Josh Martin

Based on what has been stated so far, no, you aren’t. You don’t just jump right in to being a bylaws committee. When forming a new organization, the steps at the first organizational meeting are to: Elect a chairman and secretary for the meeting. Adopting any rules desired for the meeting - such as to adopt RONR as your parliamentary authority. Adopt a resolution to form a society. Adopt a motion to create a bylaws committee. Often, the motion specifies that the chair shall appoint the committee’s members, but they could be elected if the assembly prefers. This process includes selecting the committee’s chairman, unless the assembly prefers to authorize the committee to appoint its own chairman. Adopt a motion to set the date, time, and place of the next meeting. Adopt a motion authorizing the committee to make copies of its recommended bylaws. If desired, informal discussion regarding the proposed society, to serve as guidance for the bylaws committee. When you get the book, you can refer to the sections Mr. Brown mentioned for more details. A committee is a subset of the full assembly and generally consists of a small number of persons. As such, the rules are relaxed - informal discussion is permitted without a motion pending, for instance. The text in RONR provides some guidance for a committee appointed to draft initial bylaws for a society.

A person chosen by the sponsors of the meeting calls the meeting to order. The first order of business is then to elect a presiding officer for the remainder of the meeting. Nominations are taken from the floor. A voice vote is taken on the nominees, in the order nominated, and the first person receiving a majority vote is elected. You may hire a professional parliamentarian if you wish. The National Association of Parliamentarians and the American Institute of Parliamentarians provide referral services on their websites. Costs tend to vary depending on geographic area, and in any event such a question is beyond the scope of this forum. I advise obtaining multiple quotes if this is a concern. Such “open-ended” thinking is generally left to the bylaws committee, which will be appointed at this meeting. ”New Business” is essentially the only heading there is in the first organizational meeting. Yes. The CD-ROM edition of RONR has some sample rules for video conferences. The best introduction generally is Robert’s Rules of Order Newly Revised In Brief, however, it does not have information about forming a new society. Robert’s Rules of Order for Dummies is also very good, and does cover that topic.

Yes, the meeting can and should be held as scheduled. The president does not have the authority to cancel a meeting unless so authorized by the society’s rules. (For that matter, the board doesn’t have the authority to cancel a meeting either, unless so authorized by the society’s rules, or if the meeting was scheduled by resolution and the board decides to cancel it at a board meeting.)

Based upon the facts provided, the motion is null and void.

Yes. The question before the body upon appeal is whether the rule in question does, in fact, require the voting threshold in question. As a result, I see no reason to alter the voting threshold for the appeal based upon a presumption of what the rule requires. RONR assumes that the members of the society (or at least most of them) are honorable people who will act in good faith on the appeal, using it to legitimately determine what the rule means, rather than using it as a way to ignore the rules to suit their own purposes. If this assumption is incorrect for a particular assembly, it should be no surprise that the assembly will have all sorts of problems, but that isn’t RONR’s fault. There is no parliamentary defense. You could seek legal counsel, or perhaps leave the society and join societies with more honorable people. Well, we haven’t yet figured out a way for the book to magically enforce the rules itself, so this is the best alternative in the interim. It is of course, absolutely not proper for the body to ignore its rules, but there is ultimately no way to prevent them from doing so. Ultimately, someone has to make the decisions on interpreting the assembly’s rules. I would rather that it be the majority. This seems preferable to the possibility of a minority or a single member (such as the chair) abusing his power. In some cases, there may be legal recourse, but that is beyond the scope of this forum.

Maybe. What is the intent of this rule? What does the board do with these items after it receives them? For that matter, what does the board do with the agenda? I concur with Mr. Brown that we need more information to definitively say whether this rule may be suspended. Presumably, the board does something after it receives these items. Depending on what that something is, it may well be that the rule protects absentees.

RONR has no guidance on this subject, as the appeal process you describe is entirely a creation of your own rules.

I concur with all of this and would note that if the Executive Council is the body to fill vacancies, it could allow her to stay on even if it had accepted her resignation, by electing her to fill the vacancy. So if the Executive Council is indeed the body which is authorized to fill vacancies, this all seems to be much ado about nothing. If both the resigning officer and the body which is empowered to fill the resulting vacancy wishes for the person to stay on, then this person will stay on one way or another.

None of the above. A motion to adjourn at a future time is a main motion, and is therefore debatable and amendable.

They can be if your bylaws say they can. Well, it seems past practice will be not be of much assistance in interpreting this provision. First of all, it seems to be disputed whether this person is, in fact, still the sitting President. In any event, however, see RONR, 11th ed., pgs. 650-653.

