Josh Martin

Yes, thank you for the clarification. The third suggestion will only be an option if this is an original main motion.

Practices that are followed over time, but are not part of the organization's written rules, are referred to in RONR as "customs." RONR does not use the term "standard operating procedures." RONR has the following to say concerning the status of customs. "In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25 That is, customs which do not conflict with any written rule of the society are followed unless the assembly chooses to do otherwise. If a custom does conflict with a written rule, however, the written rule must be complied with, unless and until the written rules are amended to incorporate the custom. If this does not answer your question, we may be able to provide further assistance if you can provide additional details regarding the situation at hand.

Please answer the following questions. What, if anything, do the bylaws say concerning filling vacancies? If the bylaws are silent concerning filling vacancies, what do they say concerning the authority of the board generally? Have the resignations been accepted by the body with authority to fill the resulting vacancies? What, if anything, do the bylaws say concerning the quorum for the board? Did all four of these persons resign simultaneously, or did they resign individually over a period of time? Yes. Maybe, maybe not. Provided these three board members constitute a quorum, they can take action and make decisions. Without more details, I can't say whether these three board members constitute a quorum. Yes.

You're just repeating what you said in the original post. I have no further clarity on this matter then I did before, so I have nothing to add to my previous response. Please describe in greater detail the nature of this organization, its structure, its membership, the nature of this "mass meeting," and the nature of this "Leadership Committee." Exact quotations from the organization's bylaws on these matters would be desirable.

Several ideas occur to me, although there are quite likely others. You could amend the organization's rule which provides "any member can put an item of new business on the agenda prior to the 24 hour deadline." It is not clear to me whether this rule prevents the assembly from amending the agenda to remove the item in question. But even supposing it does, the assembly could amend the agenda so it is the last item on the agenda, and then immediately adjourn before considering the item. When the item is reached and the persistent member makes the motion, a member could immediately move to Object to Consideration of the Question, which requires a 2/3 vote and will suppress the question for the duration of the current session. (The advantage of this over the Previous Question is that it can be moved before even the motion maker has an opportunity to speak.) The organization could adopt special rules of order providing a longer "waiting period" for a defeated motion to be brought before the assembly again (perhaps with some workarounds built-in in case a legitimate need arises to consider a defeated motion again).

Nonetheless, I believe it continues to be in order to establish an order of the day to occur after a certain event, rather than at a specific time, regardless of the manner in which the order of the day is established. Indeed, it seems to me this is a great deal of what an agenda is. For any items where no time is specified (or for which the time is advisory only), the items are being defined as coming up after the item previously listed on the agenda is completed. I think this would require a motion to Suspend the Rules.

No. Not all rules of order can be suspended. One category of rules of order which cannot be suspended is rules protecting absentees, which includes, among other things, rules regarding previous notice. (For more information concerning rules which cannot be suspended, see "Rules That Cannot Be Suspended" in RONR (12th ed.) 25:7-13.) “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” RONR (12th ed.) 25:10, emphasis added If your organization adopts a rule providing that previous notice may only be submitted in writing, then your society has provided that only a notice given in writing is a proper previous notice of a bylaw amendment. The rules could not be suspended so as to permit previous notice to be given in some other form. Nonetheless, it continues to be my view that it is preferable to place the rule in the bylaws, because: This will make the rule more resistant to change. While a special rule of order pertaining to previous notice cannot be suspended, special rules of order can generally be amended more easily than a rule in the bylaws. Because this will make the rules on this matter more accessible to members, as all the rules pertaining to amending the bylaws will be in one place.

The same way you would put any other item on the agenda.

Well, as I have noted above, the general membership is free to act on this matter, as a body, at a regular or properly called meeting, with a quorum present. Individual members, however, have no right to this information unless the organization's rules or applicable law so provide. In the long run, if the general membership believes that notification of the topic(s) to be discussed at an executive session of the board should be released to individual members as a matter of course, the general membership is free to adopt rules on this subject.

It is not clear to me whether “the Members” in this context refers to the membership, at a meeting, adopting a motion on this matter or if it refers to an individual member (or a group of individual members). So I’ll cover both. The membership, at a regular or properly called meeting with a quorum present, can order the board, by majority vote, to disclose the notice in question. I’m not certain whether the notice itself contains any confidential information, but out of an abundance of caution, it may be prudent for the membership to enter executive session before adopting such a motion. An individual member, or group of members, has no right to this information, unless the organization’s rules or applicable law so provide. It depends on who “we” is, as noted above.

This is not correct. A rule regarding previous notice cannot be suspended - because, as you say, that would defeat the purpose. “Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.” RONR (12th ed.) 25:10 I nonetheless agree that it is preferable to place such a rule in the bylaws.

Yes, I believe the time for a special order need not be "clock-based" and can be based upon an event. I think the only limitation on this is that the "event" in question must reasonably be expected to occur during the current session or at the next regular session (if within a quarterly interval). I'm not certain a special rule is necessary, but to the extent it was, I see no reason why not.

