Josh Martin

Well, if this is the annual meeting, I would guess that at least some (and possibly all) of the board members' terms have expired, in which event you may simply vote for someone else in the election. If it is desired to remove board members whose terms have not expired, then whether this is possible, and how to accomplish it, depends on how the bylaws word the term of office. It may or may not be possible to accomplish this in a single meeting. If the society only meets annually, it may be necessary to schedule one or more special meetings. A resignation is a voluntary act, so a motion for the board members to resign would not be in order.

If the rule merely allows members of the society to attend, this does not appear to be in the nature of a rule of order. I think you could argue, however, that adopting this standing rule would require a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice, since the rule is countermanding a decision of the board. Either the board of the membership could adopt the rule. As you note, which body adopts the rule has implications for amending, suspending, or rescinding the rule.

There are programs which will allow a user to emulate Windows on a Mac, which will enable installation of Folio Views. It is highly unlikely this would work on an iPad.

Sure, but I do not think such a rule would have to be placed in the bylaws. Even a standing rule would be sufficient, in my opinion. Well, I think the issue is that they wish to observe the board's meetings to see what the board does about the improprieties before they decide what further action to take. Perhaps the membership could adopt a motion ordering the board to permit the society's members to attend this board meeting.

You could install it on your laptop (if your laptop runs Windows). The CD-ROM is only required for installation. It's not just a PDF or something, however - it uses the Folio Views software. So you cannot copy it to your iPad.

Yes to both questions. I do not think the fact that the chair made the ruling on his own initiative makes any difference.

I'm afraid your question is well beyond the scope of RONR and this forum. It seems that resolving this matter will involve interpreting the customized rules of four different organizations (the three student unions and the university). I advise consulting a professional parliamentarian in your area. The National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals.

No.

I concur with Mr. Huynh that, if the motion has truly expired, it may not be rescinded. Based on the facts presented, however, it is not entirely clear to me that the motion has expired. I think we would need to know more about the wording of the motion and how this referendum process works to determine whether the fact that the referendum has closed means that the original motion is expired.

I'm not sure about that. So far as RONR is concerned, the only rules which take precedence over RONR are the society's own rules, clearly requisite points in the rules of the parent organization, and applicable rules in the nature of rules of order in federal, state, or local law. Since this is a public university, it may be that state law provides something on this matter, or authorizes the university to adopt its own rules on this subject. It also may be the case that the relationship between the university and the student government is such that the university is the "parent organization" of the student government, but this is by no means certain. With all that said, it may also be that, as a practical matter, it is in the student government's best interest to permit administrators to speak at its meetings, but that is not a parliamentary issue. Quite possibly. If this becomes an issue, it may become necessary for the student government to hold its meetings outside of university property. It could also be that it is merely individual administrators that are the problem, and the issue could be resolved by reporting the matter to their superiors.

It certainly sounds like there were errors, but nothing you have said supports your belief that "nothing voted on in the meeting was valid." Errors which are severe enough to invalidate a motion (let alone an entire meeting) are few and far between. It may very well be necessary, however, to educate the presiding officer (and the other members). If the presiding officer is not willing to learn, it may be necessary to remove him from office. Regarding the specific issues you raised... The motion to approve the Constitution (which I assume was, in fact, a motion to amend the Constitution - you presumably already have a Constitution) should have been voted on or disposed of in some other fashion. No one, especially a non-member, may scream over and silence a member who has the floor. The motion to use RONR "as a guide" rather than as the parliamentary authority was ill-advised. As a parliamentary matter, non-members have no right to speak and may do so only with the assembly's permission, which requires a 2/3 vote if a motion is pending. Legal issues are beyond the scope of RONR and this forum. As you say, your organization is in need of major help. If your organization is up for it, I would advise hiring a professional parliamentarian to teach your organization about parliamentary procedure. The National Institute of Parliamentarians and the American Institute of Parliamentarians provide referrals.

