Josh Martin

We probably should have a standing FAQ entry on this, but no, this not the appropriate place to look for a parliamentarian to hire. Both the National Association of Parliamentarians and the American Institute of Parliamentarians, however, provide referral services.

Parliamentary law is the type of rules which apply to a deliberative assembly, that is, a group which meets and deliberates to decide upon a course of action. The term parliamentary procedure is often used synonymously with parliamentary law, although in RONR it refers to parliamentary law as it is used in a particular assembly, together with the rules and customs of the particular assembly. Robert’s Rules of Order Newly Revised (RONR) is a particular manual on parliamentary law as it is used in ordinary assemblies (that is, assemblies other than state or national legislatures). It is the most widely used manual for this purpose. It is intended to be adopted by organizations as their parliamentary authority, in which event it becomes binding upon the organization, to the extent that it does not conflict with the organization’s other rules or applicable procedural rules in statute. State and national legislative assemblies generally use parliamentary authorities other than RONR. Additionally, some ordinary societies also choose to use authorities other than RONR, such as The Standard Code or Demeter. All of these societies, however, are using parliamentary law (or parliamentary procedure). So a society which uses RONR is also using parliamentary procedure, since RONR is a book about such procedures, but there are societies which use parliamentary procedure, but do not use RONR. If you are interested in a further discussion of this topic, you can see a discussion in RONR, 11th ed., pgs. xxix-xxx.

Jefferson’s Manual is the parliamentary authority for the US House of Representatives. The US Senate has not formally adopted any parliamentary authority, but considers Jefferson’s Manual to be persuasive. Both chambers also have extensive special rules of order and centuries of precedent. In any event, however, the original question was about the proper interpretation of a clause from the United States Constitution, and RONR will certainly be of no assistance in that regard.

No rule in RONR prohibits approving the minutes at the conclusion of the same meeting the minutes are for, but it is often difficult as a practical matter for the Secretary to have the minutes ready for approval at that time. Another option, if the council wishes to distribute the minutes earlier, might be for the council to agree to distribute the draft minutes prior to approval, and clearly mark them as “draft.”

I understood the OP to simply mean that it is customary in her organization (as it is in many organizations) for the Vice President to be elected President, not that there was any automatic succession. If there is an automatic succession provision, that may introduce some ambiguity.

To be clear, you could still be elected to the position, but you would only be able to serve in it for a year. The only way around that would be to amend the bylaws.

Unless your bylaws provide otherwise, the board is free to elect anyone it wishes as an officer, whether or not that person is a member of the board. In this event, if this person is elected, the person will no longer be a member or the board after one year, but will remain an officer for the duration of that term. If your bylaws do specifically provide, however, that only members of the board are eligible to be officers, then if this person is elected, he will no longer be a member of the board or an officer after one year, and it will be necessary to fill the vacancy in the officer position.

I stand corrected on objection to consideration. I still struggle with this idea of applying the rules of debate (beyond the rules of decorum) to a committee report. Generally, the rules of debate are that a member may speak twice per debatable question per day, for up to ten minutes each time. Certainly this rule does not apply, in full, to the report of a committee (unless the report contains recommendations, in which event motions are made to implement those recommendations, which are fully debatable). The suggestion would seem to be that the reporting member (and no one else) may speak in “debate” on the committee report, for either ten or twenty minutes (perhaps with a break after ten minutes in the latter case). This is a substantial deviation from the standard rules of debate, so it would seem that if this was in fact the case, the text would explain this procedure.

No, there is no such rule in Robert’s Rules of Order. So far as RONR is concerned, the board is free to have private discussions whenever it wishes to do so. Since this is a public body, there may be applicable open meeting or “sunshine” laws on this subject, but questions about the specifics of such laws in your state should be directed to an attorney.

At a future meeting, the motion may be ruled null and void. It’s in this edition too. See RONR, 11th ed., pg. 251. No, and in fact, a motion to Rescind/Amend Something Previously Adopted cannot fix this, since an election cannot be rescinded. A Point of Order (followed by an Appeal if necessary) is the only way to fix this. I would also note, however, that since the body has had such trouble filling these positions, it may be desirable to consider amending the bylaws on this matter, so that these persons may then be properly elected to fill the positions.

