Josh Martin

Correct. Since your bylaws do not include a provision that officers shall serve until their successors are elected, but instead provide only for a fixed term of two years, the Chair is no longer in office if his term expired in April. The Secretary would call meetings to order and preside over an election for a Chairman Pro Tempore at each meeting. No one would assume any authority the Chair had outside of presiding at meetings (if your rules grant any such authority). This does not appear to be applicable as the Chair is no longer in office. I don’t know. What exactly do your guidelines say on this subject? (Of course, if his term has expired he probably can’t call meetings anyway.) The sort of rules contained within these guidelines (such as the officers of the organization) certainly seems to suggest that they are in the nature of bylaws, and I think that is more important than the name of the 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—which: 1) should have essentially the same form and content whether or not the society is incorporated (except for the omission or inclusion of articles on the name and object as noted below); 2) defines the primary characteristics of the organization—in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one; 3) prescribes how the society functions; and 4) includes all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified conditions, or clauses in the nature of rules of order as described on p. 17, ll. 22–25; see also pp. 263–65, 580–82).” (RONR, 11th ed., pgs. 12-13) Yes, but usually those organizations already have governing documents, and “guidelines” usually do not contain such items as defining the society’s officers and board. You think there is another reasonable interpretation of the rule “Serving on the Stonecrest Steering Committee is a two-year commitment” other than providing for a two-year term?

Well, for starters, I would note that in this situation, the Secretary only presides long enough for the assembly to elect a Chairman Pro Tempore - which could be, but need not be, the Secretary. When the President arrives, he would take the chair... although if the President is agreeable to the Chairman Pro Tempore continuing to preside, the assembly may approve this by unanimous consent or a majority vote. I also concur with Mr. Brown and Mr. Kapur that, because the President is agreeing to this arrangement, only a majority vote will be required even if the President is present at the start of the meeting. (The Vice President must also agree, but it is not clear whether this organization has a Vice President.) It is only when the President and/or Vice President are unwilling to step aside that a suspension of the rules is required. I would also note that none of this is to suggest that the assembly may force the President to preside against his will. If the President refuses to preside and the assembly does not consent to his choice of replacement, then the assembly would elect its own Chairman Pro Tempore.

Standing rules would be created or adopted by the membership. Adopting a standing rule is the same as adopting any other motion - there are no special requirements. Standing rules relate to non-parliamentary matters and may not conflict with any higher-level rules, such as the bylaws. Depending on the authority granted to your board in your bylaws, it is possible that your board may also adopt standing rules. The President, however, does not have that authority unless your bylaws so provide (and it would be unusual for the bylaws to grant a single person the authority to adopt rules). Yes, and has been noted for the reasons above, the President may not do this. If the membership of the Executive Committee is defined in your bylaws, additional positions may only be added to it by amending the bylaws (and actually, maybe not even then - see below). I am recalling now from previous threads (like this one) that the state and national level PTAs tend to exert some pretty draconian controls over the rules that their constituent units may adopt, so you might also want to see what their rules say on this subject (the President’s proposals may well conflict with those rules as well). You could also consult with them - they might be interested in the President’s shenanigans.

