Josh Martin

Based on these additional facts, I think it will almost certainly be necessary to start over. 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, or by the end of the same meeting if the next meeting is more than a quarterly interval interval away. It is probably dead in any event, since four months is more than a quarterly interval. (I say “probably” since the OP may be rounding up, in which event whether a quarterly interval has intervened is ambiguous.)

Yes, certainly questions are in order, but it must be clear that discussion or debate of a report for information only is not in order. I get the impression that, at present, such discussions are permitted.

The rules of decorum do not include “harmony with the bylaws and objectives of the society.” These rules are discussed in RONR, 11th ed., pgs. 391-394. I completely agree that those rules are in force at all times during a meeting, but none of those rules involve making a suggestion which, if made as a motion, would conflict with the bylaws. If the bylaws had some rules which actually applied to what members say, then those rules would be in force. In short, the rule that a motion cannot conflict with the bylaws is not a rule of debate, so the fact that “all of the rules of debate are in force” doesn’t matter.

Yes, this is correct. It may be that a report will contain recommendations, and a member will then make one or more motions to implement those recommendations, but the report itself is not a motion. No, I do not think it can be ruled out of order on that basis, since merely talking about this presumably does not violate the bylaws. It could, however, be ruled out of order on the basis that no discussion is in order without a motion pending. If and when a motion on this subject is made, you certainly could rule it out of order on the basis that it conflicts with the bylaws - unless, of course, the motion is properly made as an amendment to the bylaws, in accordance with the amendment process in your bylaws. I see no reason why not. Well, so far as RONR is concerned, you should not permit proposals or discussion items. Nothing should be discussed unless and until it is brought forward as a motion. As for a report, you would simply hear the report and move on. So RONR does not really have an answer to your dilemma. It seems to me, however, that the discussion in question is out of order whether or not the proposal conflicts with the bylaws. I also don’t know that this is really very helpful, since members could just say “Yes, I acknowledge that my proposal violates the bylaws, but hypothetically, if we were to amend the bylaws...” It seems to me that the organization should either follow RONR’s rules on this subject and only permit discussion when a motion is pending (unless otherwise ordered by the assembly in a particular case), or in the alternative, adopt its own rules governing how all these “action items” and “proposals” and “discussion items” are handled. As to reports, which are governed by RONR, I disagree with this notion that the presiding officer may rule a report out of order on the grounds that it contains a proposal which conflicts with the bylaws.

I concur with my colleagues, and I can think of two other options: If all members of the committee are in agreement, the items in question may be added to the committee’s report without a meeting. (RONR, 11th ed., pg. 503) If the committee in question is not established by the bylaws, the parent assembly could adopt a rule establishing a lower quorum for the committee. (If it is established by the bylaws, such a rule would need to be in the bylaws.) (RONR, 11th ed., pg. 347)

The wording “statutes of the organization” (and the subject matter of the rule) led me to believe this was a rule of the organization. If “statute” does indeed refer here to applicable law, then I agree that the chair could only rule the motion out of order if the rule was procedural in nature.

Possibly. I suppose it depends on exactly what the motion proposes to do. An incidental motion may, after all, still be incidental even if no motion is pending, in certain circumstances. “As a class, incidental motions deal with questions of procedure arising out of: (1) commonly, another pending motion; but also (2) sometimes, another motion or item of business a) that it is desired to introduce, b) that has been made but has not yet been stated by the chair, or c) that has just been pending.” (RONR, 11th ed., pg. 69) What exactly was the wording used when the motion was made to “table” the report? How much time, and how many meetings, have passed since this occurred?

Yes. The chairperson was mistaken. It is indeed her responsibility to determine if a motion conflicts with the organization’s rules and, if it does, to rule the motion out of order. The chair’s decision in this matter may be appealed, so this is ultimately the responsibility of the membership, but it is still the chair’s responsibility to enforce the organization’s rules. Indeed, it seems that this may be a continuing breach (although we’d need additional facts to say for sure), so it may still be possible to raise a Point of Order and, if necessary, an Appeal regarding this matter. “It is the duty of the presiding officer of an assembly: 4) To state and to put to vote all questions that legitimately come before the assembly as motions or that otherwise arise in the course of proceedings (except questions that relate to the presiding officer himself in the manner noted below), and to announce the result of each vote (4); or, if a motion that is not in order is made, to rule it out of order.” (RONR, 11th ed., pgs. 449-450) “Motions that conflict with the corporate charter, constitution, or bylaws of a society, or with procedural rules prescribed by national, state, or local laws, are out of order, and if any motion of this kind is adopted, it is null and void.” (RONR, 11th ed., pg. 343) Frankly, enforcing the society’s rules is such an important duty of the presiding officer that if the presiding officer is unable or unwilling to perform this duty, you should get a new presiding officer. See FAQ #20.

