Joshua Katz

One member is wrong. A motion which was not adopted may be moved again at the next session, and the session after that, and after that, etc.

No rule in RONR requires the person to first resign in order to run.

The board cannot create a new position if the officers are listed in the bylaws. It may be able to assign the duties without the office, though, depending on what exactly the bylaws say. In most organizations, the membership, not the board, amends the bylaws, but whatever the bylaws say about their amendment should be followed. I don't see anything inadvertent here, though - the board members clearly knew the bylaw requirement and chose to ignore it.

Yes. Parliamentary procedure is not a matter of magic words, but of following rules. Here you have a rule in the bylaws; bylaws are only suspendable if they are in the nature of rules of order (which qualifications for office are not) or provide for their own suspension. Since, so far as we've been told, this rule does not provide for its own suspension, it may not be suspended. Part of the function of bylaws, by the way, is to control the board - in general, the members adopt and amend the bylaws, and use them as a tool to exert control over the board. The board, unless the bylaws say otherwise, has no power to waive a bylaw (unless in the nature of a rule of order).

This is a very challenging question. I guess if I were God I probably wouldn't care - being omnipotent and omniscient would lessen any perceived sting of insult. But then, if I were God and also wrote the Bible, I suppose I'd be a jealous God...hard to say, really. Maybe I'd say "I see they saved the best for last." Or make a joke about "I thought it was age before beauty."

Of course, I agree that's what the rules say, and what must be done if members are making motions using actual words. But I think there are times where it's unavoidable that the Secretary will need to do something with the minutes, such as a member saying "okay, I'll make that motion" when one has been described but not stated, and the chair does not state any particular language in putting the question. "Okay, let's vote." In the ordinary case, though, of course the Secretary must write the language stated by the chair, not an editorialized version.

It seems to me that the actual bylaws language might help more than the short summary we received.

It seems to me it would be proper to amend the minutes to remove the likely statement that a quorum was present, if the member is arguing that a quorum was not present.

While I agree that the minutes appear as the first item, not the last, in the standard order of business, I see no prohibition on adopting them at the end of the meeting. It seems somewhat impractical, but if the Secretary can have them written up and read them at the end, what's the problem, from a parliamentary perspective? In fact, there are instances where RONR does envision approving minutes (happy?) at the same meeting, such as short executive sessions. As to the second question, that members cannot see them written, RONR does not require they be distributed in a written form; reading them out loud is fine (if annoying), and members can correct them by paying attention as they are read. It is possible, though, that something else is being done incorrectly, making it impossible for them to make corrections. If so, please let us know.

Agreeing with the above responses, I'd point out that the inadequate time to read the documents could have been presented in debate as a reason to vote no. If it was, though, it seems not to have won the day.

Unfortunately, the answer to all this is "it depends." Taking it in order, first, there's probably no way to simply vote to remove people. Even the usual RONR language to make removal easier envisions replacement, not having too many. What's appropriate is a point of order, not a vote. Second, the board can amend the bylaws if the board has that power. Typically, the membership, not the board, can amend the bylaws, by following whatever procedure appears for doing so. If none appears, the default is in RONR and requires notice and a 2/3 vote. But really, it ought to be possible to figure this out. Leaving aside the matter of the extra people, how do you ordinarily choose your board members? Are they elected, appointed, etc.? Once you answer that, you should know what minutes to check to see what happened. Suppose there are supposed to be 5, and there are 6. Whoever was added 6th doesn't belong, and a point of order to that effect should be raised.

Well, I agree with Mr. Huynh that if you can identify who was improperly elected, they should be removed, but not knowing how it happened seems to complicate things. How do your election procedures work? (As a general matter, it is much easier to say how to do things right than how to fix them.)

And, agreeing with the above, it could be moved again even if there were no abstentions and the vote was unanimous against (although it would be unlikely to pass, perhaps). In other words, the number of abstentions and the closeness of the vote are irrelevant.

