Josh Martin

I see no reason why not, provided the action in question still has force and effect, and has not already been fully carried out. RONR also permits the membership to rescind an action of the board and places no "time limits" on this. It seems the only difference in your bylaws in this regard is the 60% vote requirement.

In this event, I am inclined to think the committee has the authority to remove this person from the chair, however, only the parent body may remove this person from the committee.

I agree. How are the committee chairs selected? I am generally inclined to agree, but it's certainly possible that the parent body elects the committee members, but authorizes the committee to elect its own chair. That's not an unusual arrangement.

I can't imagine an explanation for this, other than the drafters being confused or not thinking it through. I agree that it makes no sense. The quorum requirement and the voting requirement are two different things. If the sentence is intended to refer to the quorum requirement, it should instead say something like "A quorum shall consist of two-thirds of the Society's members." (I might also suggest that 2/3 is an unusually high quorum, especially for a meeting of the membership, so perhaps it should also be reduced to a lower number.)

At a board meeting, a member could raise a Point of Order that the acceptance of the resignations was null and void, and therefore, that the subsequent elections were also null and void. The chair will rule the point “well taken,” meaning he agrees, or “not well taken” meaning he disagrees. A member may appeal from this ruling. If seconded, this places the question in the hands of the assembly. A majority vote is required to overturn the chair’s ruling. Well, you can try that if you want. I don't imagine the chair will accept that. Do you have an attorney yet? I have to imagine this is headed to court, since it seems to me the chair is just going to ignore whatever the board does in this matter.

Perhaps this is correct for particular elected bodies in particular jurisdictions, but to the extent it is, the rules in question would have to be found in applicable law. I am certainly not aware of such a rule as a general principle. I see elected officials on various governmental bodies abstain on a somewhat regular basis. Respectfully, I think the presenter may have been mistaken, or perhaps was trying to express that it was their personal opinion that an official who has been elected to represent the will of constituents should not abstain, unless there is a particular reason to do so, such as if the official has a "conflict of interest." That sounds like a much more reasonable position. I'm also inclined to agree with J.J. that such a rule is rather impractical to enforce. You will not find it anywhere in RONR. To the extent such a rule exists, it would exist in federal, state, or local law governing the particular elected body. On the contrary, RONR quite clearly provides that while members have a duty to vote, they have a right to abstain and cannot be compelled to vote. "Although it is the duty of every member who has an opinion on a question to express it by his vote, he can abstain, since he cannot be compelled to vote. By the same token, when an office or position is to be filled by a number of members, as in the case of a committee, or positions on a board, a member may partially abstain by voting for less than all of those for whom he is entitled to vote." RONR (12th ed.) 45:3

Correct. As you say, this citation answers your question. There would be no need for this paragraph if an absent candidate could not be elected. I'm inclined to agree that it is not fair. Nonetheless, the organization is free to adopt such rules in its bylaws as it wishes, so long as the rules do not conflict with an even higher-level rule, such as the bylaws of a parent organization or rules in applicable law. I have no idea whether it is legally defensible. That would be a question for an attorney. "Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." RONR (12th ed.) 2:2 "Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one. In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws." RONR (12th ed.) 2:12

Only if the member's rights have been suspended through formal disciplinary proceedings in Ch. XX of RONR, or if the organization's bylaws so provide. And I'm inclined to think only the latter in this case, since it seems the organization has its own disciplinary procedures. It would appear the organization has its own customized rules on disciplinary procedures. As a result, a member is not required to leave the room during this vote unless the organization's bylaws so provide. The disciplinary procedures in Ch. XX of RONR do provide that the accused leaves the room during the consideration of the question of guilt and the penalty, but since you aren't following those procedures, I don't think that's relevant. RONR has no rules pertaining to "courts," so it has no answer to the question of "Could this be deemed grounds for dismissal in his court?" It seems that, as is unfortunately typical for student government organizations, your student government has gotten a little carried away with mimicking actual governments and has made its procedures needlessly complicated. So your organization will ultimately have to look to its own rules to answer your question. But if it helps any, under ordinary procedures where such matters are handled via a Point of Order and Appeal, a violation of the right to vote is grounds to declare the vote null and void if the number of votes so affected is sufficient that it could have changed the result, as seems to be the case here. "If one or more members have been denied the right to vote, or the right to attend all or part of a regular or properly called meeting during which a vote was taken while a quorum was present, a point of order concerning the action taken in denying the basic rights of the individual members can be raised so long as the decision arrived at as a result of the vote has continuing force and effect. If there is any possibility that the members' vote(s) would have affected the outcome, then the results of the vote must be declared invalid if the point of order is sustained. If there is no such possibility, the results of the vote itself can be made invalid only if the point of order is raised immediately following the chair's announcement of the vote. If the vote was such that the number of members excluded from participating would not have affected the outcome, a member may wish, in the appropriate circumstances, to move to Rescind or Amend Something Previously Adopted (35), to move to Reconsider (37), or to renew a motion (38), arguing that comments in debate by the excluded members could have led to a different result; but the action resulting from the vote is not invalidated by a ruling in response to a point of order raised at a later time." RONR (12th ed.) 23:7 I would add, however, that RONR quite clearly provides that a member should not vote on a question of personal interest not common to other members (and I'd say disciplinary procedures qualify), although he ultimately cannot be prevented from doing so. So the member defending himself by pointing out that he intended to violate some other rule may not go over especially well. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