Yes, but as Mr. Kapur has noted, the purpose of the “three reading” rule most likely is to serve as a previous notice requirement, and such rules have the effect of protecting absentees. This may complicate efforts to suspend the rule. The motion to suspend the rules, in this instance, would be an incidental motion, and thus the motion to Rescind or Amend Something Previously Adopted would not be applicable. I am certainly in agreement that the assembly could change its mind on this, but Rescincd/ASPA would not be the proper tool. I am entirely in agreeement with Mr. Mervosh that, after all readings have been completed, the motion itself may be postponed to the next regular meeting (provided it was within a quarterly interval), and no suspension of the rules would be needed in order to do so. If it was later desired to take up the motion before the time it was postponed to, it may be possible to use the motion to Reconsider. If the time limits for that motion has passed, Suspend the Rules would work. As to postponing the reading, I concur with Mr. Kapur and others that this depends on an interpretation of what the society’s rules on this matter mean. Is there a particular reason why it is desired to postpone the reading, and not to simply postpone the motion itself? Additionally, why the question about “rescinding” the motion to delay? How long is it being proposed to delay the motion? Since there are time limits on how far a motion may be postponed (at most, to the next regular meeting), the issue of taking the motion up earlier than the time it was postponed to does not generally arise.

The votes may still be declared null and void, provided that there is clear and convincing proof that a quorum was not present when the votes were taken. “Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal (24).” (RONR, 11th ed., pg. 349) For future reference, it is generally best to post a new question as a new topic, even if an existing topic appears similar.

Yes, this is exactly right. I have been in this exact situation before. As I recall, I said “Your President has been nominated. Are there any further nominations?”

Okay, but if your organization requires all actions of the Executive Committee to be approved by the general membership, a motion should be made to approve one or more of the actions of the Executive Committee. Approving the minutes simply indicates that the minutes are an accurate record of what happened. Even if the membership is approving the Executive Committee’s actions, the Executive Commitee should still be approving its own minutes.

I don’t believe the words “minimum essential” change the fact that one person may hold multiple offices. As for the debate you recall, see this thread.

It does not seem to me that any rules in the bylaws need to be suspended (which is good, since they generally cannot be suspended). If an assembly fails to complete its elections at the proper time, it can and should complete the elections as soon as possible. It is not necessary to suspend any rules in order to do so. If there is some other portion of the bylaws you are proposing to suspend other than the June 2018 election date, please clarify. The rules cannot be suspended, for instance, to suspend the notice requirement for a special meeting, or the time at which the terms of officers expire.

It sounds like this is a regular meeting (given the reference to “that month’s” agenda). In that case, so far as RONR is concerned, the board member is free to bring a subject up for vote that has not been posted on the agenda in advance. The board may postpone the motion to the next meeting if it wishes, but it is not required to do so. RONR has no requirement that items of business for a regular meeting be included in the notice. It is possible that your rules provide otherwise. It should also be noted that the agenda provided in advance does not actually become the agenda for the meeting until it is adopted by the board at the meeting, unless your rules provide otherwise.

The statement does not belong in the minutes to begin with (the minutes are a record of what was done, not what was said), but if the statement is kept, the minutes should accurately reflect the statement. If the assembly decides to keep the statement but feels that it will lead to confusion, I suppose a marginal notation could be added, but the statement itself should not be changed.

The latter, in my opinion. Yes, that would appear to be the case. I do not find this argument to be persuasive in the face of a bylaw provision which states “unless otherwise specifically provided in these bylaws” (emphasis added). I also think that there is some difference in this regard between rules in applicable law (which are written by someone else) and rules in the organization’s bylaws (which are written by the organization itself). I don’t know that in rules that are written by the organization itself, references to the bylaws are intended to incorporate RONR, since the very purpose of adding rules to the bylaws is often to supersede RONR. In this case in particular, incorporating RONR into the rule would seem to render the rule meaningless, which suggests that is not the correct interpretation. It seems fairly clear to me that a “decision,” in the parliamentary sense, does include all motions, including procedural motions. The discussion of a “decision” in RONR, 11th ed., pgs. 4-5 suggests to me that the term is used quite broadly. It is conceivable that the term “decision” in the context of the organization’s bylaws has a more limited meaning, but that is a question for the organization.

