Joshua Katz

This makes no sense to me.

It's $5,000 to rent gerbil balls. They only rented like 4 of them. If you aren't familiar, these are human-sized gerbil balls that you run into each other.

This is a question about local and state law, not parliamentary procedure. You'll need to consult an attorney. If it turns out that a decision is made by a particular body, in its meeting, then parliamentary procedure will apply.

Is this a fire department?

This is a tasteful reply.

Certainly. I guess that raises an interesting question: can a notice summarize rules if those rules may be suspended? Arguably, a person could be dissuaded from attending who would have, had the rules been suspended, changed the outcome. But I think it's probably fair to charge people with sufficient knowledge of the rules that summarizing an existing rule in the call, without noting it may be suspended, should be assumed not to mislead.

I think the only way to solve this puzzle is to assume that some word or other is not being used in its parliamentary sense. I chose, for whatever reason, to treat "table" as being used in (close to) its parliamentary meaning, and reconsider as not - I made no assumption on agenda. Atul (congratulations on completing your PRP) chose to think table was being misused, a fair assumption as it is commonly misused, and to assume, like me, that reconsider was not being used in its parliamentary sense.

Well, let's begin with that. If someone can be restricted from participation without disciplinary proceedings, he does not have the full right to participate. But that aside, everything I've seen here (correct me if I'm wrong) has suggested non-members of the board may not vote at board meetings. By definition, if all members can vote, you're not having board meetings, but membership meetings. Since you've referred to board meetings, I've assumed only board members may vote. A person who cannot vote does not have the full right to participate in the proceedings. Note Mr. Honemann's first response above.

Passing a motion is the quintessential "action," as far as meetings and parliamentary procedure are concerned. So, yes, if it is claimed that a motion violates a state procedural law (as a point of order), the organization will have to decide whether this is true or not, through the ordinary process for deciding points of order (ruling by the chair, potentially an appeal). I realize people's minds recoil at this, and say "but it's the law!" The point is, though, that the reality is that laws require interpretation and application, and it's not up to the individual member to do that. When I, as an individual, do my taxes, I do what I think the law requires. Sometimes I'm wrong. Organizations are the same, and so it is the organization that decides. It so happens that, when a law is involved, the potential risk if the decision is wrong is higher than usual, but that's the risk of being human. Of course, the organization can get relevant input, such as consulting legal counsel, before deciding (just as I can consult an accountant or attorney before I file my taxes). In this instance, probably. Member is more general - whatever body happens to be meeting, "member" means a person with the full right to participate in the proceedings of that body. At a board meeting, that does not describe non-board members. Again, not always, but in the case of a board meeting, yes.

No longer is an action in contradiction to a substantive law null and void, only procedural laws. That aside, there is a deeper issue here. Rules are not automatic or self-executing. Actions become null and void only when a point of order is raised to deal with them, and the organization decides the matter. Otherwise, how would we know what is null and void, and what is not? We could rely on your judgment, but then others could say we should rely on their judgment, etc. What's more, this only applies to a continuing breach. Why? Because just what are you going to do about it if it is over? For example, if procedure is not followed at a meeting, the decision to, e.g., close debate by a majority vote, was in violation of the rules, but it means nothing to declare it null and void, since the meeting has ended. What it does not mean, is that the action adopted after debate was closed is null and void. Only the specific action which broke the rules - in this case, closing debate - could be void, and if it's all said and done, there's nothing to nullify. I do not understand the final sentence of this. It sounds to me, though, like this is like the situation I described above. The Chair restricted participation in violation of, perhaps, a procedural statute (we don't give legal advice here), but that act is now all done, and there is nothing left to nullify. Actions adopted after that are not nullified simply because they were adopted without input - just as in the example of improperly closing debate above. That's a legal question, but so far as parliamentary procedure is concerned, a failure of notice to non-members (of the assembly) would not nullify an act. Where a procedural law requires such notice, that law might govern, but that's a question for an attorney. A lack of quorum, upon presentation of clear and convincing evidence (a higher standard than preponderance of the evidence, a lower standard than beyond a reasonable doubt), nullifies actions taken. A lack of notice to members would nullify an act. Restricting non-member participation, even when required by law, would not, in my opinion, nullify the act. Despite the fact that procedural laws govern, I think there is still a difference between members and non-members. Since non-members cannot vote, no fundamental right was denied. Furthermore, the failure of anyone to object might well be seen as unanimous consent to suspend the rules, and your law (again, ask a lawyer) permits the board to restrict participation by non-members.

