Josh Martin

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The meaning of the phrase “majority of the board” is ambiguous. If we “just stick with the RONR interpretation,” a majority vote is based on the number of members present and voting. It would certainly not be 14 of 26. It might be 12 out of 23, assuming all 23 members vote in the election. It is appropriate to use it when the organization wishes to use such a threshold. Organizations which permit proxies frequently provide in their bylaws that members may be “present” in person or by proxy. Well, assuming those eight unit owners do not own multiple units and do not carry proxies, that would appear to be the case.

No. Yes, this is acceptable, provided that the board has the power to set its own quorum requirement (such as by amending the bylaws). “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” (RONR, 11th ed., pgs. 263-264) ”An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present.” (RONR, 11th ed., pg. 264, footnote) See also this thread for further discussion of this issue.

If, as you say, “the executive cabinet is required to give officer reports during an allotted time that is set on the agenda,” it would seem to me than officer may not make his report at a different time, except with the assembly’s consent. I’m assuming this is just a student senate or faculty senate or something. If this is an actual chamber of a legislature, then I doubt this forum will be of much assistance.

Not necessarily at a previous meeting. The assembly may vote to make an item a general order for later in the same meeting. I don’t see a problem. Where in RONR is this found?

There may well be legal issues involved here, but that is a question for an attorney. Nothing in RONR requires or prohibits listing this information.

Any of these is fine. The Vice President does count towards the quorum, unless your rules provide otherwise. The rule you cite from pg. 483 doesn’t apply to the VP, because the VP isn’t part of the latter class of ex-officio members discussed on that page. “In the executive board of a society, if the ex-officio member of the board is under the authority of the society (that is, if he is a member, an employee, or an elected or appointed officer of the society), there is no distinction between him and the other board members. If the ex-officio member is not under the authority of the society, he has all the privileges of board membership, including the right to make motions and to vote, but none of the obligations—just as in a case, for example, where the governor of a state is ex officio a trustee of a private academy.” (RONR, 11th ed., pg. 483) The “latter class” refers to the members described in the second sentence - those who are not under the authority of the society. The VP quite clearly falls into the former class - those who are “under the authority of the society (that is, if he is a member, an employee, or an elected or appointed officer of the society).” As the text notes, in these instances, there is no distinction between the ex-officious member and other members. In the case of committees, RONR also provides that “When the bylaws provide that the president shall be ex officio a member of all committees (or of all committees with the stated exception of those from which the president is best excluded; see pp. 579–80), the president is an ex-officio member who has the right, but not the obligation, to participate in the proceedings of the committees, and he is not counted in determining the number required for a quorum or whether a quorum is present at a meeting.” (RONR, 11th ed., pg. 497) There is, however, no such rule for the Vice President. If it wishes, the organization is free to adopt a comparable rule for the Vice President.

The entirety of Robert’s Rules of Order is concerned with meeting procedures. So no, I do not think it is reasonable to conclude, based upon the facts provided, that entire portions of RONR are inapplicable. Additionally, if the text you are looking at is divided into “articles,” that is a very outdated edition. It is conceivable, however, that there are portions of RONR which will not be utilized in your organization. You may not need to read the sections on mass meetings and conventions, for instance.

Yes, it helps tremendously. “A member has a right to change his vote up to the time the result is announced; after that, he can make the change only by the unanimous consent of the assembly requested and granted, without debate, immediately following the chair's announcement of the result of the vote (see below).” (RONR, 11th ed., pg. 408) Since the final result of the standing vote had not yet been announced (as the chair was still contemplating how to cast his vote), members were free to cast or change their votes without seeking the assembly’s permission. So there was no error in this regard. If this is in fact the case, this was an error (although it is too late to correct it now), since the motion to adjourn cannot interrupt the taking of a vote. I’m not certain that the fact that “it was generally understood that the motion had passed” is sufficient.

Since you say your church’s rules require motions to be posted one week before the business meeting, I don’t think you could have accomplished this objective without providing notice of your motion in advance.

