Joshua Katz

Well, I'm not going to belabor the point, but I am more firmly convinced than when we began that characterizing a group of volunteers who clean the kitchen as a "committee" and then fretting over whether it is standing or ad hoc, considering that its task has nothing to do with producing reports or acting on behalf of the organization, is formality for its own sake and causing needless stress. Backing up a minute, here's where I think things stand in terms of actual parliamentary issues. Boards cannot, as a matter of practice, bind future boards (a board could, e.g., lobby the legislature to create a law which governs the organization, but that's not really what I'm talking about, and even then, the next board can lobby them to repeal it). What they can do is increase the costs for future boards of engaging in one action or another, and thereby influence future decisions. For instance, by adopting a standing rule, they can change the vote required for a future board to do something different, from a majority (or less, if the "something different" is refraining from action) to 2/3. Bylaws are meant to bind the board, but even they don't do so in an absolute sense, they are just relatively harder to change, and usually cannot be changed by the board itself. Even though RONR singles out standing committees for discussion, the fact that where the bylaws specify certain standing committees, the board may not create more, is not something unique about committees. It is an instance of the rules of bylaw interpretation. The reason that the board may not create standing committees when the bylaws specify 4 is that the bylaws are essentially saying "there are THE four standing committees." But there is something special about standing committees - they exist from term to term. When the board is capable of creating standing committees, it has, as discussed above, changed the distribution of costs for future boards as concerns appointment - if the future board wishes to do away with a committee, it will need to do so by a higher threshold than would be required to simply not create the committee. So, in answer to Mr. Martin's point above, I would maintain that, yes, if the board attempts to do what it may not do (create a standing committee), it has succeeded in creating an ad hoc committee. When the committee ceases to exist at the end of the term, the board has been prevented from imposing on the future board. So, whether you treat this as a failed attempt to create a standing committee, creating an ad hoc committee, or (the clearly correct answer, in my view) something far simpler, the result is always the same - the people can clean the kitchen, and then the next board can decide if it wants them to continue cleaning it, or wants to do something else instead (hire a cleaning company, outsource food service, let the kitchen get dirty and attract bugs, etc.). So, in conclusion, they should clean and cook, and the organization should worry about other things, such as whatever its point happens to be.

Well, it's been a topic of some debate on this forum, but my opinion would be that there's no reason you can't do things at an inquorate meeting you could do without a meeting, such as having discussion. I would note that holding hearings is not in that category (even though one can characterize it as "just hearing people talk") because, while you can, in my opinion, hear from people, you probably won't have fulfilled your obligation to hold such a hearing if it occurs without the ability to conduct business. In my opinion, discussion is fine. Public comment is probably fine, but does not fulfill an obligation to receive it. I have no idea what "working on tasks that were previously adopted by a proper vote" means, but my guess is either it requires a quorum, or it shouldn't be done at a meeting anyway. Nothing should be "tabled" (as is mostly the case even with a quorum), as any motion should, instead, be ruled out of order in the first place.

I've heard of other misues of the word committee, yes 😉 . Of course, the issues this organization is raising don't come up with Christmas Party or July Fourth committees, because it's obvious when their work terminates. Their problem is that they are using the word committee for something not involved in decision-making (another distinction from the committees with power discussed here), and they want it to last for an indefinite time, and their bylaws specify their standing committees. Normally expanding the word "committee" in this way doesn't cause a problem, but here we have a perfect storm.

I don't know what I should do with this. Sure, taking care of the kitchen can fall "within the purview of a committee." But the point is that it doesn't have to. In fact, I think this is what is causing all the trouble here to begin with. See below. Why is anyone confused about this - or, more precisely, what is the "exact nature of an ad hoc committee" referenced? The only answer is that an ad hoc committee goes away after making its final report. But that is confusing in this instance, because there is no "final report," and likely, no reports at all. Why not? Because the job is cleaning out the fridge and straightening the cabinets, not holding meetings and producing reports. If the committee had something to do with decisions (in the classic version, making recommendations which lead to the assembly making decisions, which is why a committee is not a deliberative assembly), we wouldn't be confused. Either it would have a final report, after which it would go away, or it wouldn't, in which case we could easily say "yea, you created a standing committee outside of those authorized in your bylaws, and it was out of order." That we haven't said either reflects the fact that we're shoehorning a group of people cleaning the kitchen into a structure - i.e. committee types - not logically connected to it. Now, to Mr. Brown's point, if you have a committee, it can be empowered and charged with cleaning the kitchen. A good example would be a committee which already has kitchen responsibilities, which is then instructed to also clean the place - or, perhaps, which comes in with a recommendation that the fridge be cleaned out, and is told "you do it." No problem - and we'd have an underlying committee we can logically classify as standing or ad hoc. But this could just as easily be done without invoking the word "committee" in this case, since it's a new group which doesn't make recommendations or reports, or likely hold meetings at all - instead, it's members show up on Tuesday or whatever, clean up, and then cook dinner. That act has nothing to do with parliamentary procedure at all, and I think it is ludicrous (although it follows perfectly logically once you do the shoehorning) to claim that the bylaws prevent the board from asking people to clean the kitchen, but only if they are to do so beyond the issuance of a final report which is neither expected nor desired. That said, if the bylaws prohibit creating standing committees, and you create a committee, it seems the least destructive thing to do is to call it an ad hoc committee, and if no final report is made, it goes away with the term of the current board - and the next board will, I would predict, also want people to clean the kitchen too. In short, I think there's far too much dragging of parliamentary apparatus into the kitchen here. Remember that RONR tells us itself that it is about deliberation, not action, and that, strictly speaking, executive tasks outside of the meeting (i.e. the physical running of the organization) are not parliamentary. So far as RONR is concerned, for instance, the job of the president is (as the name indicates) to preside. If you also want the president to rent the bowling alley on Thursday nights, you won't find anything in RONR giving that instruction. I think it's clear that cleaning the kitchen falls into the realm of physically doing things, not deliberation. It is not the adoption of words.