Unless you wish to (for instance) speak in debate during the elections, there is absolutely no reason for you to step down during the election and nomination procedures, and it would be incorrect to do so. As for nominations... ”If there is no nominating committee and nominations are to be from the floor, the chair calls for them by saying, for example, "Nominations are now in order for the office of President." If there is a nominating committee, the chair calls for nominations as shown on pages 435–36. When the presiding officer has called for nominations from the floor, a member rises and makes a nomination as follows: MEMBER: I nominate Mr. A. [Or, in a large assembly, "Mr. President, I nominate Mr. A."] CHAIR: Mr. A is nominated. Are there any further nominations [or "any further nominations for the office of President"]? The chair repeats each nomination in this way until all nominations for the office have been made.” (RONR, 11th ed., pg. 432)

I think it would be desirable to amend the bylaws to use the language on RONR, 11th ed., pg. 580, but in the interim, my view is that the 11th edition is the correct edition to use. In the very first pages of the 11th edition, you will find the following language: ”This Eleventh Edition supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe "Robert's Rules of Order," "Robert's Rules of Order Revised," "Robert's Rules of Order Newly Revised," or "the current edition of" any of these titles, or the like, without specifying a particular edition. If the bylaws specifically identify one of the ten previous editions of the work as parliamentary authority, the bylaws should be amended to prescribe "the current edition of ‘Robert's Rules of Order Newly Revised'" (see p. 588).” Not that I think it matters, but since you note that the bylaws were last revised in 2015, I would add that the 11th edition was published in 2011, and the 10th edition was published in 2010 and contains virtually identical language. I do not think it is necessary or desirable to introduce a resolution stating that the above sections should be interpreted to mean the 11th edition. Either this is already what the sections mean (which is my interpretation), in which event the resolution is redundant, or it is not what these sections mean, in which event the resolution would conflict with the bylaws. In the highly unlikely event that a dispute arises in which a difference between the 11th edition and some other edition would have bearing on a Point of Order or Appeal, then perhaps the issue could be addressed at that time, but I expect that the bylaws will be amended before such a problem arises.

Yes, this is subject to a ruling of the chair and an appeal of that ruling. Yes. RONR is quite clear that, unless the organization’s bylaws provide otherwise, an assembly may elect whoever it wants as officers, whether or not they are members of the assembly. “In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership. In many legislative bodies the presiding officer is not a member of the body. A large society with complex financial affairs may wish to employ a professional as treasurer.” (RONR, 11th ed., pgs. 447-448)

“An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret... A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session.” (RONR, 11th ed., pgs. 95-96) As to the appropriate procedures for disciplinary action, see your bylaws, or see Section 63 of RONR (RONR, 11th ed., pgs. 654-669) if your bylaws are silent. Regarding the chair refusing to allow disciplinary action, I would review the sections on Point of Order and Appeal, and possibly also the section on remedies for abuse of authority by the chair. See RONR, 11th ed., pgs. 247-260, 650-653.

As I understand the facts, the issue has been regarding the election of a new vice chair, not a new chair. I suppose they could move to elect a new chair and move to appeal from the chair’s ruling on that as well, but I don’t find the argument that the rule in RONR is inapplicable simply because the titles are different to be very persuasive.

The former Vice Chair is most likely correct that he is now the Chair. The Vice Chair would automatically become Chair in the event of a vacancy, unless your rules provide otherwise. The board should, however, elect a new Vice Chair as soon as possible. If the Chair continues to rule this motion out of order (by the way, the chairman is required to give a reason for his rulings), a member may Appeal from the decision of the chair. A majority vote is sufficient to overturn the chair’s ruling.

Thank you for this addition. My response above was concerning the separate meetings (or portions of a single meeting) of the county council itself. I quite agree that the meetings of the other bodies (building authority, reinvestment agency, etc.) are separate meetings and sessions and must have separate minutes. These bodies are separate assemblies, notwithstanding that they consist of the same members.

Well, perhaps the organization should threaten to remove this person from his chair position if he doesn’t behave, and then follow through on that threat if necessary.