Joshua Katz

As I've said to many organizations that ask, parliamentary rules only help organizations willing to follow them. If you have officers not willing to follow them, that's okay, if you have members willing to enforce them. If you have neither, well, you have a hard time. But I still think you need an actual process for approving minutes outside meetings, and an understanding of what exactly your statute requires and does not require.

Sounds like a rule of order that can be suspended (the first part, that is). A special rule of order allowing the member parliamentarian to participate and vote was Mr. Brown's past suggestion. You can customize as you wish, though.

RONR has nothing to say on this. You'll need to consult your own rules and relevant laws, and potentially an attorney.

Is not too late! (Sorry, I'm not actually disagreeing, just quoting The Vampire's Kiss.)

I can't say if this is correct or not because I'm not sure I understand. If the minutes contain a list of how members voted on a vote not taken by roll call, in my view, they should be amended so that they do not do so. They should not be amended to change how the member in question voted, because that would make them inaccurate, because the member does not have the right to change his vote at this time. If the member wishes to record his new feelings about the motion for posterity, and potentially change the outcome, he should move to rescind something previously adopted, which would show an adept historian that he changed his mind.

I think what you have on the minutes is a clarity issue. Your statute provides (so far as you've told us, with the possibilities noted by Mr. Brown) that the minutes MAY be adopted by email or a few other methods. But that doesn't mean you must do so, which in turn means your president can't force you to do so. You also have the issue that the statute allows it, but doesn't specify how. At the least, it seems to me that your organization should adopt rules for this purpose. For instance, what happens if the vote doesn't carry? How long do members have to cast a vote? Can members change their votes ? And, most pertinently - what happens if two proposed minutes are distributed? However, I think the statute is ambiguous, and you should, if possible, ask an attorney what it means. I'm not sure what it means in the case where the organization has made no decision, but a majority of the board wishes to approve the minutes. Maybe it means they can (you seem to be assuming that, and it's not crazy) or maybe it doesn't. What if it's only a majority of those replying who wish to do so? It certainly doesn't mean the president gets to decide you're doing it by email, though.

This was discussed by the bylaws committee of an organization to which I belonged (not the one you know me from) but, as you suggest, it did not succeed. I suppose I can't help but agree that if neither having a chair who can preside well and in accordance with the rules nor hiring a parliamentarian is an option, then a member parliamentarian is all that is left. It seems to me, though, that it creates much trouble - such as the opportunity to appoint a parliamentarian with whom the president happens to disagree on some issues in order to shut him up. The "de facto" route avoids that, but creates its own difficulties. I think the best option might be, as you have suggested before, adopting a special rule of order on the matter rather than leaving it as a "de facto" situation with unclear rules.

I agree that this is the best interpretation of Mr. Zook's interpretation. I question whether the whole rule isn't simply null and void, though.

This looks like word play. Of course sometimes it takes more votes to get to 2/3 than to get a majority of the entire membership, but, in my understanding of words, that doesn't make it a higher threshold. Regardless, what I care about is the effect on this rule. My response was to Mr. Zook, who seemed to think that the rule could be validly adopted.

No, a member who regrets his vote can move to reconsider (if appropriate) or rescind or amend. But unless it was a roll call vote (was it?) their votes shouldn't be recorded in the first place.

Okay, but my question then is: what is the effect of adopting a rule which sometimes conflicts with a higher-order rule, and sometimes does not? I would think it would have no effect because, as a rule, it conflicts with the higher-order rule, and thus is null and void. You seem to be suggesting, if I'm following you correctly, that it, in fact, has effect in those cases where it does not conflict - or, to put it another way, that conflicts with a higher-order rule should be viewed "as applied," not "facially." Do I have that right?

In certain cases, not as a rule. One person voting yes and the rest abstaining is a 2/3 vote, but certainly not a majority of an eleven member board.

Because there is no such thing as a de facto parliamentarian. "The guy in the back of the room who knows the rules" is not privately advising the chair, and it is prohibited for anyone to advise the chair without the chair so requesting. "The guy in the back" is likely raising points of order, which is part of how people know he knows the rules. Knowing the rules is not a form of being parliamentarian. I think the practice of an organization having a member serve as parliamentarian is, in general, a poor practice. Either operate without one (and, preferably, have a chair who knows how to preside) or hire one. An organization to which I used to belong used to have the practice, which I found interesting, of both hiring a parliamentarian and having an "inside parliamentarian" simultaneously, who sat together.

Well, yes. That is probably one reason RONR does not do it. (Note the one instance where there is a right to speak last - the chair's right on a motion to appeal - is one where tilting the scales a bit in the direction of voting yes makes some sense.)

Okay, but 2/3 is not a higher threshold than a majority of the entire membership. Yes, but in parliamentary procedure, as in everyday life, we sometimes have to make decisions (can I turn right here?) about the law without consulting lawyers. For instance, if I make a motion, and someone raises a point of order that it conflicts with an applicable procedural statute, the chair will need to determine if it does or not, despite likely not being a lawyer. This is the ordinary procedure by which most people, most of the time, try to comply with laws. So parliamentary procedure does include doing our best (well, not our best, the assembly's best) to determine what applicable procedural laws actually require.

Everyone calm down!

Does this mean, as Guest Zev suggests, that the votes were added, or that two separate votes were held? If the former, I agree with Guest Zev. If the latter, it seems clear to me (my opinion, which is not binding on your organization) that the quoted language does not require, or even envision, two votes on the same motion.

Well, as a general matter, bylaw interpretation is a matter for your organization to address, not outsiders like us. In this case, though, I'm puzzled as to what the alternatives are supposed to be. Here's one that's obviously wrong - it can't be the case that you must hold a vote by mail or electronic media. What if you have nothing to decide? You write: That sounds right, and I can't imagine what else it could mean. For that, you ask: I am not clear what this means. Votes may be held by mail or by email. Nothing in what you've quoted (one reason we don't do bylaw interpretation, among many, is that you can't do it effectively without knowing the full bylaws) suggests that you can't vote the old-fashioned way, i.e. at a meeting. Is that your question, whether this provision prevents voting at a meeting? I would say it clearly does not, at least if RONR is your parliamentary authority. Voting at a meeting is the default - your bylaws may authorize other means, but unless your bylaws explicitly outlaw meetings, I don't see any argument to the contrary. (Well, I guess I can imagine one, but it's a bad argument.)

In RONR, a member may speak twice on a motion, and the maker has the right to speak first, but no particular right to speak last.

My guess is some manager used it to be mean he gets to unilaterally amend something, but that's just cynicism.

As was previously mentioned, a Google search turns up a procedure used in Congress. But the OP does not seem to be about a legislative body.

Belonged, although that's not terribly relevant here. I'll see if I can find a copy.

Why not simply buy a few copies of a cheat sheet, available from the NAP? It does not seem to me that creating these rules is analogous to standing - I don't think it is a step in the direction of conducting meetings properly. I think the way to take steps in that direction is simply to choose things to worry about, and things not to worry about. For instance, worry about things that impact the rights of members, but let other things go. Then, once the group has mastered what you think is most important, start pressing on a few other things. If you want into a dinner party and people are eating steaks with their hands, it's not the time to explain which is the dessert spoon, but neither is it the time to create new rules of table manners.

Is the former parliamentarian/former chair offering any suggestion as to what it is?

I doubt it. The word does not appear, so far as I know, in RONR. Do you have some context?