I think that the rule which provides that the officers (except the Treasurer) shall not begin their official duties after the May or June meeting introduces some ambiguity in this regard. I assume that the purpose of this clause is to affect the time at which the officers shall take office, as it would seem extremely odd for there to be a period of time where an officer has taken office but someone else (or no one) is performing the duties of the office. It seems to me that the officers (except for the Treasurer) take office after the May or June meeting (although it is not clear which one) and the Treasurer takes office after the audit is completed. I don’t think that the rule that the officers serve “until their officers are elected” really settles this matter, given the existence of the previous sentence. I think the organization will need to interpret its bylaws to resolve this matter (and in the long run, they should be amended), although it seems likely that the conflict will continue regardless of the society’s interpretation. When the bylaws provide that the officers shall take office at some time other than their election, then yes, I would agree that some additional clarity would be desirable in the “until their successors are elected” clause, to ensure that the inclusion of this clause does not introduce any ambiguity in the bylaws. Perhaps it could say “until their successors are elected and take office.”

As is noted in that thread, however, this has the disadvantage of encumbering the text of the bylaws with provisions that only have temporary application (which is why provisos exist in the first place). It will be up to your organization to interpret its bylaws. For future reference, the society should have these conversations before such rules are adopted, and address such issues in a proviso. As has been previously noted, the general rule is that amendments to the bylaws take effect immediately. There is no automatic “grandfather clause” for current officers. What complicates matters in this case is that some (but not all) of the rules in question refer specifically to being elected or nominated rather than to serving. It may be that the intent or effect of such provisions was to exempt some portion of the current officers from the new rules. I believe the primary concern is not regarding the members who are serving in their fourth and fifth terms, but regarding the members who are serving in their third consecutive terms, since it appears ambiguous whether it is in fact correct that “those people are already out of office.” Additionally, the proviso (or amendment) could be written in such a way to permit the society to elect the members in question to fill the vacancies which have been created. Mr. Brown, my understanding is that the President was elected to a third consecutive term prior to the existence of this rule.

No, “the board” as a whole does not preside over the meeting. Most likely, the President of the organization (who is also most likely the chairman of the board) presides.

No, not really. These seem to be political problems, not parliamentary ones. So far as I can tell, there are no questions about the rules here. No. That is for the society to decide.

You are more optimistic than I am. Well, not exactly. It does not appear to be in order to adopt a proviso after the fact. The assembly could, however, accomplish this objective (with proper notice) by amending the bylaws to remove the new rules, and then add them back (with a proviso). This would, of course, require following the rules for amending the bylaws. See this thread for further discussion of this topic.

What makes this question especially difficult is that this seems to be the only situation where this problem could possibly arise. In the ordinary case, if someone cannot be elected to a third consecutive term they will not serve in a third consecutive term. It seems to me this situation illustrates exactly why provisos should be adopted to handle these transitions.

The “assembly” generally refers to whichever body is meeting. In this event, it seems to me that the proper body to decide this issue is the general membership. Yes, I think this is correct. Absolutely not. “Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance.” (RONR, 11th ed., pg. 92) “Questions and concerns” does not “clearly and specifically” describe the subject matter. The rule cited does not mean that members may make any motions they like by suggesting that they are tangentially related to some vague wording in the call. What it means is that when notice is properly given of business to be conducted at the special meeting, other motions which “arise in connection” with that business or are related to the meeting itself are in order. For instance, suppose that the call indicates that the meeting is for the purpose of determining whether to buy a laptop for the Secretary. Motions to amend, postpone, limit debate, etc. in regards to the motion to purchase the laptop are all in order, even although such motions are not noted in the call, because they “arise in connection with” that motion. Similarly, motions to recess, to adjourn, or other motions related to the conduct of the meeting are also in order. Yes, if such a motion is made, you can and should raise a Point of Order (or an Appeal) if necessary that the motion is not in order because the subject of the motion was not included in the call (it might even be argued that the meeting itself is improperly called since the call did not clearly and specifically identify any subjects). In the event that the motion (or the meeting itself) are determined to be improper, the motion is automatically disposed of - there is no need to make a separate motion to “table” it to the next regular meeting. This also misunderstands the use of the motion to Lay on the Table - see FAQ #12.

Yes, I would agree (or until another special meeting is properly called).