Well, I suspect the website has not been up for 75 years. That aside, while in context the change might be worrying, it still has no parliamentary meaning. If they are planning to meet and conduct business, then (absent something in your rules of which I am not aware) anything they do will be of no effect. Since this will happen just before your actual board meeting, presumably you'll learn if they tried to do so at your real board meeting. This would (based on my experience with people flouting rules) take the form of an announcement - we've decided to spend $5000 on gerbil balls at the picnic, now, onto the next item. . . . When that happens, raise a point of order. Presumably, if your board has 27 members, and at least 25 are present, you can win on appeal even if every one of the 12 at the fake meeting votes to sustain a ruling that they can do whatever they want. Since people might like the thing they decided to do on the merits, you'll need to make clear in debate that the board could do the same thing - the issue on appeal is whether to set the precedent that 12 people can get together outside a meeting and take action. (That precedent won't actually stand, but will lead to future misdeeds.) You might run into an argument that "I can vote to sustain, and we'll get the gerbil balls, or I can vote to overrule, and then we'll vote to get the gerbil balls, so stop wasting our time." It's important to explain the principle involved. It's a little harder if they take action but don't mention it, then you find out the next day money was spent or whatever. At that point, it could well be a question of disciplinary action. To avoid that outcome, you might inquire about whether they purport to take taken any action.

I realize I didn't address your question head-on, so if we can be of more assistance, please let us know.

I don't understand what I'm supposed to presuppose. It seems most likely to me that I should suppose that the entire board was told that this group will be meeting and no one else is invited. In that case, they still cannot conduct business. If notice was given of a special meeting, and only this group showed up, and that notice was in accordance with whatever rules exist in your bylaws for calling special meetings, and a quorum was present, they can conduct business. I think what you're really getting at, though, is whether a quorum can take action outside of a meeting, or, put another way, whether a quorum getting together, on its own, a meeting makes. The answer is an emphatic no. (I had an organization do this once when I was a member-parliamentarian, despite my repeated urgings to the chair that it was not permitted. A point of order was made at a real meeting, and yet the ruling that it was permitted was sustained. I resigned shortly thereafter.) If such a thing were the case, just think of the paradoxes. Some organizations, many in fact, have a quorum that is smaller than a majority. So, in theory, two quora could be meeting at the same time, and making contradictory decisions. Paradoxes aside, the abuses are obvious - you could hand-pick your quorum. For that reason, the rules are simple: business takes place at a meeting, not any random time a quorum of people is present. Some states, though, choose to muddy the waters for particular organizations by declaring, in their open meeting rules, that a quorum may not meet for lunch or whatever. That muddies things, but that just means it makes the truth hard to see, not that it changes what is on the bottom of the sea. If a group chooses to break the law and meet for lunch, they still cannot conduct business. Those same laws often muddy the waters further by allowing for certain emergency meetings without notice, and of course where a procedural statute conflicts with your rules, you follow the statute (at least if RONR is adopted in your bylaws - I am not sure what to do, other than the simple "follow the law so you don't go to jail" thing, if an organization adopts RONR by custom or in its special rules of order, or somewhere other than the bylaws - if it does that, can the hierarchy of rules in RONR govern over what the bylaws say?). But the emergencies they carve out are usually very narrow, and not applicable in most cases - but they do help confuse people. (The observant reader might guess my personal views on sunshine laws, despite my teaching CLEs on the Sunshine Law in effect in my state.) So, no, telling people "we're meeting without you" does not satisfy notice for a meeting, where the people told are members of the body purporting to take the action. What we still do not know, however, is whether these 12 form, according to your bylaws, a separate assembly. Such an arrangement, known as an executive committee, a "board within a board" or several dozen other terms, is not all that uncommon. If so, the answer will be more complicated and will depend on the powers given that assembly (I say assembly, despite the fact that it is called a committee, because almost always such a body would be in the nature of a board.) Finally, there is no parliamentary meaning to the arrangement of your website. (The layout you describe does, in fact, sound benign to me, but that's just my opinion.) Your organization is free to decide how to arrange the website, of course, and to use parliamentary means to do so - i.e. motions and the like. But the website arrangement itself has no parliamentary meaning, for good or ill.

I agree, with the caveat that there could be a bylaw provision (albeit one I would dislike) allowing for revision or amendment without debate, and this statement could simply be a summary of that rule.

If a motion to lay on the table (which is almost always out of order) is adopted, the item can be taken up at the next meeting, provided it is within a quarterly time period, by a majority vote. If it is not taken up at that time, or if the next meeting is not within a quarterly time period, the item dies and would need to be made anew. At least, that's the usual answer we give, and it suffices. In my opinion, though, it is a misleading answer, because it implies that somehow making the same motion over again is an arduous task, which it clearly is not. So I would add that the actual effect of being "on the table" has nothing to do with avoiding the hard work of making a motion, but rather has to do with what the society cannot do while the motion remains on the table - i.e. it cannot take up other business on that item until the motion is finally disposed of.