The assembly itself may delay the meeting, whether by a few hours or by an entire day or more, by means of a motion to Fix the Time to Which to Adjourn. (In the same way, I suppose the assembly itself may “cancel” a meeting by immediately adopting a motion to adjourn.) A meeting may not be canceled or delayed in advance of the meeting, however, unless the organization’s rules provide a method to do do.

In either event, neither seems related to maintenance work.

I think the chair ruled correctly. The motion which notice was provided for was related to maintenance work. A motion relating to retirements would not be germane.

Let’s not. The resignations have only been accepted if they have been accepted. Yes, but that is if the resignations have been accepted. It seems that they have not yet been accepted, in which event the board has five board members, but three are not showing up to meetings. The remaining board members may need to beg/bribe one of the board members to show up for one more meeting, for the purpose of accepting the resignations.

It seems to me that the proper interpretation of a bylaw which provides “that no other nominations may be accepted (except those that have been put forward by the Nominating Committee, which includes an interview).“ may well be that the rule prevents write-ins as well, although of course this will require a full review of the exact wording of the rule and any other relevant rules on this subject, and is ultimately a determination that only the assembly may make.

As Mr. Katz notes, wording the specific types of motions which will be voted on by roll call tends be to be tricky. It generally involves either classifying motions by their parliamentary nature (such as main motions) and/or or by their subject matter (such as expenditures in excess of a certain dollar amount), or something completely open to interpretation like “substantive motions.” Other organizations avoid this problem entirely and provide that, for instance, a vote of 1/5 of the members present, or a single member, or two members, or whatever, may demand a roll call vote. I prefer the alternative which requires a certain proportion or number of members, but if they go the parliamentary route, I would recommend “Original main motions, and motions to bring a question again before the assembly which relate to original main motions or to rules of the society.”

First, do your bylaws have their own rules concerning discipline? If so, what do your bylaws say regarding this matter? Additionally, do your bylaws contain any rules regarding the use of mail vs. email? What RONR says regarding the sending of notice generally is: “When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice.” (RONR, 11th ed, pg. 89) Regarding notice of a trial, however, RONR provides: “If the society adopts resolutions ordering trial before the assembly or a committee, the secretary immediately sends to the accused, by a method providing confirmation of delivery to his address (such as registered mail with delivery confirmation), a letter notifying him of the date, hour, and place of the trial, containing an exact copy of the charge(s) and specifications with the date of their adoption, and directing him to appear as cited—even if the accused officer or member was present when the resolutions were adopted... It is the duty of the secretary to have at hand at the trial a photocopy, printout, or other direct reproduction of the letter of notification with the delivery confirmation attached, as proof that it was delivered to the accused's address. ” (RONR, 11th ed., pg. 663) RONR has no rules regarding informing the accused of the determination of guilt and the penalty following the trial, since the accused is presumed to be present for the trial (although he is required to leave the room after the closing arguments), and is therefore called back into the room and informed of the result in person. “After voting is completed, the accused is called back into the hall and advised of the result.” (RONR, 11th ed., pg. 668) While RONR mentions that the trial proceeds without the accused if he fails to appear, the text does not specify the manner in which the accused is informed of the result in those circumstances. So I don’t think RONR has a direct answer to the question presented, although the rules cited above may be of assistance. Additionally, if the disciplinary procedures were conducted according to RONR (as opposed to a customized disciplinary procedure in the society’s bylaws), the facts presented call into question what notice has been provided to the accused prior to the suspension, and whether that notice is sufficient.

I concur with Mr. Mervosh concerning the impropriety of a “yes/no” note in an election. Instead, members should vote for the candidate of their choice, either by placing a mark by the appropriate name or by writing a name. If another name is written in, it is counted as a vote for that candidate. They do, unless the organization’s rules provide otherwise, as the OP states is the case here.