If the term “organizational meeting” is used here to mean a meeting (or a series of meetings) for the purpose of forming a new society, further meetings are set by means of a motion to Fix the Time to Which to Adjourn, which could specify that the adjourned meeting be held at the call of the chair. The assembly could also adopt a rule authorizing the chair to call meetings. Since there are not yet any bylaws, there are no members, since the bylaws define who the members of the society are, and therefore a member cannot possibly call a meeting. At the meetings themselves, all who attend and support the purpose of the mass meetings are considered to be members. As to the question of how long the organizational meeting may last, it is not clear whether this refers to an individual meeting or the full series of meetings up until a permanent society is established, but there is no upper limit in either event. In the former case, the meeting lasts until the assembly agrees to adjourn. In the latter case, it lasts until the preliminary steps in forming the society, including adopting bylaws, enrolling initial members, and electing initial officers, are completed. If the term “organizational meeting” is used here to mean something else, please clarify. Such a schedule may be found highly persuasive by the assembly, but it is not binding unless the assembly has adopted it. The promoters call the first meeting, but have no authority to call additional meetings. I do not agree that an attempt to interject other meetings is necessarily hostile to the purpose of the meetings. I agree that attempting to change the purpose of the meetings could be viewed as hostile. Since the role of the promoters is limited to the first meeting (after that, the temporary society has a Chairman pro tem, Secretary pro tem, and Bylaws committee to handle things), replacing them at this juncture would seem to require a time machine.

I concur that the rules against the use of indecorous language apply to a committee report, and indeed, I think they apply at all times during a meeting. I am not convinced, however, that Objection to Consideration is the proper motion to prevent the reading of a report, nor that RONR imposes a time limit on reports.

I should first note that I was quoting the author of these rules and not expressing my personal opinion. Additionally, I do not think that the author is saying that the board should consult with its attorney regarding its choice of parliamentary authority, but was merely suggesting that the board consult with its attorney regarding the process of adopting a parliamentary authority, which is a slightly less crazy idea, particularly in HOAs, which tend to be subject to numerous applicable laws.

I am not at all persuaded that a committee report is a “question” in the parliamentary sense. Based on the discussion of the process for consideration of a motion, which extensively discusses the consideration of the “question” stated by the chair, it seems clear that is the sort of “question” referred to here. I agree that the assembly may adopt a special rule on this subject if it wishes.

Well, it will almost certainly require an amendment to your bylaws. Your bylaws may currently provide that RONR is your parliamentary authority, and even if they do not, you say that state law provides that RONR is the parliamentary authority unless otherwise provided in the bylaws. In addition, even the rules this member proposes to adopt notes “In many cases, it may be necessary for the Association to amend its bylaws to specifically adopt these rules. Again, the board simply must consult with its attorney regarding these issues.” (Although the author appears to argue with himself on this point, as he later claims that these rules may be adopted by a simple board resolution and need only be adopted in the bylaws if the association deems it necessary.) I am not familiar with the provisions in your bylaws concerning their amendment, so I do not know whether it is correct that this “would require a two-thirds vote of the entire membership of our 26 units (18 out of 26, correct?),” although I can confirm that your math is correct. I’ve seen a number of “alternatives” to RONR, but this particular one is new. These rules have a number of problems. I started a more comprehensive list, but it got too long, so I’ve boiled it down to two general problems. The rules grant too much power to the chair and to the majority. Virtually all decisions (if not made by unanimous consent) are made by majority vote or by the chair, subject to appeal by majority vote. This grants virtually unfettered power to a majority (or even a tie vote, if the chair is on your side) to do virtually anything, up to and including immediately ending debate or suspending the rules (with no limits on what rules may be suspended). There are almost no protections for the rights of the minority or of individual members. The rules provide insufficient information for the topics they cover and do not cover other topics at all. The rules state, for instance, that any motion may be reconsidered at any time, without any further explanation. I concur with my colleagues that continuing to use RONR, with the assistance of RONR In Brief, would be the preferred course of action. Even in the event that the organization ultimately chooses not to use RONR, there are still options that are far better than these proposed rules.

Does RONR limit the time for making a committee report? I am not aware of such a limit.