The short answer is “no.” Generally, the convention is the highest authority in an organization. When a subordinate body is granted the authority to take action between meetings of the convention, however, the convention may not simply not adopt a conflicting motion. The convention could instead adopt a motion to Amend Something Previously Adopted in order to amend the motion adopted by the Executive Committee. This requires a majority vote with previous notice, a 2/3 vote, or a vote of a majority of the entire membership. Since the motion was adopted by a 2/3 vote, however, that “heals” this breach, if there is evidence of the 2/3 vote. You also say, however, that “The bylaws of the organization state that the Executive Committee is the highest governing body.” It seems the organization will need to carefully review the exact wording in the bylaws on this subject to determine whether it is, in fact, correct that the convention may amend a motion adopted by the Executive Committee. For future reference, the motion should be to adopt the recommendations within the report, not the report itself. It appears, however, that the intent was clear. This was improper. The motion to set aside the orders of the day was not in order at that time, since (as I understand the facts) the time for adjournment had not yet been reached and was, therefore, not the “order of the day” presently before the convention. The appropriate motion would have been to move to amend the agenda. The chair should not simply ignore a motion, however, even if it is not in order. Instead, he should have ruled the motion out of order, explained his reasoning, and suggested the proper method to achieve the member’s objective. Both of these motions are in the nature of motions to Suspend the Rules, as they were essentially motions to Refer a number of motions to the Executive Committee. Since the motion to Refer may normally only be applied to a single motion, Suspend the Rules is necessary. Suspend the Rules may not be amended, and only one motion to Suspend the Rules may be pending at a time. Therefore, the chair should have ruled the second motion out of order and suggested that the member make the motion again after the first motion was disposed of. The motion was out of order at this time as a motion to Suspend the Rules was already pending, but a member certainly could have stated that, if this motion were defeated, he would move to set aside the orders of the day. The chair was incorrect that such a motion was out of order at any time on the basis that the Officers has a Council meeting to attend. The Convention could have proceeded in the officers’ absence if it wished to do so. Additionally, it was even more improper not to permit an Appeal. An Appeal is in order unless a rule is so clear that there cannot possibly be two reasonable opinions on the subject. For future reference, see RONR, 11th ed., pgs. 650-653 for information regarding “Remedies for Abuse of Authority by the Chair in a Meeting.” The one caveat to this is your original statement that “The bylaws of the organization state that the Executive Committee is the highest governing body.” If this in fact correct, then the Executive Committee may well have the authority to give instructions to the Convention to adjourn at a particular time, in which event the Convention could not set aside the orders of the day. As above, a careful review of your bylaws will be necessary. As above, both of these actions were improper, unless your bylaws suggest otherwise. No, unless your bylaws provide otherwise. Yes. There is a subsidiary motion called Commit (or Refer) which is used for exactly that purpose. While RONR provides that the convention is the highest body in the organization and may conduct such business as it pleases, it is not unusual for an organization’s bylaws to provide otherwise, and for the convention to conduct very little business, leaving nearly all decisions to the organization’s board. (Alternately, some conventions which do have power nonetheless decide not to exercise it, and they once again conduct very little business and leave nearly all decisions to the organization’s board.) Ultimately, a thorough review of your bylaws will be necessary.

If it was acknowledged at the time that a quorum may not be present, the chair should have taken a count to ensure that a quorum was, in fact, present. Since this was not done, however, the burden of proof now lies with those who claim that a quorum was not present. A member who believes that a quorum was not present may raise a Point of Order to that effect, along with the clear and convincing proof that he has of this fact. The chair will rule on this point, and the chair’s ruling may be appealed from, placing the decision in the hands of the assembly. (The chair could also make a ruling on his own initiative, without waiting for a member to raise a Point of Order.) If and when a determination is made that a quorum was not present and, as a result, the motion is null and void, it would then be in order to make a motion to Ratify, or simply to make the motion anew. Neither of those things are in order at this time. I disagree that the chair acknowledging that a quorum may not be present is effectively the same as a ruling that a quorum was not present. The chair’s prior statement in this regard, however, could certainly be used as a piece of evidence in making a ruling now that a quorum was not present at the time.

What about a Point of Order that no quorum was present? I’m not sure what you mean. Are you referring to the fact that no Point of Order has yet been raised? RONR clearly provides that a Point of Order may be raised on this subject at a later meeting if there is clear and convincing proof that a quorum was not present at the time of the vote.

I quite agree that no Point of Order is necessary in the case that an action was taken at a meeting which already accepted that a quorum was not present. If a quorum was believed to have been present at the time, however, I maintain that the action is presumed to be valid until the assembly determines otherwise, and that “The chair, just by permitting a motion to ratify to come before the assembly” is not an appropriate method of making this determination. Such a determination certainly could be made by the presiding officer. A member could raise a Point of Order and the chair would rule on that point. If this ruling is not appealed, that would settle the matter.