I concur and would add that, even in the rare event that disorderly words are recorded as the result of the chair “naming” a member as a part of disciplinary procedures, the information the OP has mentioned would still not belong in the minutes. RONR notes that the words used are recorded, but says nothing about the member’s tone, let alone the perceived mental states or comings and goings of other members. “In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done.” (RONR, 11th ed., pg. 468, emphasis in original) “In cases of obstinate or grave breach of order by a member, the chair can, after repeated warnings, "name" the offender, which amounts to preferring charges and should be resorted to only in extreme circumstances. Before taking such action, when it begins to appear that it may become necessary, the chair should direct the secretary to take down objectionable or disorderly words used by the member. This direction by the chair, and the words taken down pursuant to it, are entered in the minutes only if the chair finds it necessary to name the offender.” (RONR, 11th ed., pg. 646)

Yes, that is what I am saying. What Chapter XX addresses is RONR’s procedure for removing board members. I think the latter is clearly correct. Rules in the bylaws may not conflict with rules in the constitution. In my view, a rule pertaining to removal of a position must be in the same level of rules which provides for election of the position. I find this particularly persuasive in this instance, since the rules are adopted by different bodies. It strains belief to suggest that the board may grant itself the power to remove members elected by the membership. There will not be a specific statement on the constitution and bylaws issue, as this partly involves interpreting your rules. I suggest reviewing RONR, 11th ed, pgs. 588-591, pgs. 482-483, pg. 486, pgs. 12-15. These discuss principles of interpretation for rules, the authority of boards, and the nature of constitutions and bylaws. I think the board is actually hanging its hat on hat on the previous sentence. “If there is an article on discipline in the bylaws (p. 583, ll. 6–11), it may specify a number of offenses outside meetings for which these penalties can be imposed on a member of the organization.” (RONR, 11th ed., pgs. 643-644, emphasis added) So the board is reading this as saying that a bylaws amendment is sufficient. Presumably, the board never read this: “In general, the constitution or the bylaws—or both—of a society are the documents that contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. In the ordinary case, it is now the recommended practice that all of a society's rules of this kind be combined into a single instrument, usually called the "bylaws," although in some societies called the "constitution"—or the "constitution and bylaws," even when it is only one document. The term bylaws, as used in this book, refers to this single, combination-type instrument—by whatever name the particular organization may describe it” (RONR 11th ed., pg. 12) “In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws.” (RONR, 11th ed., pg. 14) Based on this, I think it is still clear that the language in question does not support the board’s decision. RONR clarifies that when it says “bylaws” this actually means “constitution, bylaws, or both” (or perhaps still other names). Therefore, the language in question is not taking a position on whether, in an organization which has a constitution and bylaws, this rule may be adopted in the bylaws. RONR recommends that these should be a single document, but also clarifies that if an organization has both, the constitution takes precedence.

It can be done at any time the assembly wishes. If no motion is pending, a majority vote is sufficient. If a motion is pending, it would require a motion to suspend the rules, which requires a 2/3 vote. Well, yes, but it is not necessary to suspend the order of business to accomplish this objective, as the assembly may permit non-members to speak during an existing heading in the order of business.

I concur that what the constitution says about removing members of one board has nothing to do with how members of some other board may be removed. It seems to me, however, that if the election of certain board members is specified in the constitution, any rules the society wishes to adopt concerning the removal of those board members must also be in the constitution. So I do not think it is in order to amend the bylaws to provide a process for removal. As to whether RONR applies to removing these board members unless and until such rules are adopted in the Constitution, it would seem to me that it does. RONR notes that it may be adopted as a parliamentary authority by the same vote as by a special rule of order (which is a lower level than the bylaws), and there is no suggestion in the text that adopting it in this manner changes the application of the rules therein. Since RONR only permits the electing body to remove board members, however, and it seems that this body meets very infrequently, there may be no practical difference between this and the interpretation that the members cannot be removed at all, except through elections (which, as you correctly note, is not really removal).