Thank you. Based upon these facts, I am inclined to agree that the resignations were never pending before the assembly and were properly withdrawn. As a consequence, there were no longer any resignations for the Chair, the Executive Committee, or anyone else to act upon, and it's not really necessary to address the question of whether the Executive Committee had the authority to act for the board in this matter, or whether the Executive Committee can vote via e-mail. The Chair appears at one point to claim that the Chair, acting alone, accepted the resignations, but does not seem to point to anything granting him the authority to do this. And there does not appear to be any dispute that the resignations were withdrawn prior to the Executive Committee acting in this matter. I agree that the chair omits important information from the rule in question. "Is it possible to withdraw a resignation after it has been submitted? A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn—that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.]" FAQ #18, emphasis added In the circumstances described, the resignation was never "placed before the assembly by the chair stating the question on its acceptance" (or at least, not until after the resignations had already been withdrawn), and therefore, the resignation could be withdrawn unilaterally by the person who originally submitted the resignation.

Thank you. Assuming no such requirement already exists for the organization, I am inclined to think that imposing such a requirement, even if applied only to the present meeting, is not a motion that "that may arise in connection with the transaction of such business or the conduct of the meeting." I may have originally been led astray by the question being phrased as "Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?" The timeframe for preparation of the meeting minutes seems connected to their approval, since the minutes cannot be approved until they are prepared. A motion relating to the manner of distribution for the minutes, however, seems more in the nature of an administrative rule than a parliamentary one.

Yes, I see where you're getting at with this now, and I think you may have a point, depending on what the OP meant by "published."

What exactly do the bylaws say on this subject? Without further information on the exact rules on this matter, I'm not yet certain that a determination on this matter will have any retroactive effect. To the extent that there is a need to question the validity of motions adopted in the past, the only motions which may be impacted by this are motions where the number of board members affected by this issue are sufficient to have potentially changed the result. That seems unlikely to be an issue if most of the motions were adopted unanimously. "If the announced result of a vote included votes cast in violation of a fundamental principle of parliamentary law, such as votes cast by nonmembers or by absent members, or multiple votes improperly cast by a single member, a point of order can be raised so long as the decision arrived at as a result of the vote has continuing force and effect. If there is any possibility that the vote(s) would have affected the outcome, the results of the vote must be declared invalid if the point of order is sustained." RONR (12th ed.) 23:8 I suppose the other potential issue might be that if certain board members were not validly members in the past, then the board could have lacked a quorum, depending on how the quorum is defined, but generally a Point of Order is not permitted with regard to lack of quorum at a prior meeting. This is unlikely to be an issue at all if the quorum is defined as a proportion of board members, but could be an issue if the quorum is a fixed number. Even then, however, it is likely difficult to prove the absence of a quorum at meetings which happened so long ago. "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 (12th ed.) 40:12 But even to the extent that any votes taken over the past year are now invalid, this is not necessarily the end of the world. The board could ratify those motions, and any actions taken to carry them out.