Well, I don't really understand what's going on, but it sounds like this might be a public body of some sort. If so, there are likely to be applicable laws, and you should see what they say. RONR does not prohibit people requesting things (such as requesting a resignation) and is about meetings, not locks, signs, or websites. That said, it does have rules about the conduct of business at meetings, and if members are somehow being denied their basic membership rights, that is an issue - although how to bring it up is unclear if you are not able to get to a meeting. As for the grants, again, RONR is about procedure, not outcomes. What RONR says about it, to the extent it says anything, is that absent a bylaws provision, members can only lose their membership rights via a disciplinary process.

You are correct. Your bylaws govern when they conflict with RONR. That would depend on what exactly you put into your bylaws (and anything else that might apply, such as an applicable procedural law if a public body or otherwise regulated, etc.). You could write a bylaw provision allowing for dismissal without notice or an opportunity to offer a defense. The wisdom of doing so is another story.

I'd need to see the wording of the motion creating it.

Twice on a particular matter.

No, or, at least, not exactly. The bylaws need not mention any standing committees at all. If it does list standing committees, though, those are the only standing committees. That said, the fact that a duty will need to be done in the future (presumably) does not necessitate a standing committee. In fact, from what we've heard about this, aside from the "petty cash" thing, it's not clear to me that a committee is needed here at all. The committee is not making recommendations, from what I can tell, to a parent assembly. It is not taking actions in the name of the organization. It is, apparently, putting things in the fridge, organizing the pantry, and maybe cooking meals at certain times. It has no deliberative or parliamentary function at all. In short, it looks like a group of volunteers who do things in the kitchen, and I see no reason a board empowered to conduct the affairs of the organization can't appoint a few people to clean up the cabinets.

Well, I don't think organizations require them, in the sense of having rules about it, they just have chairs who ask "is there a second?" (Or, my personal favorite, members who shout "second" and chairs who then say, every time "Mr. Smith is nominated, also, seconds are not required for nominations, are there any further nominations?) On self-nomination - why? Clubs and organizations, by their nature, have less involved "campaign" processes than, say, politics. We don't think it unseemly when a politician decides to run for an office rather than someone else asking him to, and I think the formal nomination at a meeting is somewhat analogous. Or, to be more direct - if I think I am the best person for the job, why shouldn't I nominate myself?

Well, in practice, how do membership meetings happen? The assembly claimed to say there are now 2 membership meetings. In reality, the meeting probably isn't going to happen unless the board books a room, sends out notices, and makes all the other logistical arrangements. The bylaws may well say that the board does these things (I know mine do). Even if they don't, how else will it happen?

I think, taken literally, I agree, but I'm not clear on just what the board can and cannot do. We know the board cannot take action contrary to actions of the assembly. But is the action of permitting itself to take action an action? Is the amendment an action? It isn't clear to me. If not, then there's no action, and nothing to declare null and void. But suppose the board is supposed to make arrangements for the membership meetings. In 6 months, it faces the question as to whether or not it should do so. I'm not convinced it should do so, as required by the illegally adopted bylaw amendment, although I'm not convinced it shouldn't, either.

Also, while a percentage is not, we're told, workable for your organization, you might consider setting a smaller number.

Mr. Brown - in your opinion, when should that meeting be held if it is a regular, not special meeting, and what is the vote threshold for ratification? Further, what if it is a regular meeting and no notice is given as to amending the bylaws - may the amendment still be ratified?

