Joshua Katz

As I said in my previous replies, it depends where the Standing Rules came from - just above what you are quoting, you'll find my note that it applies only if they were adopted by the board in the first place. Later posts have called that into doubt, and have even called into doubt if these are actually standing rules, in RONR terminology, rather than bylaws. But, in the event that they are standing rules adopted by the board, the correct way to amend them is by using the motion to rescind or amend something previously adopted. This is harder to adopt than an original main motion - it requires a 2/3 vote, a majority vote with notice, or a majority of the entire membership (of the board, in this case) voting in favor. That's what I meant by voting threshold. In the future, that would be the correct process (if, again, these are standing rules adopted by the board). The question is the remedial one, where you've passed dozens as if they were original main motions. On that, I take the position that they can be treated as amendments which were stated improperly, and perhaps adopted by an improper threshold, with the facts now lost to the sands of time. It doesn't mean you should continue to treat them as such moving forward, though. But, as I said, later posts have called this into doubt for me. It now seems likely that all the board actions discussed were improper, and null and void.

Who is "they?" If the membership, then I would say you need to follow the Standing Rules as written, and ask the membership to amend them if they aren't working for you. Each time your board decided that it didn't like what the membership said, and adopted a motion to do something different, it was violating the rules and its actions were of no effect. The presence or absence of printed copies doesn't change that, nor does printing out materials detailing the ways in which the board chose to deviate from the rules adopted by the assembly. The membership is in charge, and the board has only the powers given to it. That said, I'm not so sure we're even talking about standing rules, in the RONR sense. If the documents lists officers, it is probably a set of bylaws in parliamentary terminology. Certainly your board may not deviate from those. Where standing committees are listed in the bylaws, no other standing committees may be created, except by amending the bylaws. It sounds like your board has even been tinkering with its own membership in violation of the bylaws! In government, such an action is called a "coup." In ordinary organizations, it is called "violating the bylaws." It has no effect. Finally, your President is wrong in that she said too little. The problem is not that the document was not updated, but that your board has no power to change it.

How did that happen? More specifically, who adopted the Standing Rules? If the assembly, then the board has been misbehaving in making decisions contrary to those rules, since they have application outside the meeting context and may not be suspended. If the board, the board can amend them. The below assumes the board adopted them. Any motion with continuing effect is, in essence, a standing rule. If an organization compiles standing rules, it should do so by listing all such motions. They should be removed or amended by the motion to rescind or amend something previously adopted - which is the appropriate motion even if the organization does not create a document listing its standing rules. In this case, it sounds like that was not done; rather, an original main motion was adopted which contradicted the existing standing rules. I suppose my thought is that the motion should be understood as a motion to rescind or amend something previously adopted, and, although no effort was made to verify that the vote threshold was met, the chair declared it adopted and there was no point of order, so the standing rule should be the new motion. In the future, though, your organization should use the correct motions to modify its standing rules. Some will argue, I expect, that no motion is in order which contradicts a rule, so the adopted motions are null and void, and the organization should now consider all of them as properly-phrased motions. I have sympathy with this position, but I also have sympathy with the struggle the organization would have in implementing it.

No. Edited to add: I misunderstood the question.

If the committee (which I suspect may be a board) adopted a motion setting the schedule, I don't see why the chair could unilaterally amend it simply because it involves "internal politics."

I struggle with this theme often: just when are the bylaws "silent?" I've come to a restrictive view - the bylaws are silent only when they say nothing at all. When they say something, RONR does not apply. As a result, I agree with you. (Also as a result, organizations should be cautious about adding things to their bylaws that are already in RONR "just because.") I am puzzled by the use of an inner and outer envelope in a context where the vote is not secret. What's the point of the inner/outer thing if not to maintain secrecy of the vote?

Well, sure, but not "simply." Under RONR, it would be simple. Under the corporate code, it is often a byzantine process to get a matter onto the shareholder meeting agenda. Only certain items can before the meeting at all for binding actions, others are precatory in nature, and it is usually a challenge, often involving some satellite litigation, to get anything onto the agenda. I certainly empathize with the desire not to do it again, but I cannot answer whether it must be done again.

Of course, but you'll need to say more in the disciplinary process. If I were asked to vote on discipline, and the complaint said that the member had voted no on a motion and questioned the appointment of tellers, I know how I'd vote, if no further evidence were presented. I'm sure there is more evidence, so if you do go the disciplinary route, I'd recommend being sure to include it.

Well, if he wants to change some other action, it seems the same motion (rescind or amend something previously adopted) will work just as well.

You can ask anyone to do anything. Whether the member does so is another story. None of what you've described, though, sounds to me like sabotage. Members have the right to vote, and to vote in a coordinated way. As for challenging the process for appointing tellers, well, it might be better to simply make a motion ahead of time about how tellers are appointed, but asking about it is not improper if the rules of decorum are followed. You say the member "admitted" to voting no, but so what? On a yes/no question, both answers are permissible. Anyway, that's just my opinion, and I'm not a member of your organization. You can ask her to do whatever you want to ask her, but if you want to kick her out, you'll need to follow the disciplinary process, either in your bylaws or in RONR.