I agree. I think what distinguishes this from your treasurer example is that matters relating to bank accounts are indisputably administrative in nature, not parliamentary. The minutes, however, are parliamentary in nature, and although the minutes will in fact be prepared (at least in part) outside of the meeting, the preparation of the minutes of the current meeting is undoubtedly connected to the current meeting. Nonetheless, I have no disagreement that it is a close call. Generally, a decision on this matter would ultimately be up to the convention to decide, although I understand that a separate committee is authorized to make such judgments in this organization. I do have one follow-up question, which I think may affect my thinking on this - what is the meaning of "publish" in this context?

Is the motion regarding the timeframe for completing the minutes of the special meeting that is currently happening? Or is it regarding minutes of some other meeting, or regarding minutes generally? I would be inclined to argue that a motion regarding the timeframe for completing the minutes of the current meeting is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting," although I see J.J.'s point that there are also reasonable arguments to the contrary. To the extent that the motion involved minutes for any meeting other than the current meeting, it is certainly not a motion "that may arise in connection with the transaction of such business or the conduct of the meeting." J.J., would a motion to appoint a Minutes Approval Committee be a motion "that may arise in connection with the transaction of such business or the conduct of the meeting?" If not, why not? If so, what distinguishes that from a motion directing a Minutes Approval Committee (or the Secretary) with respect to preparation of the minutes of the current meeting? Mr. Novosielski, I'm puzzled by your question. If we accept for the sake of argument that this is a special convention, I don't understand why you would think that a special convention does not follow the rules pertaining to special meetings.

The parliamentarian, if a member, ultimately has the right to speak in debate, but refrains from exercising that right in order to maintain the appearance of impartiality. A member who insists on speaking in debate may find that their services as parliamentarian are no longer required. (As J.J. notes, however, some organizations adopt their own rules on this matter.) Yes. Unlike the rules pertaining to participation by the chair, the rules pertaining to participation by the parliamentarian are applicable regardless of the size or type of the assembly. If this is a problem for an organization, generally the solutions to this are to either: Adopt a special rule of order, as J.J. suggests, to permit the parliamentarian to speak in debate. Don't appoint a parliamentarian, and simply have knowledgeable members serve as "unofficial" parliamentarians, under the rule in 23:2(5).

Your feeling is correct. The board lacks the authority to override the membership's decision in this matter, unless the bylaws or applicable law grant it such authority. If it is desired to still place this ad, the issue would have to be revisited at a meeting of the membership. "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9)." RONR (12th ed.) 49:7 Nominations should be conducted at the April meeting. Well, first let's see if there's other nominees before we talk about acclamation. To the extent there is still no contest for certain offices, it may be that acclamation is in order. "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or “acclamation.” The motion to close nominations cannot be used as a means of moving the election of the candidate in such a case." RONR (12th ed.) 46:40 To the extent the bylaws do, in fact, specifically require a voice vote to be taken even for uncontested elections, because apparently the drafters of the bylaws like to waste the assembly's time, such a rule could be suspended by a 2/3 vote or unanimous consent. So the election could still be conducted by acclamation if no member objects. RONR provides that a rule in the bylaws requiring a ballot vote cannot be suspended, but there is no similar requirement for a voice vote. And while some believe that nothing in the bylaws can be suspended, that's not quite correct. A rule in the nature of a rule of order - such as, for example, a rule pertaining to a voice vote, or pertaining to nominations - can be suspended, unless there is some other rule preventing the rule's suspension. "Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14. However, a rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended so as to violate the secrecy of the members' votes unless the bylaws so provide (see also Voting by Ballot, 45:18–24). Nothing in a corporate charter can be suspended unless the charter or applicable law so provides." RONR (12th ed.) 25:7 The time limits for Reconsider have passed. At this point, the proper course of action is for the motion to place the ad to be renewed (in other words, for a member to just make the motion again), which any member may do. "To provide both usefulness and protection against abuse, the motion to Reconsider has the following unique characteristics, as more fully explained in 37:10: ... b) Except in committees, it must be moved either on the same day the original vote was taken or on the next succeeding day within the same session on which a business meeting is held." RONR (12th ed.) 37:8 "If a motion is made and disposed of without being adopted, and is later allowed to come before the assembly after being made again by any member in essentially the same connection, the motion is said to be renewed... Any motion that is still applicable can be renewed at any later session, except where a specific rule prevents its renewal; and such an impediment to renewal at a later session normally can exist only when the first motion goes over to that session as not finally disposed of, in which case the question can then be reached through the first motion (see 9:7–11, 38:8–9)." RONR (12th ed.) 38:1, 38:3 I have not seen exactly what your bylaws say on this matter, but generally I am inclined to disagree. It seems to me nominations from the floor at the April meeting are still in order, especially given that the organization neglected to take nominations from the floor at the March meeting. Unless the bylaws specifically prohibit nominations from the floor at the April meeting, I think nominations are in order, and even if the bylaws do contain such a prohibition, I think such a rule could generally be suspended. "Note that the chair must call for further nominations at the session at which the election is held even if nominations from the floor were called for at a previous session." RONR (12th ed.) 46:18 The issue is not moot. If the bylaws authorize the board to approve up to $250 at their discretion, I am inclined to agree that, if the membership had never been asked about this, the board could have placed the ad. But the fact remains that the board did ask the membership, and the membership specifically decided not to place the ad. The board has no authority to override the membership's decision in this matter. You say the ad has not yet been placed. So the proper course of action is to wait until the membership meeting, and to then move to place the ad. The motion to Ratify will only enter into it if the board decides to go ahead and place the ad, notwithstanding that doing so means defying the membership. I must note that this is a dangerous strategy, as the board members are personally responsible for this decision, unless and until it is ratified. If the membership decides not to ratify the action, there could be consequences for the board. While in this case the financial implications of this are fairly trivial (I imagine the board members can come up with $40 if it comes to it), the board members could still be subject to disciplinary action. For more information concerning the motion to Ratify, see RONR (12th ed.) 10:52-10:57.