I'd say this quotation undermines your point rather than supporting it. The quotation says that in such cases, the committee "should be instructed" that the informalities and modifications do not apply. This suggests that it is the power of the parent assembly, not the committee, to determine whether to activate this "toggle." Again, I think this undermines your argument rather than supporting it. The footnote on pg. 500 refers to a situation in which a single member abuses his right to speak an unlimited number of times. The footnote continues to suggest that the committee report this action to the parent assembly. The footnote then suggests that, if and only if there is no time for the parent assembly to address the matter, the chair should not let the member continue speaking. If it was indeed possible for a committee to suspend the rules and limit or end debate by a 2/3 vote, nothing which is said in this footnote would be at all necessary, because the committee would simply suspend the rules in the situation the footnote describes. The exceptions on pg. 500 exist precisely because the rule cannot be suspended. Committees are not categorically prohibited from suspending the rules, but they are prohibited from suspending rules which are specifically intended as a limitation on the powers of the committee.

So are you saying that the rule may be suspended, but only under the conditions described on the footnote on pg. 500? Or are you saying that the rule can be suspended, full stop?

No. A committee may not suspend this rule, because the rule is for the benefit of the assembly. In extreme circumstances, however... "If a member abuses his privilege of speaking an unlimited number of times in debate in order to obstruct the business of the committee, such dilatory behavior should be reported to the committee's parent, which may then remove that member from the committee, adopt an order limiting or closing debate in the committee, or take such other action as it deems advisable. However, if there will be no opportunity for this to occur within the time needed to effectively resolve the problem, it is the duty of the committee chairman to deny such a member any further recognition to speak in debate on the pending question. (RONR, 11th ed., pg. 500, footnote) I think this footnote is also additional evidence that the rule cannot be suspended. If it could be, the procedures in that footnote would be unnecessary. I think you have this exactly right. I am in complete agreement that the assembly may adopt a special rule of order permitting motions to limit debate in committees. I disagree, however, that the committee may suspend the rule, let alone by a mere 2/3 vote. If the committee could suspend the rule by the same vote as is required to limit debate, the rule seems pointless, as it is easily set aside. Additionally, the footnote on pg. 500, which was added in the 11th edition, seems entirely unnecessary. I find it unlikely the Authorship Team would do all that typing for nothing. The rule in question is intended for the benefit of the parent assembly, not the committee, and therefore, it may not be suspended. It is similar to a rule which requires that board meetings (perhaps with certain exceptions) be open to the general membership. Such a rule may not be suspended, because the individuals the rule is designed to protect are not members of the board.

Yes, I think it is fair to say that a majority of the members present preferred to go home rather than listen to the member speak. As to the latter point, I think that it is certainly a possibility - it is not clear to me whether a motion was pending - but I don't think we can assume that no motion was pending. No one has suggested that the violation is egregious enough to constitute a continuing breach, nor that the violation of a fundamental principle is involved. It is indeed "something else." All that has been suggested is that there are different degrees of "something else." The fact that a violation does not constitute a continuing breach does not mean it is "minor," as you have previously suggested. As I understand the facts, the chair permitted a motion to adjourn to be made while a member legitimately had the floor. In and of itself, this might be viewed as the chair being woefully misinformed about the rules on the motion to adjourn. This is unfortunate, but if the story had ended there, I'd probably just advise the OP to talk to the chair about it before the next meeting, and everything should get sorted out for future meetings. What happened next is a horse of a different color. The member who had the floor informed the chair several times that she had not yielded the floor. Rather than responding to the member's complaint with a ruling or explanation, the chair ignored the member and proceeded to put the motion to adjourn to a vote. This seems to me to be an instance of "gaveling through" the proceedings, and while this does not invalidate the meeting or any of the business conducted wherein, it casts serious doubts as to the chair's fitness for the duty of presiding. I would not, therefore, describe this violation as "minor."

We can't answer questions of law here. As a parliamentary matter, I am inclined to agree that if the Bar Council created the committee, it has the power to dissolve it. What exactly is required to dissolve the committee, however, depends on how the committee was established. As to what other powers may be exercised, the Bar Council would have the authority to remove or replace any or all of the committee's members, and to instruct the committee as it sees fit, unless something in applicable law or the organization's rules provides otherwise. If the committee is established in the bylaws or other governing documents, the committee may be dissolved by amending those documents.