I don't know another way to say this: we can't answer corporate law questions. Whether an item which makes it onto the agenda for a shareholder meeting, going through the process in your corporate code, expires at the end of the meeting when no action is taken, or does not, is a matter of corporate law. RONR has nothing to say about it, because so far as RONR is concerned, there is no such procedure - shareholders would, if there were no corporate code, adopt an agenda at the meeting and include whatever the body wishes on it. Because the entire matter is governed by law, there's nothing we can tell you that is useful. (One thing I think we can say is that the 'originator' of an agenda item has no special powers - i.e. when the item comes up, anyone can make a motion on it, not just the person who got it onto the agenda, although apparently that didn't happen, either.) This is a legal question, and thus beyond the scope of this forum.

We can't answer that on this message board. The only obstacle to bringing it back up is your corporate laws, which impose limits on what may be presented to the shareholders and impose requirements to get an item on the agenda. All of that is outside the scope of RONR, and therefore of what we can give advice about. You'll need to ask an attorney, or perhaps a parliamentarian who has experience with corporate procedures in your state.

Well, then under RONR, "lay on the table" was certainly misused. However, I am now more suspicious that this is really a legal question, or at least one for a parliamentarian intimately familiar with the governing procedure and this corporations governing documents.

Agreeing with Mr. Martin, that is all according to RONR. It is possible that the Washington corporate code (although I think Washington uses the model code, but I'm not sure) treats these matters differently. For that, you'll need to consult with an attorney, though.

He can send an email saying he does not support it, but it has still been adopted and the email won't change anything. If he'd like to change something, he can make a motion to rescind or amend something previously adopted, which requires a 2/3 vote, a majority vote with previous notice, or a majority of the entire membership voting in the affirmative, any one of which will suffice. In the unlikely event that the session has not ended, he can also move to reconsider on the next day of the session (presuming he voted on the prevailing side). Finally, if this is in committee, reconsider may be moved at any time (and he need only not have voted on the losing side).

Fair point. I read too much into the question.

See Chapter XX, unless your bylaws contain their own disciplinary procedures. Also, how does one sabotage voting on new members?

While RONR gives illustrations, I don't take it as a rule per say. I like to use three columns: the current text, the changes shown as mark-up (strike crossed out, insertions in bold, then either highlighted or in a different color), and the text as it will appear if the amendment is adopted.

This staff person doesn't know what he's talking about. Meanwhile, your organization would do well to remember who reports to whom - i.e. staff reports to you.

The answer can only be found in your rules, since RONR contains no posting periods.

I agree that the idea of a subcommittee having powers not given to the parent committee is absurd (that which one does not own, cannot be given away). However, if I remember correctly, the OP is involved with a political organization, and the term Victory Fund generally refers to a joint fundraising committee, which might very well, once established, have authority under law regardless of bylaw limitations. I think this is primarily a legal, not parliamentary, question.

The President 'counts,' so to speak, if voting. If not voting, there is nothing to count. The same is true of every member - the calculation is of those present and voting. If the President votes, his vote counts both in the numerator and denominator. If not, then neither.

The member can move to amend the agenda, which is a motion to amend something previously adopted and requires a 2/3 vote or a majority of the entire membership. Alternatively, he could move to amend the agenda before it is adopted, to add his business item, which will require only a majority vote. Or, if your board meets quarterly or more often, RONR recommends against adopting an agenda in the first place.

First, what you received, unless laws or your rules say otherwise, is a proposed agenda, not an agenda. It becomes an agenda when (and if) the assembly (in this case, the board) adopts it. As a result, the board is not required to vote on anything, because the board can amend the agenda before adopting it (or not adopt one at all). Second, ordinarily, you would not be voting on reports, but rather recommendations contained within reports. Third, an agenda should not say who will make a motion. It is not a script, nor is the meeting a play. Rather, it should list the item of business that will come up. Fourth, no motion is needed for the approval of the minutes (happy everyone?). Rather, the Secretary reads the minutes (if necessary), the chair asks for corrections, and once all corrections have been dealt with, by unanimous consent or a majority vote, the chair announces that the minutes stand approved, there being no further corrections. Fifth, if you are using small board rules, the chair may make a motion, but no second is required. Sixth, where a committee, report contains recommendations, the committee chair (or person making the report) should move their adoption, and no second is required (even if not under small board rules) because they are moved on behalf of the committee. There's no need to be overly formal here, though. Where an officer report, by contrast, contains recommendations, someone else should move their adoption, for some reason. If a report is, for some rare reason, to be adopted in its entirety, I suppose it is appropriate to say that the chair will entertain a motion to that effect. If this is happening routinely, though, your board has gravely misunderstood some aspect of parliamentary procedure, most likely (which is a common enough scenario).

And, to (not) answer a perhaps-implied question, any impact on this question relating to the tax status of the organization is beyond the scope of this forum, and would require consultation with a (tax) attorney.