Based on all of these facts, I would conclude that, even if the board is correct that the board member is ineligible (which appears to be disputed), the board does not have the authority to remove this person. Only the membership has this authority. Additionally, you say that the board is not granted any other power to remove board members. “Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute.” (RONR, 11th ed., pg. 446) Therefore, at the next regular meeting of the membership, or at a special meeting called for the purpose, a member should raise a Point of Order, followed by an Appeal if necessary (which places the question in the hands of the membership), that the board’s action to remove this person, and the subsequent election for his replacement, are null and void on the grounds that the board lacks these powers and that their actions conflict with the membership’s election of this person. After that is settled, the membership itself may determine the issue of the member’s eligibility for service on the board, if it wishes to do so, through a Point of Order, followed by an Appeal if necessary. In this regard, I concur with you that the issue of the oath of office is entirely irrelevant to this question. “An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office.” (RONR, 11th ed., pg. 444) The next question to look at, then, is when exactly do to the board members take office, according to your bylaws. It seems to me that this fact, along with a careful reading of the rules pertaining to good standing and eligibility for office, will be key in interpreting this question.

Yes, but that’s a terrible idea because it would take forever. Do you really want a roll call vote on a motion to recess for five minutes, for instance? The solution to this is generally to either require roll call votes only on certain types of motions or to provide for a certain number or proportion of members that may demand a roll call vote. Yes. Well, the majority of the entire membership refers to the membership of the body that is meeting. So for a board, it’s a majority of the board members. Unless you have a very large board, that shouldn’t be too difficult. I would note, however, that a subordinate board does not have the authority to adopt special rules of order which conflict with any rules of the society (including RONR, if that is your parliamentary authority) unless authorized to do so by the bylaws or by the membership, so double check your bylaws. “The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above... A board that is not a part of a society can adopt its own rules, provided that they do not conflict with anything in the legal instrument under which the board is constituted.” (RONR 11th ed., pg. 486) “I move to adopt the following as special rules of order: ...” Well, we discussed the roll call example, and the time to speak in debate. If the board wishes to permit members of the association to participate in board meetings in some manner, it would be advisable to adopt rules on that subject. Depending on the specifics, those may be special rules of order or standing rules. Some assemblies adopt rules requiring previous notice for broader categories of motions than RONR does, possibly with the ability to still adopt a motion without notice by a larger vote, such as 2/3. Some assemblies also require a higher vote threshold for certain motions regardless of notice. Yes, and this is an interesting example. The board may adopt such a rule in any event, since the rule on this subject specifically provides that it applies only if there is no special rule providing otherwise. “In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly.” (RONR, 11th ed., pg. 387)

I have no objection to the suggestion that the assembly should grant the promoters some latitude in this regard, in consideration of the time and money they have invested, but it must be understood that, ultimately, it is the assembly which decides upon the schedule of meetings. “Introduction and adoption of a motion to fix the date, hour, and place of the next meeting (22), at which the report of the bylaws committee will be presented. If it is impractical to set a time and place for the next meeting, the motion can be that "when the meeting adjourns, it adjourn to meet at the call of the chair." (RONR, 11th ed., pg. 555) I also have no objection to the suggestion that raising opposition to the proposed schedule (without at least having a good reason) is “not very helpful,” although I think it is indeed helpful to remind the assembly that the authority to call additional meetings belongs to the assembly, not the promoters. What I primarily took issue with was the suggestion that “Any attempt to interject other meetings... should be looked upon as grave, and such individuals should be considered as hostile after being warned and be subject to disciplinary measures if they persist.” This appears to be a reference to the rule that “Any person at a mass meeting who, after being advised, persists in an obvious attempt to divert the meeting to a different purpose from that for which it was called, or who otherwise tries to disrupt the proceedings, becomes subject to the disciplinary procedures described in 61.” (RONR, 11th ed., pg. 546) I am unpersuaded that moving to create a meeting other than that suggested by the promoters, in and of itself, should be viewed as an attempt “to disrupt the proceedings” in the meaning of that rule. Presumably, the member simply feels that a different schedule would be more helpful in accomplishing the assembly’s goal of establishing a society.