Strictly speaking, it does not seem to me that any notice is required for the election of the new position. I do not think a newly created position is viewed as a “vacancy” in the sense the term is used in RONR. It certainly would not harm anything, however, to provide such notice. I assume Mr. Brown’s caution in this regard is due to the fact that we have not actually seen the language in the bylaws, and therefore to suggest that there cannot be two reasonable opinions about whether the rules in the bylaws regarding notice have been followed is a bit presumptuous. If an organization was using the sample bylaws in RONR, and there was no doubt that notice had not been provided in writing at the previous regular meeting, I concur that there could not be two reasonable opinions on that question. I see no reason why not, although such notice should likely include the caveat of “provided that the amendment adopted at the X meeting is determined to be null and void.” Just the two positions in question.

I believe Student’s point is that the rule “Life time term limits are three terms in any combination.“ makes no reference to nomination or election, and therefore the board members who are on their fourth and fifth terms are certainly out. As you note, there may be some ambiguity regarding the members who are on their third consecutive term, since the rules on that question refer specifically to being “eligible for election” or “eligible to file nomination.” The organization will need to decide that question.

I think in the case of a special meeting it could only be raised if it pertained to the business conducted at the special meeting, but this is otherwise correct. Yes, that is correct. What committee? The assembly itself decides on the appeal. I suppose the assembly could refer it to a committee, but I do not think this would force the organization to delay its elections until the committee reports back. The assembly itself may postpone the elections when they are pending if it wishes. In the case of a special meeting, I think this would only be in order if it pertained to the business to be conducted at the meeting. ”The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93)

Yes, this is correct. If previous notice is required, failure to provide such notice constitutes a continuing breach and means that the amendment is null and void. As a consequence, the subsequent election would also be null and void. The chair should rule as much at the next meeting. The fact that the amendment was not printed in the printed copies of the bylaws is irrelevant. If the amendment had been properly adopted, such administrative errors would not invalidate it. Failure to provide the required notice of the amendment is the issue. Additionally, do your bylaws grant the board the power to amend the bylaws? That power is generally reserved for the membership. Yes.

So far as I can tell, the only actual difference with regard to the rules of RONR would be that if the directors are not officers, a rule permitting election by plurality could be adopted as a special rule of order rather than a rule in the bylaws. It could theoretically also affect the rules for removal, but directors generally have defined terms of office, and in such a case it appears the rules are the same as for officers anyway. A particular organization may also have its own rules which refer to “officers.” In any event, I concur with my colleagues that, so far as RONR is concerned, the directors are officers. An organization could provide otherwise in its bylaws, but as previously noted, RONR advises that they should be classed as officers. “OTHER OFFICERS. In addition to the officers described above, an organization can provide in its bylaws for any other officers it may wish—including assistant officers. Officers sometimes included, and their usual duties, are: Directors (or trustees, or managers), who sit as members of the executive board (49)—usually in addition to the other officers—and perform such duties as the bylaws may require. In some organizations the term trustees refers to officers who perform the duties of elected auditors (see pp. 479–80).” (RONR, 11th ed., pgs. 461-462) I think the main advantage of this is simply that it simplifies things. If the directors are not officers, then they are a different category of thing, which presumably means different rules apply than for the officers. Unless this is intentional, such a divide is probably not desirable. I do not think that the fact that the directors have no powers or duties as individuals has any bearing on this question.

1.) Yes and no. RONR does not strictly require strike and insert notations for a motion to Amend Something Previously Adopted. There seems to be an assumption that a motion to Amend Something Previously Adopted must be handled in exactly the same manner as the subsidiary motion to Amend. I see nothing in the section on Amend Something Previously Adopted which suggests this is the case. It seems to me that so long as it is clear what motion is being amended and the manner in which the motion will be amended, that is sufficient. I do not think this motion is sufficient, however, because “a motion from a previous meeting” is not sufficient to let members know what motion is being amended. If the member said “The motion pertaining to scholarships adopted at the previous meeting,” (assuming there was only one motion pertaining to scholarships at the previous meeting), that would be sufficient. In the situation originally presented, however, it is clear that the bylaws are what is being amended. If a member wishes to know what the wording of the previously adopted motion is, he can ask the chair, who can in turn refer the question to the Secretary if needed. 2.) No, the chair’s ruling is not final. The chair’s ruling may be appealed. I am somewhat concerned by this wording, however, as the question the assembly should be considering upon appeal is whether the chair is technically correct. 3.) No. 4.) As I have previously indicated, such notations are not required for a motion to Amend Something Previously Adopted, but even if they were, it does not necessarily follow that they must be included in the notice.

That is certainly one possible interpretation, but it appears that the organization has traditionally held a different interpretation (the OP has described this as a “one-topic meeting for the last three months”), and there is certainly no definitive answer to this question in parliamentary law. I understand better now why you asked the question as you did. Certainly, interpreting each e-mail vote as a separate session seems to further complicate the issue as to when the clock starts for the quarterly interval.