No, but I'm also not litigating the case (which is not yet a case). But I do question where we're going. We get it - you have a board that doesn't care about the rules and violates them left and right. You know that, and we know it (at least, we've heard your side of it). What does continuing to catalog violations do? We can't intervene. If you want to sue about it, you'll need a lawyer. Now legal terminology has come into the mix. I don't think this forum can do much for you - we can answer questions when the answers matter. I mean, we can also answer questions when the answers don't matter, and we're happy to, but it's not particularly useful. Ultimately, you can make the board care, you can make the membership care (and elect a different board and/or amend the bylaws to limit the board's power), you can sell/move, you can accept the situation, or you can sue. Beyond that, I think you're out of options.

In RONR terminology, directors are officers.

OC might do many things, but a) this is not a legal forum, and b) just as lawyers are sometimes bad at parliamentary law, parliamentarians who attempt legal prognostications are also likely to be wrong. Substantial compliance is a concept in contract law, and the only ways parliamentary questions are likely to arise in court are as matters of fiduciary or corporate law, or contract law. It's also a concept in agency law, of which fiduciary law is a part. So, should a suit develop out of a parliamentary question, substantial compliance is likely to be a relevant factor, the words not appearing in RONR notwithstanding. Furthermore, the concept arises from equity, not law, and such suits are quite likely to be equitable in nature. But that has nothing to do with whether or not a motion is in order. Organizations using RONR should not set as their test "will we be sued?" but rather a higher standard - let alone "will we win if we're sued?" Plus, most non-attorneys (and many attorneys who practice in other areas) don't know what "substantial compliance" means.

You are right that it need not be a new question, but we can't answer it. RONR states that applicable procedural statutes outrank your bylaws, but that does not allow us (as opposed to your organization, which must) to interpret statutes. You'll need to consult an attorney if you need assistance interpreting a statute.

No one has said anything, so far as I can tell, that suggests my answer up above was wrong, and I think it's the simplest and best answer. "You only get two speeches" even when adopted as part of a special rule (despite this rule already being in RONR) does not imply "you get two speeches when you're supposed to get one." It imposes a limit. If the sign says "all items reduced for quick sale to $9," this does not make $5 items more expensive.

She's not allowed to do that. Often, people know they're not allowed to interrupt speakers but do it anyway. Other times, they think they are allowed because, hey, I'm the chair. If it's the former, I'm not sure what we can say that we haven't said. If the latter, a gentle correction is in order - which, in any case, will tell you which it is.

I don't think so. It imposes a ceiling, not a floor, based on your description that it limits debate. If it were worded more expansively, though, maybe I'd change my mind.

RONR does not, but the Bible does (do not steal, and when you steal, give it back plus, if memory serves, double). So it wouldn't be unheard of. Although this rule is explaining why the motion is out of order, I don't think that makes the reason given (ambiguity would result) untrue. So I take it to mean that, if the motion is adopted despite being out of order, an ambiguous situation exists. I cannot think of a simpler textual interpretation, and I'm not sure why this has produced so much discussion. Suppose I say "tie your shoe, or you're likely to trip and fall." Suppose you then do not trip and fall. Are you likely to trip and fall? Of course you are, that's the point of the warning (unless I'm lying, but in the case of RONR that's not a possibility). If you respond "well, it would be absurd for you to say not to do something, and then give the consequences of doing it" and argue that, therefore, you're not likely to trip and fall once you ignore my "rule," well, good luck to you.

No, you move to amend the agenda while it is pending for approval. Or, failing that, you can move to amend it after adoption, but the vote threshold will be higher.

It is a good way to make meetings last longer by encouraging people to say in debate "if this is voted down, I will move..." Maybe they enjoy meetings?

This seems to depend on your bylaws. In general, the board need not approve what the membership decides, and may not reverse what the membership decides. But your organization may have special rules for the budget.

It seems pretty clear to me why they want to do it - "members" are required to do thinks like respond to alarms and attend training, while members of the auxiliary generally are not.