The chair, if a member of the assembly, has the same rights as any other member. So ultimately the simple answer to this question is "yes." The more complicated answer follows below. It depends upon the type of assembly that is meeting. In an assembly using the rules for committees and small boards (generally defined as a board with not more than about a dozen members present), the chair is as free to participate as any other member, including making motions. On the other hand, in a larger assembly, the chair should not make motions, in order to maintain the appearance of impartiality. If the chair insists on making a motion, the chair should turn over the duties of presiding to the vice chair or some other member until the motion has been disposed of. There is also the device of "assuming" a motion, in which the chair states the question on a motion without it being formally made and seconded. This is typically done when the purpose is moving along routine business, and not for the purpose of advancing a motion the chair personally supports. Yes.

It doesn't matter. If they're members of this organization, they have the right to make motions, and what other organizations they may belong to is immaterial. All of the background is very interesting and may well be reasons why the motion should (or should not) be adopted, but none of it has any parliamentary relevance. The motion is in order.

Yes. It seems to me no one is put on any "hamster wheel" unless the motion is adopted. If members believe that doing the research over would be a waste of time, the assembly is free to reject the motion.

I'm coming around to the view of my colleagues, including Mr. Honemann, that the proposed substitute was in order. I would note, however, that if the motion for the proposed substitute was adopted, a motion to Divide the Question to consider each of these amendments individually could have been demanded by a single member. Okay. This still doesn't make a lot of sense to me, but it's starting to make slightly more sense. In essence, the state party has default provisions for the operation of county parties baked into its bylaws. If a county party chooses not to adopt its own bylaws (or simply neglects to adopt its own bylaws), those provisions are controlling. So I still don't think it's quite accurate to say that, in such circumstances, the county party is adopting "the state bylaws" or is choosing to follow "the state bylaws," but rather that the county party is choosing to follow the portions of the state bylaws that govern the operation of county parties, in the absence of a county party adopting its own bylaws.

I would guess it was repeated because while the first vote provided a definitive result to us, no one in the board had any idea what "two thirds (2/3) majority vote of the entire Officers" meant, and therefore people started arguing about whether the motion passed, and they eventually decided voting again was easier than trying to figure that out.

I concur with Mr. Novosielski that these facts seem incomplete. Are you sure there isn't more on this subject elsewhere in the bylaws? The sentence "Elections for officers, and directors whose terms are expiring, are to be held each year at the annual membership meeting." suggests that the terms of some directors are expiring, and others are not, but does not give facts about which is which. Are perhaps the terms of office defined in the sections for particular officers and for directors? The reason why this is important is because there are two different removal procedures in RONR. "How can we get rid of officers we don't like before their term is up? It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer’s] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR. On the other hand, if the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term. Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]" FAQ #20 Based on the limited facts presented at this time, I would lean toward the fixed term/formal disciplinary procedures option, but it's possible there's more in your bylaws on this question. Not that it makes a huge difference, but I would suggest revising this section to one of the following alternatives: "Officers and Directors may be removed as prescribed in the current edition of Robert's Rules of Order Newly Revised." "Officers and Directors may be removed as prescribed in the parliamentary authority." You should also have a section somewhere in the bylaws that looks like this, so RONR can be referred to as the "parliamentary authority" rather than as RONR if it's referred to in other places in the bylaws. "Article # Parliamentary Authority The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt." Or even better, you might want to use one of these alternatives for this section, so it's clear which removal procedure in RONR you're referring to. • "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority." • “Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority.”