RONR does not require this for two reasons, I think: Historical reasons - As I understand the facts, members of the House of Representatives were not (and still are not, I believe) required to abstain on the grounds of having a personal or pecuniary interest not in common with other members. RONR is principally based on these procedures, modified only as necessary to adapt to the needs of ordinary societies. Practical reasons - What constitutes a "personal or pecuniary interest not in common with other members" is often ambiguous. As a result, if it was required to abstain in such cases, ambiguous cases would need to be decided, on the spot, by the chair or the assembly, which has its own problems. Under the rules in RONR, a member makes these judgment calls for himself. RONR is clear, however, that a member should not vote when he has a personal or pecuniary interest not in common with other members. Furthermore, RONR makes it clear that a member may be removed for any "conduct which is injurious to the organization." The society is not limited to removing members for behaviors which RONR prohibits or which the text states that members should not do. As you note, a society is free to adopt its own rules on this subject if it wishes to do so.

The definition of quorum specifically references the definition of member on pg. 3. "As indicated on page 21, a quorum in an assembly is the number of members (see definition, p. 3) who must be present in order that business can be validly transacted." (RONR, 11th ed., pg. 345) The definition of quorum in a particular organization's bylaws, state corporation code, legislature, or television show may or may not be different, and those definitions will apply within those contexts, but the definition of quorum in RONR is clear.

I can't imagine why anyone finds the definition of "member" in RONR to be ambiguous, especially in this context. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." (RONR, 11th ed., pg. 3, emphasis in original). An empty position is not a person and does not have any right (or ability) to participate in a meeting, and is therefore unambiguously not a member in the sense that term is used in RONR. Some organizations, and some laws which are binding on various governmental bodies, define their quorum as a fixed number, or as a majority of the fixed membership of the board. In such cases, vacancies would not affect the quorum. This may mean that vacancies could prevent the board from obtaining a quorum. As you note, this may even be the desired outcome of the drafters of such rules. Some organizations (or courts, in the case of laws) might even make such an interpretation in the absence of such language, based on other language in such rules or laws, or perhaps simply based on a misunderstanding of the parliamentary law. So far as the rules of RONR are concerned, however, if an assembly's quorum requirement is simply defined as "a majority of the members," this refers to the number of actual living, breathing members the organization has. Most organization's bylaws define a specific number of members for their board. If an organization's bylaws say that the board has seven members, however, and one member has resigned (and that resignation has been accepted) and one has died, I think it is fairly obvious that the board, at that moment, has only five members.

These words are not found in RONR. There is nothing in RONR explicitly about correspondence in the minutes, but RONR does note that minutes are a record of what was done, not what was said. I would suggest that even this may be too much information for the minutes, at least so far as RONR is concerned. The closest analogy is guest speakers, where RONR notes that the name of the speaker and the topic may be noted, but no effort should be made to summarize the remarks. No. No.

So far as RONR is concerned, members are free to introduce motions during New Business, whether they or not they are listed on the agenda. I don't think that there is anything explicitly stating as much, because it should be painfully obvious to any reasonable person that the purpose of the heading "New Business" is the introduction of new business. Your board, however, is free to adopt its own rules which supersede those in RONR, and it would seem that your board has adopted a rule on this subject. So the real question whether that rule prohibits the introduction of motions which are not listed on the agenda, and that is a question that only your board can answer.

Only items 3, 4, and 5 on this list are fundamental principles of parliamentary law. Item 9 is either misleading or inaccurate. Not all motions may be reconsidered, if you are referring to the specific parliamentary motion Reconsider.

I believe that all the OP is saying with the statement regarding the Secretary is that if the Secretary is the candidate, someone else makes the motion for acclamation.

Yes, but the bylaws can provide for an exception, and it seems that these bylaws do, since they say that "a motion to elect that candidate by acclamation is permitted as long as there are no objections."

If the board has sent out an e-mail regarding a special election in order to get the membership's input on the vacancy, it seems fairly clear to me that the board has accepted the resignation, even if it failed to formally vote on the matter. Nothing about special meeting at all? If so, they cannot be held. If there is nothing about special meetings in your bylaws, the vacancy cannot be filled until the next regular board meeting. It also no longer seems practical to seek the membership's input on the matter (at least not at a formal meeting), since the membership's next regular meeting appears to not be until the term is over anyway. I fully agree with this, but (if the timeline wasn't an issue), I would see no problem with the board seeking the membership's recommendation.