The response to a parliamentary inquiry is not appealable. If you rise to a parliamentary inquiry and do not like the answer, the solution is (depending on the context) either to just do what you think you are allowed to do and wait to be ruled out of order, or to make a point of order and prepare for it to be found not well-taken. Then you can appeal. The response to a parliamentary inquiry is simply what the chair thinks - it has no effect on the proceedings, and it cannot be appealed because, whatever the assembly might think, the chair will go on thinking whatever the chair thinks. It seems to me that we might be missing part of the situation until the OP chimes back in. The use of the term "moderator" makes me think this is something other than an assembly generally following RONR. It might be one of those assemblies that talks endlessly, then makes a motion. The answer will remain the same, with the caveat that the practice is also mistaken.

Good catch, thanks.

Prior notice of a motion requires stating intent at the prior meeting, or giving the precise language with the written call. Is the precise language of a motion in the notice, or just the subject? If the latter, which I suspect, it requires a 2/3 vote to rescind or amend. It can also be accomplished, though, by a majority of the entire membership - i.e. yes votes from half the number of people on the board, regardless of how many are present and voting. Depending on the numbers, that may be easier than a 2/3 vote. I'm a little confused about the question about when the appropriate time to introduce the motion is. Of course, I'm not privy to your organization's customs, but it sounds as if you adopt an agenda (note: you reference the matter being on the notice/agenda for discussion, but in fact, unless your rules say otherwise, the agenda is adopted at the meeting, and may be amended). If so, and if you put this matter on the agenda, it should be introduced when it is reached. But there is no real need, in most organizations meeting more than quarterly, for an agenda. In any event, if i misunderstood and you do not adopt an agenda, instead following the standard order of business, the motion should be introduced as new business. Or it's possible I misunderstood your question. If, instead, you're asking when, in the discussion of this very topic, the motion should be made, then the answer is: at the very beginning. While many organizations do otherwise, according to RONR (except under small board rules) discussion is only permitted on a pending motion. Even under small board rules, it is generally a good idea to make a motion before discussing it if you know what you want to move. This allows people to know what the subject is (in the form: should we take this particular action or not?) and thus have a more productive debate. If someone wants to address the same matter in a different way, they can do so through various motions, such as amend. Finally, you ask if the motion should be rescinded or amended. That really depends on the circumstance. From what I can tell, though, it seems as though the organization still wants the raise the property (whatever that means), but by a different method. In that case, the motion to amend something previously adopted seems best - amend by striking the method and inserting a different method, if the original motion is worded in a manner which permits doing so. If not, another option is to rescind, and to then adopt a substantively different motion which still raises the property, but by doing different things.

Mostly. Regardless of whether the parts can stand independently, divide the question is applied when the motion is pending. In principle, it could be used after adopting reconsider, but reconsider is probably out of order. I agree that the right motion is rescind or amend something previously adopted, and amend seems to make the most sense. As for a special meeting, they would need to check their bylaws to see if they can call special meetings. I agree that if they've entered into a contract, it becomes a legal question if the other party is not willing to change it.

I'm not sure this changes my opinion that this is more of a legal question. Hmm, well, leaving aside that I just noticed you are fill-in parliamentarian, what happened when you raised the point of order? Did the chair rule? The only thing worse than getting old, is not getting old.

Or the NAP website.

I don't have my book in front of me, but I assume you're referring to the rule that a rule in the bylaws requiring a balloted vote may not be suspended, and applies even when an election is uncontested. That rule applies as well where the constitution requires a balloted vote. The constitution "outranks" the bylaws. Think of it this way: if the constitution required a balloted vote, and the bylaws said "under no circumstances should there be a balloted vote," you'd follow the constitution and hold the vote by ballot. Additionally, RONR provides that rules in the constitution not clearly in the nature of a rule of order cannot be suspended, just as is the case for the bylaws.

Well, while this has answers from a parliamentary perspective, I'm going to decline to answer because of the obviously legal situation and the likely interaction of complex criminal procedure laws, federal and state. If there is a question of procedure in a grand jury, it should be directed to available counsel. I note, though, that you didn't say anything about objecting to this or raising a point of order. As a general matter, people doing something you think is out of order, when you haven't spoken up, doesn't mean what you think is out of date. It could mean they are wrong. On another matter, according to RONR, a motion to not take any action is out of order. For example, a motion to not modify a schedule would be out of order. But that is a side point, and has little to do with your situation.

On a minor point, note that minutes should not include the content of discussion. You can raise a point of order at a meeting in place or, or in addition to, raising the issue with the chair. Personal attacks are out of order, as is debate not on the pending motion.

I would agree; I guess I could have included my answer as well. After all, someone could always move to amend.