A member has a right to inspect the minutes of assemblies that they are a member of, at a reasonable time and place. So this person may certainly inspect the club minutes. Unless this person is a board member, however, the member does not have a right to inspect the board minutes. The board may grant permission to do so if it wishes, or the club may order that the member be permitted to inspect the minutes by a majority vote with previous notice, a 2/3 vote, or a vote of a majority of the entire membership. The member does not, however, have a right to take the original folder or to make copies of the minutes, although the club (or board, depending on which minutes she wishes to copy) may grant the member permission to do so if it wishes. Finally, it is possible that your organization’s rules or applicable law provide members with greater rights in this regard, so that is something to look into. I would note the fact that minutes are of an executive session does not change RONR’s rules on this matter, although it certainly may be a factor to consider when determining whether to grant a request to view the minutes, if this person does not have a right to view some of the minutes in question.

What the chair should rule, however, is that the motion to Ratify is not in order because the assembly has not made a determination that the motion was invalid, and therefore, there is no need for a motion to Ratify. The motion to Ratify is out of order at this time whether or not a quorum was present. The chair should inform the assembly that, if there is reason to believe that a quorum was not present and a member can present clear and convincing proof of this, the appropriate course of action is to raise a Point of Order to that effect. If it is ultimately determined that a quorum was not present at the time the motion was adopted, a motion to Ratify would then be appropriate. In my opinion, a motion to Ratify is out of order when applied to an action which, at present, is entirely valid. It seems similar to a motion to “reaffirm,” which is not in order. Additionally, while your argument focuses on the idea that this “saves time” if the motion to Ratify is adopted, what happens if the motion to Ratify is defeated? This seems to create ambiguity regarding the status of the underlying action.

The call (or notice) of a meeting includes, at a minimum, time and place. In the case of a special meeting, the notice must also include the matters to be discussed. There are also some motions which require notice even for a regular meeting, or for which notice lowers the threshold required for adoption. Those items may be included in the call or may be announced orally at the previous regular meeting, if there is less than a quarterly interval between the meetings. An agenda includes the general headings of business and also may include particular items of business, placing these items in a particular order and (if desired) the particular times at which some or all of those items are to be considered. While a draft agenda may be distributed ahead of time, the agenda is not binding until it is adopted at the meeting. Additionally, RONR suggests that an assembly which has regular meetings more often than quarterly has no need for an agenda, and that the assembly should instead simply use the standard order of business in RONR or a special order of business suited to the needs of the organization. Special meetings also frequently have no need for an agenda, as the meeting is limited to conducting the business in the call, which often only includes a single item, making the question of what order to consider the items in moot. It is conceivable, however, that a special meeting could be called for a number of items, in which event an agenda may be desirable.

“The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll.11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.” (RONR, 11th ed., pg. 467) It is of course correct that the assembly cannot force a board member to remain seated. It is ordinarily a formality, however, an assembly might reject a resignation in order to pursue disciplinary action instead.

He can, but he should not. In fact, it would be preferable if another member of the committee would give the report. The parliamentarian has a duty to maintain the appearance of impartiality. It is also somewhat debatable whether this would properly fall within the charge of the bylaws committee, but that is a matter for your society to determine, and will require a review of your society’s rules pertaining to the bylaws committee. Yes, but they should not do so, since they have a personal interest not in common with other members. Ultimately, however, they have a right to vote. Yes, but they should not do so, since the chair should not preside over a motion to censure which involves him. If they are unwilling to step aside, the assembly may suspend the rules by a 2/3 vote to remove the regular presiding officer and select a presiding officer of the assembly’s choice.

If this is a convention of delegates, the best time would still be during consideration of the convention standing rules. It would also be in order to make such a motion during new business. It is not in order to adopt rules during consideration of the agenda. The agenda merely establishes the order in which the assembly shall consider its business and, if desired, specific times for particular items of business.

I concur that this information does not belong in the minutes to begin with, and a correction to remove the balance altogether would be appropriate. If the assembly nonetheless chooses to keep this information in the minutes, however, the minutes should reflect what was reported at the meeting, notwithstanding that this was later discovered to be in error.

Do you currently have some other form of governing documents? If not, I am not certain that you have a President or a board. Until some form of governing document defining the organization is adopted, the organization does not yet exist in the parliamentary sense. The meetings are in the nature of mass meetings, all who attend and are interested in the new organization are members, and it is those members who would adopt the constitution. The only officers at that point are a Chairman Pro Tempore and a Secretary Pro Tempore, and there is no board.