The correct procedure in this instance is to hold another round of voting. “For example, although RONR says that “for” or “against” ballots should not be used in an election, RONR (10th ed.), p. 399, l. 34-35; p. 416, l. 11-14, it sometimes happens. When voters are led to understand that they can vote against candidates in this fashion, their doing so must obviously be credited.” (Official Interpretation 2006-5) As a consequence of crediting these votes, no candidate received a majority, and therefore another vote must be taken, Additionally, I concur with my colleagues that you should double-check what the bylaws say concerning write-in votes

“A Request for Information (also called a Point of Information) is a request directed to the chair, or through the chair to another officer or member, for information relevant to the business at hand but not related to parliamentary procedure.” (RONR, 11th ed., pg. 294) “With respect to the requests and inquiries growing out of the business of the assembly that are listed above, the following rules apply: 1. All take precedence over any motion with whose purpose they are connected, and can also be made at any time when no question is pending.” (RONR, 11th ed., pg. 292) Although I have not found an explicit statement on this subject, it is my understanding from reading the pages pertaining to the order of business and orders of the day that a committee report, even if for information only, is an order of the day and item of business and is therefore the “business at hand.” Therefore, it seems clear to me that such questions are in order at that time. If the assembly itself wishes to decide that all such questions shall wait until Good of the Order, either by adopting a special rule of order or a rule of order for a particular session, it is free to do so, but the Chairman acting alone does not have the power to make such a decision.

This practice woefully misunderstands the purpose of approving the minutes. Even if your bylaws require the membership to approve all actions of the board (which would be rather unusual), one or more motions should be made to approve the actions of the board, not to approve the minutes. The board should approve its own minutes. Approval of the minutes is used to indicate that the minutes are an accurate record of what happened during the meeting, not to indicate approval of the actions taken at the meeting. The board is presumably in the best position to know whether the record of its own meetings is accurate, and therefore the board should approve its own minutes.

No. Your organization will have to interpret the conflict in its bylaws. My recommendation would be to amend the bylaws to remove the IPP position, which would solve this problem and likely prevent others which may arise in the future. It is generally understood that vacancies will be filled promptly, but I do not think there is anything which would actually prohibit the board from repeatedly postponing filling these vacancies until these individuals are eligible. Since your bylaws provide that the board fills vacancies, however, that is up to the board, not the President, to decide. RONR has no rules which address these issues.

I concur that custom dictates that the oath be administered, and I can see a case for the taking of the oath being a question of privilege, since it relates “to the conduct of its [the assembly’s] officers and employees,” but I would not rule that the taking of the oath “is of sufficient urgency to warrant interruption of the existing parliamentary situation.” (RONR, 11th ed., pg. 228) If the assembly insists on administering the oath immediately, the assembly could vote to lay the pending business on the table, or to take a recess. The key parliamentary point is that the failure to take an oath (even one prescribed by rule, let alone by custom) does not affect the time at which the officers take office and begin to perform their duties, unless the bylaws so provide. “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)

A.) Yes. B.) There is no need for an executive session to be on the agenda at all, but if it is included on the agenda, the agenda could simply say “Executive Session.” The minutes would note the time at which the assembly entered and exited executive session. If the board, by rule or custom, generally makes its minutes available to those who are not members of the board, the minutes of the executive session itself should be kept separately, and would include the maker of the motion, the exact wording of the motion, the disposition of the motion (such as whether it was adopted or lost, if a final vote on it was taken), and the vote count, if the vote was counted. C.) No, it requires a majority vote or unanimous consent.

The “until their successors are elected or appointed” clause would suggest as much, but the fact that you said “The appointee also would not qualify under these provisions.” raises some complications.

This question does not appear to relate to parliamentary procedure, so this forum cannot provide any assistance. Yes, the organization must immediately act to comply with its governing documents and state law, notwithstanding the erroneous customs to the contrary. If the bylaws provide that an officer of the board may be removed with or without cause by the board, that is the procedure to follow. This question does not appear to relate to parliamentary procedure, so this forum cannot provide any assistance. According to RONR, amendments to rules are effective immediately unless otherwise stated. Given the nature of these rules and of this organization, however, it seems highly likely there are applicable legal provisions, so it would be prudent to consult an attorney.

The position will remain vacant until an eligible person is found or until the bylaws are amended to change the requirements for eligiblity.