Josh Martin

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.

Persons who are members of the ad-hoc committee in question can vote in a meeting of the committee. Whether they are a member (voting or otherwise) of some other body is immaterial. So, is the person in question a member of the committee?

Fair enough. I suppose I will water my statement down somewhat and say that changing the quorum to a majority may be a decrease from the society's current quorum requirement. In any event, badly written or otherwise, the current rule means something, so the society will need to determine what that something is, and follow the rule unless and until it can be amended.

Your impression is mistaken. This is what RONR actually says on this subject. "The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend). However, action taken, as distinct from that which was said in debate, may be divulged to the extent—and only to the extent—necessary to carry it out. For example, if during executive session a member is expelled or an officer is removed from office, that fact may be disclosed to the extent described in 63:3. If the assembly wishes to further lift the secrecy of action taken in an executive session, it may adopt a motion to do so, which is a motion to Amend Something Previously Adopted (35). In making or debating such a motion, the members must be careful, if the assembly is not in executive session, to preserve the existing secrecy." RONR (12th ed.) 9:26 That is, while the general rule is that what happens in executive session is "completely private" and may not be divulged to nonmembers (except any permitted to attend the executive session), the text provides two exceptions to this rule. First, action taken in executive session may be divulged to the extent necessary to carry it out. Depending on the action taken, for example, it may well be necessary to discuss this with attorneys, accountants, other staff, and so forth. Certain actions may well even become fully public. Suppose, for example, the board hires a new Superintendent. While many of the details would likely remain confidential, the fact that so and so is the school district's new superintendent may well be publicly announced. Second, the assembly may further lift the secrecy of executive session, if it wishes to do so. So at least so far as RONR is concerned, the board could vote to disclose the "unredacted bills" to a person who is not a board member, if the board so chooses. (It seems there is some perhaps some dispute as to whether the board did choose to do so, but that is a separate question.) I would note, however, that it may well be there are also applicable laws governing the confidentiality of certain information. Since this a public body, there also are quite likely limitations on what the board is permitted to discuss in executive session, and/or rules providing that certain information must be publicly available. Questions regarding such matters should be directed to an attorney. A board is free to do conduct whatever business it wishes in executive session, so far as RONR is concerned. But public bodies are quite frequently governed by applicable law limiting the subjects that a public body may discuss in executive session. Such laws are frequently known as "Sunshine Laws" or "Open Meeting Laws." It sounds to me that is what the board member is referring to in regard to the statement "and that is not something that would be covered by executive session." Questions concerning such laws should be directed to an attorney. Also, while this somewhat unrelated to your question, RONR prohibits the use of straw polls. "A motion to take an informal straw poll to “test the water” is not in order because it neither adopts nor rejects a measure and hence is meaningless and dilatory. If the assembly wishes to discuss and take a vote on a matter without the vote constituting final action by the assembly, it may instead vote to go into a committee of the whole or a quasi committee of the whole (52). Under these procedures, the assembly considers the matter as would a committee, and its vote while in committee of the whole (or quasi committee of the whole) serves only as a recommendation to the assembly, which the assembly is free to reject just as would be the case with regard to the report of any ordinary committee." RONR (12th ed.) 45:72 It is ultimately up to the board to interpret its own rules, but I think it might quite reasonably be argued that "unredacted bills" does not fall under "conversations, discussions, or deliberations." Ultimately, I believe this is a question concerning your state's Open Meeting Law (or equivalent) and Data Practices Act (or equivalent) (and to a lesser extent, the board's own rules, although certainly the law will take precedence in the event of a conflict), not a question concerning RONR. I would advise that you seek legal counsel if you wish to pursue this matter further. I imagine the board has attorneys to advise the board on such matters.

I agree with all of this, but I'd note that in this particular instance changing the quorum to a majority would (amazingly) be a decrease from the society's current quorum requirement. So if a majority is still too high, they're going to have some problems amending the bylaws.

Based solely on the facts presented, it would appear there will be no budget for the organization starting April 1, 2024. It may be advisable, however, to check your organization's bylaws and applicable law on this matter. It may be they have some sort of "failsafe" for what to do in the event the organization neglects to adopt a budget. If not, it would seem advisable to adopt a budget as soon as possible. To the extent there is no "failsafe," I imagine the follow-up question is what happens now, and RONR has no answer to that question. What exactly adopting (or not adopting) a budget means tends to vary from organization to organization, and you will need to look to your organization's rules and customs to answer that question.

Certainly the organization could, if it wishes, amend the bylaws to simply delete the sentence in its entirety. If this is done, the quorum requirement will then be a majority of the members of the society, which is the default quorum for a society with an enrolled membership. The society will need to consider whether this is a feasible quorum or if it is still too high for the society's needs - if the latter, then a quorum requirement suitable for the society should be established somewhere, although as you suggest, this section may not be the best place for it.

Provided that the chair has not yet stated the question on accepting the resignations, and therefore the resignations are not yet pending before the assembly, the resignations may be withdrawn at any time, including between meetings. From the facts presented, this appears to be the applicable rule in this situation. After the chair has stated the question on accepting the resignations, the resignations may only be withdrawn with the consent of the assembly. As a result, while a member could certainly indicate his intent to withdraw his resignation earlier, the resignation could not be formally withdrawn until a meeting. After the resignations have been accepted, the resignations cannot be withdrawn at all, although the persons who previously served in the positions could be elected to fill the vacancies, which would have a similar effect. I don't think the former resigners need to do anything further, at least from the perspective of RONR. To the extent the chair was acting within the bounds of RONR, the resignations have already been withdrawn, and there is no need for any further action on the part of the former resigners. The chair, however, appears to be quite... creative, and is acting well beyond the bounds of RONR. So I don't know that I can imagine all of the "gamesmanship" that might be attempted by this chair.

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).