I concur with my colleagues, but since you state that “The board are all with me in this regard,” which seems to imply an intention for the board to take action in this matter, I would note that only the membership has the authority to discipline members of the society, unless your bylaws provide otherwise.

The closest thing to a general rule on this subject is that RONR states that, when the chair announces the result of a vote, this includes a “Statement indicating the effect of the vote, or ordering its execution, if needed or appropriate.” This implies to me that it takes effect immediately. (RONR, 11th ed., pg. 48) There is also an explicit statement in the case of amendments to the bylaws. “An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion.” (RONR, 11th ed., pg. 597) It seems to me that if even an amendment to the bylaws takes effect immediately, then this must also be the case for lower-level rules.

The purpose of a roll call vote is not really to ensure accuracy. While it may serve that purpose, there are other, less time-consuming methods to achieve that goal (such as those suggested by my colleagues). The purpose of a roll call vote is to force members in an assembly with an interested constituency to go on record with their vote.

I suppose the question does not specifically state which school board these persons wish to attend. If they are, in fact, attempting to attend the meetings of the school board for the local public school district, and not the board of the private school, then it is certainly more likely that there will be applicable laws on this subject. I personally assumed that they wished to attend the meetings of the school board of the private school.

The school board of a private school, by definition, is not a government entity.

I concur with Mr. Mervosh, although I would question whether it is advisable to require a roll call vote on all items. Rules of this nature are generally limited in some manner, such as by limiting the types of motions the rule applies to, or by requiring a roll call vote only if requested by a certain number of members (such as 1/5 of the members present).

I apologize for any confusion. I will try to be more clear. If no notice is given, the rule may be adopted only by a vote of a majority of the entire membership. If notice is given, the rule may be adopted by a vote of a majority of the entire membership or by a 2/3 vote, whichever may be obtained. Since your assembly has a small membership and high attendance, it may well be that it is no more difficult to adopt a special rule of order when no notice is provided, however, it is certainly not the case that providing notice will make it more difficult to adopt such a rule. Yes. A majority vote. No. Yes. It would need to be included in the call (notice) of the meeting, because a special meeting may only consider business included in the call. It does not need to be on the agenda. The question was regarding the proper threshold for adopting a special rule of order, in which case the requirement is a 2/3 vote with notice, or a vote of a majority of the entire membership without notice. As has been clarified, however, a vote of a majority of the entire membership is still an option if notice is given.

Please clarify what is meant by a motion to “carry over” an agenda item. Additionally, please clarify whether this motion is made when the agenda itself is pending for adoption, when the agenda item is pending (or is about to become pending), or at some other time. It is certainly not proper to just make the motion “I move to carry over Item 4 on the agenda,” since there is no such thing as a motion to “carry over.” If you can clarify what is intended, we can provide the proper motion to use.

The membership would adopt a motion to authorize the board to approve the current meeting’s minutes. A majority vote would be sufficient. It would also be in order for the membership to authorize the board to approve all minutes of the membership. This would be a special rule of order, which requires a 2/3 vote with previous notice or a vote of a majority of the entire membership. The board may not authorize itself to approve the membership’s minutes. Well, RONR does note that an association may use the small board rules if it wishes, by means of adopting a special of order. It is ultimately up to the association to decide whether this is advisable. Other than the notes on size, RONR also has the following comment on when to use formal rules (or not), in the context of providing advice for the presiding officer on how strictly to enforce the rules. It seems applicable here as well. “Good judgment is essential; the assembly may be of such a nature, through its unfamiliarity with parliamentary usage and its peaceable disposition, that strict enforcement of the rules, instead of assisting, would greatly hinder business. But in large assemblies where there is much work to be done, and especially where there is likelihood of trouble, the only safe course is to require a strict observance of the rules.” (RONR 11th ed., pg. 456)

In my opinion, unless the assembly’s rules or applicable law provide otherwise, an agenda adopted at a previous session is not binding, and the agenda must be adopted again at the session it applies to in order to be binding. ”Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (pp. 364ff.) or conforms to the standard order of business (pp. 25–26, 353ff.) or an order of business prescribed by the rules of the organization (pp. 16, 25).” (RONR, 11th ed., pg. 372, emphasis added)