This is both wrong and illogical. The numbers you used for the board meeting where total membership (7) and those in attendance (5). The numbers you used for membership meetings are quorum (25) and those present (23). These fractions can't be compared. Even if they could be, though, your bylaws specify a quorum of 25. Without a quorum, you can adjourn, recess, set an adjourned meeting, or take actions for the purpose of gathering a quorum. You cannot decide "we don't care" (well, clearly you can, but in the same sense I can commit crimes) or decide that, on the basis of some odd comparison to a different assembly, it's "good enough." Actions may not be taken without a quorum. A motion to suspend the quorum rules is out of order, both because the rule is not suspendable (it is not a rule of order and it is a bylaw) and because it protects absentees (the whole point of a quorum). The president ruled incorrectly, and the fact that such a motion was made, in my opinion, provides rather "clear and convincing evidence" that a quorum was not present, allowing a later point of order to invalidate the actions taken. I would say no. Only a membership meeting, absent some special provision in your bylaws, can decide a point of order relating to a membership meeting. A point of order should be raised at the next membership meeting, and it should be well-taken. Boards, though, may not take actions conflicting with decisions of the assembly. But a more interesting question is whether the board is obligated to act on the so-called decision of the assembly, knowing it was invalid and subject to being declared null and void at the next membership meeting. I would say no to this, but stay tuned for other answers. Here's why I would say no: the board may not take actions inconsistent with actions of the assembly. Although it's not entirely clear, it seems to me that there is no action of the assembly here, because actions such as these require a quorum. So the board has nothing it must behave consistently with. So not only did this group of 23 people decide, despite a rule solely intended to protect absentees, that it would just ignore the rule, it did so in order to change the bylaws? I'd make a motion to discipline, or at least censure, every person who voted in favor of this (if it was by roll call) if I were in the organization, and/or the presiding officer who ruled such a thing was in order. I note that, while RONR provides specifically that the lack of a quorum may be challenged at a later meeting by clear and convincing evidence, it also provides that violations of the bylaws (such as claiming to amend the bylaws outside of a quorate meeting) are always continuing breaches, not subject to timeliness requirements (or, in my opinion more correctly, always timely until the bylaws are correct). The next meeting could, if it wished, adopt the amendment (if any applicable notice requirements have been met). Back to the interesting question: when will that be? All this is quite outrageous, but it isn't clear to me that the best solution is to not allow it to be corrected for a year, when the option to correct it in 6 months exists. I look forward to hearing from others on that.

Well, I think it depends on what "adding" means. It could just mean that they want to distribute them together, as a printed package.

I agree with Mr. Martin, assuming we all mean the same thing by "long-noticed."

Rules in the constitution/bylaws may only be suspended if they are clearly in the nature of rules of order, or if they provide for their own suspension. I don't know the answer to the second, but qualifications to serve as an officer, including term limits, are not rules of order, so they cannot be suspended unless the language of the rule allows for suspension.

Well, that changes everything. Reconsider can no longer be moved. Reconsideration, as opposed to the vote on appeal, is properly based on the merits, as an aside. But it is likely that you don't mean reconsider, but rescind. In that case, the motion required a 2/3 vote or a majority vote of the entire membership, neither of which was present on these facts. Thus, it failed initially anyway, unless there was previous notice. Was there?

You've got my point correct. I do agree with Mr. Martin that, had the issue been caught when the motion was (not) adopted, the point of the law would be precisely to ensure it passed (I'm allergic to 'intent' so I substituted 'point.') I'm not so sure how it should work, from a parliamentary standpoint, when that didn't happen - and I'm even less sure because I don't know the laws involved.

Well, it seems they determined the people were not eligible to vote, and half of this forum is determined to undermine their determination. That aside, what difference does it make? Points of order can only be made at meetings. They'll need to wait for the next meeting to take that path anyway. The motion can be freely renewed with no problems. Why go through the motions of determining whether it was actually adopted in the past (knowing that there's an unfortunate tendency, anyway, for people to vote on appeals based on the outcome) if you can just make and pass a motion? It would be a useful lesson, perhaps, for the council members to get deep into the weeds on this issue - but the General taught us that meetings are for conducting business, not lessons in parliamentary procedure. Just making and adopting the motion is the most efficient way to resolve this issue. There's only one practical difference. The "no" voters could requalify (whatever that takes) before the next meeting, and prevent adoption of the motion - but, if you could show that it was adopted, maybe they wouldn't have the votes to rescind (although the numbers suggest they would, or someone could give notice). Is that really the better outcome in terms of fairness and parliamentary principles? It's not clear to me that it is.

We're not going to resolve this, in part because we don't know all the details, and in part because it almost certainly involves legal questions. But they seem to know who can and cannot vote, and I'm not about to question it from across the country. Since the council knows who can vote, and there's no issue of attempting to declare an adopted motion invalid, I stick with my answer - just make the unadopted motion again at another meeting.

I don't know what this means, but I'm glad you found my comment helpful.

Well, you can plumb the depths of parliamentary procedure on this, but I think there's probably an easier answer, given that it failed initially. Just make the motion again at the next meeting, and (unless there are attendance issues) it should pass. I think that's easier because a point of order challenging the initial failure would need to happen at a meeting anyway.

I don't really follow, but I think you're asking if items can be arranged on an agenda in an order other than that of the standard order of business. An agenda need not follow the standard order of business.