Okay. This still doesn't make any sense to me, but I'll just accept for the sake of argument that it makes sense to your organization. Based upon these additional (and rather strange) facts, I am still inclined to think that the chair ruled correctly on the motion to substitute, but for the wrong reasons, although I think the reasons I stated previously were also wrong. I believe the motion should have been ruled out of order on the grounds that the motion was not germane to the question of whether to "follow the state bylaws." The chair is not correct that the member's motion was equivalent to simply rejecting the main motion, because the member was not proposing to simply reject the main motion, but was also proposing other changes to the county bylaws. I believe the chair's conclusion was correct, however, that the member's motion should wait until after the pending motion was considered. But because I have admitted this situation makes absolutely no sense to me, I'm not sure my opinion counts for much. Well, the problem is that your situation "If the county does not adopt their own bylaws, they have to follow the state bylaws," is not one which is contemplated in RONR or in parliamentary law generally. Nor, quite frankly, does it make any sense. So that's why we don't have a good answer to your question. But if forced to answer, I would say that 12:22(2) is not applicable, because this is not equivalent to simply rejecting the main motion. If the member wanted to continue using the existing county bylaws with no amendments, that would be applicable. I would instead suggest that 12:22(1) might be applicable. What I am gathering from your discussion is that in your organization, the choice before the assembly is: Step One: Do we adopt our own bylaws at all, or follow the state bylaws? This is a binary choice, and amendments are not really applicable. Step Two: If we adopt our own bylaws, in what form should those bylaws be? Assuming my understanding of this is correct, then I think it can be reasonably argued that if a motion to rescind the county bylaws and follow the state bylaws is pending, a motion to amend the county bylaws is not germane. The concept of germaneness is discussed in more detail in RONR (12th ed.) 12:16-12:21. In the long run, I do think your organization should reconsider this whole concept. The state bylaws quite likely contain matters which will not be applicable for a county party, because they're written for the state party, not a county party. In the alternative, what most organizations do is still require constituent units to adopt their own bylaws, but draft a template of "default" bylaws for constituent units to use as a starting point.

I am inclined to agree with this principle as a general matter, but the facts of this situation are so unusual that I'm not sure I'm comfortable with that principle as applied in this situation. We are told that this situation involves three members who resigned and whose resignations were accepted by the Chair or by the Executive Committee (as Mr. Honemann says, the facts are "muddy"). It is disputed whether these persons had the authority to accept the resignations. More troublingly, there is a reference to "nonexistent" resignations. As I recall from previous threads, this relates to the persons withdrawing their resignations, although as I look back on all that, I see those facts are a bit muddy as well. In these particular circumstances, it seems somewhat problematic, to put it mildly, to accept as true the chair's claim that the three new members are validly serving, and the three "resigning" members are not, unless and until this ruling is overturned on appeal. To refresh everyone's memory, could you briefly summarize the situation regarding the resignations? Please describe a timeline of the actions in this matter, including: When the resignations were submitted What action (if any) was taken on the resignations by the full board, including the chair announcing the resignations at a meeting of the board When the resignations were withdrawn My understanding is the "decision" being referred to is the acceptance of the resignations. I don't believe Mr. Katz is suggesting a ruling by the chair has occurred at this time. Rather, I proposed that the method to raise a challenge in this matter would be for a member to raise a Point of Order that the acceptance of the resignations, and the subsequent elections to fill the "vacancies," are null and void. The chair would then rule on that point, and I believe that is the ruling Mr. Katz is referring to.

I take it your question is how to remove board members, and I understand your bylaws have no rules on that subject. If that is correct, please quote exactly what your bylaws say regarding the term of office for board members. There are two different procedures in RONR for removal of board members, depending on the language used for the term of office.