisions where it can be demonstrated that their votes could have affected the result. For instance, if it is documented that a vote passed by 4-3, but some of those votes were cast by persons who were not actually board members, that vote would be invalid. Any decisions which are invalid for this reason could be ratified by the board.

It should be understood that the purpose of this forum is to discuss matters of parliamentary law, as codified in Robert’s Rules of Order. The Justice Department is likely to instead be concerned with violations of federal, state, or local law, subjects which are beyond the scope of this forum. So the members of this forum are likely not the best people to assist you in writing such a complaint. An attorney would be better.

I concur with my colleagues and would add that, in the event that the position becomes vacant, it will be necessary to elect a Secretary Pro Tempore at each meeting until the position of Recording Secretary is filled, because somebody needs to take minutes.

Yes, this is entirely possible and is the recommended course of action in such circumstances. I believe my colleagues merely wished to clarify that this is not a motion to postpone and refer, because those are two separate motions. It is simply a motion to refer. (Actually, I suppose it is technically a motion to Suspend the Rules, since the motion to refer cannot ordinarily be appplied to 30+ different motions simultaneously.) I concur with my colleagues that it is certainly too late at this time for the initial proposers to withdraw the motions. Indeed, since the motions were actually made by the Recommendations Committee, I don’t believe the initial proposers could have withdrawn them at that time either.

How should such actions be recorded in the minutes? Perhaps “By unanimous consent, the assembly agreed to host a Christmas party on December 21, 2019, from 5 p.m. to 8 p.m.”?

I don’t quite understand what you are suggesting happened here and what exactly the nature of your complaint is. Are you suggesting that... The items in question were approved in executive (closed) session. The items in question were approved outside of a meeting. The items in question were never approved by the board at all. The items in question were approved by the board in open session, but for some reason are not included in the minutes. Without knowing exactly what the issue, it is not possible to say whether the board’s conduct is in conflict with RONR and what recourse you or the membership has.

I do not think that RONR provides an answer one way or the other on how the rules for time limits for the motion to Reconsider apply to action taken outside of a meeting, because RONR prohibts such actions, and therefore provides no rules concerning them. (Indeed, RONR goes so far as to state that in such cases, the group is not a deliberative assembly, and the text itself notes that its rules may not be fully applicable in such situations.) As a consequence, it seems to me that an organization which adopts rules which provide for such actions will have to interpret its own rules on this matter. I do not think it is as simple as saying that the motion to Reconsider is prohibited in such cases unless it is specifically provided for. ”It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law.” (RONR, 11th ed., pg. 98) “A deliberative assembly—the kind of gathering to which parliamentary law is generally understood to apply—has the following distinguishing characteristics: ... • The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants.” (RONR, 11th ed., pg. 1) ”The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above.” (RONR, 11th ed., pg. 2) “A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99).” (RONR, 11th ed., pg. 1, footnote) It seems to me that one of those unprecedented situations is the fact that the terms “meeting” and “session” have little meaningful application in such cases, and this requires some creative interpretation of the many rules in the book which refer to these terms, such as the motion to Reconsider. Certainly one possible interpretation is that the motion to Reconsider is categorically prohibited in such cases, unless specifically provided for by the assembly’s rules, but I do not think this is the only reasonable interpretation. Thankfully, the organization will not have to wrestle with these questions yet, as the motion to Reconsider is also out of order when applied to an affirmative vote which has been partially carried out (with the exception of an affirmative vote to limit or extend debate), and the application of that rule does not seem to be impacted by making decisions outside of a meeting.

I don’t know. RONR has no rules on this matter, since RONR does not permit taking action without a meeting. Yes. No, this is not correct - in fact, that limitation applies to the motion to Reconsider. Rescind or Amend Something Previously Adopted is in order so long as the motion has not been entirely carried out. In all other cases, the unexecuted part of the motion may still be rescinded or amended. Since it is only desired to change the third meeting location, Amend Something Previously Adopted is the proper tool.

“In cases where there seems to be no opposition in routine business or on questions of little importance, time can often be saved by the procedure of unanimous consent, or as it was formerly also called, general consent. Action in this manner is in accord with the principle that rules are designed for the protection of the minority and generally need not be strictly enforced when there is no minority to protect. Under these conditions, the method of unanimous consent can be used either to adopt a motion without the steps of stating the question and putting the motion to a formal vote, or it can be used to take action without even the formality of a motion. To obtain unanimous consent in either case, the chair states that "If there is no objection ... [or, "Without objection ..."]," the action that he mentions will be taken; or he may ask, "Is there any objection to ... ?" He then pauses, and if no member calls out, "I object," the chair announces that, "Since there is no objection ...," the action is decided upon.” (RONR, 11th ed., pg. 54) Such actions should still be recorded in the minutes, so that there is a record of what the board decided. Therefore, in the original question, which involved a decision made by the board at a meeting, the action should be recorded in the minutes. An organization’s rules frequently authorize officers and staff members to take some actions outside of a meeting without seeking the board’s approval. Such actions are not decisions of the board, and are not recorded in the minutes.

Yes, I was questioning the suggestion that the chair can and should automatically call for nominations to fill a vacancy. It seems to me that the procedure the assembly followed was entirely correct.