I don't know where you read this. No such rule exists. It is certainly highly recommended that motions be in writing (unless perhaps the motion is very brief), and I think the chair should certainly encourage members to put their motions in writing, ideally before the motion is reached on the agenda. But doing this will not give the motion "priority" over other motions. It will just make everyone's lives easier, especially the Chair and the Secretary.

We've discussed this question at length in the past, and I believe that the general consensus is that 1.) it is not possible to resign from the position of Immediate Past President and 2.) even if it is possible to resign from the position of IPP, it is impossible to fill the resulting vacancy. I'm not sure, however, what the OP means by that statement. To the extent that there is no reference to the "Past President" in the bylaws at all, I agree that the "Past President" is not on the board. But it may well be, for example, that the bylaws provide something like "The board shall consist of the President, Vice President, Secretary, Treasurer, Past President, and five directors," but provide no further definition of the Past President. In such a case, the Past President would be on the board, but it wouldn't exactly be a "defined position."

I would first note that a school board is quite likely governed by its own rules on this matter, and possibly also by applicable law. So I think this is ultimately a question for the board's clerks and attorneys. So far as the rules of RONR are controlling, however, I believe this could be handled by either of the following options, either of which will require a majority vote for adoption: Amending the draft agenda while it is pending for adoption to remove the items in question from the agenda When the items become pending, postponing them to the next regular meeting Under the rules in RONR, the trustee who originally proposed these matters does not have the unilateral authority to require the items to be delayed until a future meeting.

Then unless and until a rule is adopted in this matter, previous notice may be given by either of the following: By giving the notice orally at the previous regular meeting, provided the next regular meeting is within a quarterly interval By including the notice in writing in the call of the meeting It certainly cannot be adopted as a standing rule. This is not in the nature of a standing rule. I think it is preferable to adopt the rule in the amendment section of the bylaws, but I think a special rule of order would also be permissible.

Interesting. I had not even considered the possibility that the "Leadership Committee" would be a special committee rather than a board (or perhaps a standing committee), but I suppose anything is possible. To the extent this is correct, then yes, I suppose discharging the committee would have the effect of dissolving it.

Then, as I have said, I don't think these people can be reasoned with. Well, that certainly explains a great deal as to where people are getting this idea from, and perhaps explaining that distinction will help (or perhaps not - see above). If an assembly conducts no business during an executive session (whether this is due to rule, custom, or happenstance), then there will be no minutes of the executive session, because there won't be anything to record. (I suppose very brief minutes would need to be recorded if an entire meeting is held in an executive session, but as I understand the question here, this question relates to only a portion of a meeting being held in executive session.) If an assembly does, however, conduct business in executive session, then obviously that business must be recorded.

Well, you can't really "resign" from the "position" of Past President, since that's more of a historical fact than a normal position. Nonetheless, since the President also resigned, the former President is now the new Past President, and will remain so until another President leaves office. There's not necessarily a deadline in this matter, but the office of President is generally a fairly important position, so I would generally suggest it should be filled as soon as is practicable. That position is filled. The former President is now the Past President, whether he likes it or not. The Past President, by definition, is the person who most recently held the office of President, other than the current President. It's not possible to fill this position with anyone else. Situations like this are one of many reasons why most regulars on this forum, myself included, strongly recommend not having a "Past President" position in the bylaws. After you get this current situation sorted out, perhaps the organization should amend the bylaws to remove the "Past President." For starters, it means that until the office of President is filled, the Secretary will call meetings to order, and the board will need to elect a Chair Pro Tempore at each meeting to preside for the remainder of the meeting. If previous notice is given, then a Chair Pro Tempore can be elected for a longer period, if it is anticipated the board will be without a President for some time. Any other duties your bylaws assign to the President, however, will be unable to be completed, unless the bylaws provide some mechanism to reassign such duties in the case the office of President is absent. The duties of the Vice President are generally only to fill in for the President in his absence and to become President in the event the position becomes vacant (a duty your previous Vice President failed to perform), so the vacancy in that office is somewhat less of a problem. Although it may cause issues if the new President occasionally is absent. Or you again have a vacancy in that office. Generally, my experience is that the Past President has no duties at all, so the "vacancy" (although it's not technically vacant - see above) is even less of a problem. Yes. Technically, yes, but I expect trying to go on without a President, in particular, will cause some problems. How serious those problems are will depend on what the bylaws say concerning the duties of the President. To clarify, do you mean that the bylaws do not refer to the Past President at all, or do you mean that the bylaws say something like, for example, "The board shall consist of the President, Vice President, Secretary, Treasurer, Past President, and five directors," but provide no further definition of the Past President? Based on these facts, only the membership has the authority to fill the vacancies. Previous notice must be provided of an election to fill the vacancies. Notice may be given orally at the previous regular meeting, if the next regular meeting is within a quarterly interval, or written notice may be included in the call of the meeting. If the membership meets infrequently, it may be prudent in the long run to amend the bylaws to provide that the board may fill vacancies. You certainly should not wait until December for the regular elections. That's eight months from now. If the regular elections were in April or May, maybe that would be more reasonable. There is no fixed time frame or deadline, but generally, these vacancies (especially the vacancy in the office of President) should be filled as soon as possible.

I might ask these members "If no minutes are taken of executive session, and there are no written records whatsoever of the decisions we make during the executive session, doesn't that pose some problems for the organization? What happens if it is later disputed what the assembly agreed to in executive session, and there is no written record to point to?" This should at least give them pause, if not convince them outright. If they just shrug this off, I'm not sure they can be reasoned with. Not necessarily, as I'm sure you know. "If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points." 56:7 For starters, the general principle for any rule is that when a rule exists, it applies in all situations unless some other rule provides otherwise. The general rule is that the Secretary takes minutes of meetings. And there is no rule suggesting the Secretary doesn't take minutes in executive session. I'm not aware of an explicit statement that says the Secretary takes minutes of meetings held in executive session. But I'm also not aware of an explicit statement that says the Secretary takes minutes of special meetings, or adjourned meetings, or meetings without a quorum, or meetings held on Tuesdays. But since nothing says the Secretary doesn't take minutes of such meetings, I assume the general rule is still applicable. In addition to this, as you have rightly pointed out, RONR discusses rules pertaining to how minutes of an executive session are kept, and if minutes weren't kept of executive session, I don't know why those rules exist. But if there continues to be confusion on this subject, perhaps the authors will add an explicit statement on this subject in the future. It certainly wouldn't be the first time that more explicit rules on a subject were added because some readers were having a hard time grasping a concept.

Are you certain you mean a "mass meeting," and not, perhaps, a meeting of the society's membership? "A mass meeting, as understood in parliamentary law, is a meeting of an unorganized group, which—in a publicized or selectively distributed notice known as the call of the meeting—has been announced: • as called to take appropriate action on a particular problem or toward a particular purpose stated by the meeting's sponsors, and • as open to everyone interested in the stated problem or purpose (or to everyone within a specified sector of the population thus interested)." RONR (12th ed.) 53:1 Since this seems to be a permanent organization with continuing existence, I am not certain the phrase "mass meeting" is applicable. I'm not entirely certain about the structure of this organization. But until that is clarified, I'll look at something I'm more familiar with, and which is roughly analogous to the situation you describe. Suppose a society has a board where the board's members serve two year terms, which are not staggered, and the board is elected at meetings of the society's membership. In such a case, a portion of (and perhaps the entirety of) the board will be replaced. Notwithstanding this, the board is still the same board, even although it may no longer share any members in common with the previous board. As such, motions adopted by the board continue to be binding upon the board, even although some or all of the board's members may have changed. However, if the board no longer wishes to carry out a particular requirement, the board is free to adopt a motion to Rescind or to Amend Something Previously Adopted. This motion requires for its adoption a 2/3 vote, a majority vote with previous notice, or a vote of a majority of the entire membership (of the board). The structure described above is how most organizations work. I cannot say with certainty it is how this organization works, because the description of "Every two years the leadership committee is dissolved, and a new one is formed at a mass meeting." is somewhat unusual. But at this time, it's not clear to me whether this actually reflects a difference in the organization's rules and structure, or if it is simply an issue of nomenclature. For the question concerning the continuity of adopted motions, I suppose I would refer you to 49:22, which discusses "Effect of Periodic Partial Change in Board Membership." While there are certain effects in regard to matters which have not yet been finally disposed of and in regard to officers and committees, there is nothing suggesting that adopted motions no longer have force and effect. For the motion to Rescind or Amend Something Previously Adopted, see RONR (12th ed.) Section 35.

Well, yes, and the organization will certainly have to think about this with respect to the status of these persons on the board, but the question at hand here is whether these persons can vote in committees. In that regard, the fact that these persons are "non-voting members" of the board is irrelevant.

If this person is a member of the committee in question, the person has a right to vote at meetings of the committee, unless the bylaws provide otherwise for the committee. As I understand the facts, the bylaws provide that this person is a "non-voting member" of the board, but there is no similar provision for the committee.

Then I suppose these are in the nature of standing rules, to answer Mr. Elsman's question. It would appear to me from the manner in which this rule is written that the board lacks the authority to adopt rules "for use of the Society's facilities" on its own initiative, and that the board is limited to considering rules "as submitted by the Facilities Committee." (Assuming, of course, that this sentence is the entirety of what the bylaws say on this subject.) Ultimately, it will be up to the organization to interpret its own bylaws.

I don't think it's possible to answer this question without knowing the exact language your bylaws use in this connection.