Joshua Katz

Well, wait a second. Suppose a motion is pending, and is amended by inserting a paragraph. Are you also saying it is now out of order to move a substitute for the pending motion?

If the motion to substitute B is adopted, I realize B cannot be further perfected (but why would it need to be?), and I realize that a substitute cannot be a secondary amendment, but are you saying that following a substitution, another motion to substitute, as a new primary amendment, is not permissible? If so, I'm not arguing, but what is the source?

I agree that might well happen. However, I don't think we have enough information to know if the board has overstepped its bounds, so we don't know if it's a board that tends to do things like that or not. We've only heard one side, and we don't know the powers of the board yet.

Why overcomplicate things? Move A. Move B as a substitute. Perfect both. Decide. Move C as a substitute. Perfect both. Decide.

What do your bylaws say (precisely) about the process of becoming a member, and qualifications?

You could include a proviso in the motion to adopt the amendment that the change will take effect at adjournment, to prevent that problem. I'm not sure that changing the bylaws in this manner without a proviso will remove the presiding officer, although I can see why it might. If it makes the chair vacant, you will need to elect a chair pro tem until that's sorted out. Or you can suspend the rules to allow the presiding officer to continue. What will the new bylaw say about presiding officers?

It is effective immediately upon passage.

It's not clear to me whether or not your bylaws are ambiguous. So here are the answers both ways: If they are ambiguous, it is up to the organization to interpret them. The organization, not the COO. That decision is to be made at a meeting, not via a memo. The memo may or may not be useful information to the members, but ultimately, it is they who will, via points of order and appeals, decide what the bylaws mean. Your employees don't get to boss you around. They should be amended to be unambiguous. If they are unambiguous, they mean what they say. If members don't like what they say, they should be amended. If they do not say the same thing as the memo, the memo is of no parliamentary force. Note that this is the answer as far as parliamentary procedure is concerned, not corporate law. We can't answer how laws might impact things.

Unless the motion adopting them or the amendment itself says otherwise, or a provision in your bylaws says otherwise, bylaw amendments take effect immediately.

I'm not sure I follow - not clear to me how the budget can be $1M if you have no money. If you aren't spending organizational funds, though, that means your officers won't find themselves at personal risk. The fact of presiding wouldn't give that person an unlimited right to call meetings, no.

For the future, what you could have done is Set the Time to Which to Adjourn, which establishes an adjourned meeting and may be done in the absence of a quorum. As to what to do in this instance, well, that's a little tougher. You told us you have short bylaws, and that you meet every 4 years. Do the bylaws say you meet every 4 years, or is that just your custom? As GWCTD says, you made an invalid decision. There's no provision for making a valid decision. On the other hand, there's no provision, presumably, for challenging this invalid decision outside the meeting. So my thought is to hold your party, convene the meeting, and if someone wants to challenge the invalidity of that decision, they can do so at that time. Of course, that's circular, but I'm not sure what else to say at this point. Unless, that is, organization funds are spent on this party, in which case your officers could, I guess, spend the money and then seek ratification, risking having to pay it themselves if not ratified.

Agreeing with Mr. Geiger's excellent description - when a motion is pending, and another is in order, they act like papers on a desk. The one made most recently is on the top of the stack, and will be processed first. Note also the following special characteristic of Postpone Indefinitely: not only is it debatable, but the debate is permitted to go to the merits of the main motion that is pending. So to answer what I think was part of the original question: consideration of the pending motion is not immediately stopped by making the motion. The postponement is then debated, with the debate going to the merits of the original motion if desired, and then voted on. If it carries, then the business is done with. If it fails, you are right back to considering the pending motion. So, what is the point? It has two points. First, the assembly might have found, through debate, that a yes/no vote on the motion itself would be embarrassing. RONR gives the example of a motion to endorse the club's President for political office. Voting no might suggest, falsely, that the assembly lacks confidence in the President. Voting yes might be deemed improper, though. This is a way to kill it without a direct vote. Second, the opposition might use the motion to test its strength by moving to a vote which will be binding (but subject to reconsideration) if it kills the motion, but not if it fails to do so. I once went to a meeting where the head-count coming in on a particular motion was 4 in favor, 1 against (I was the one against). When I thought I had persuaded some people, I moved to postpone indefinitely, and there were 2 votes in favor, 3 against - so I had picked up one vote on my side. The fact that I had moved someone, though, gave others permission, as it were, to start thinking differently (I was the only member of my party on the commission, so when it was just me, it could be dismissed as "oh, you know him.") As a result, when we voted again, we wound up with 5 votes against the motion.

Nobody could do that. Literally. The only question between me and Mr. Martin is whether the organization can kick you out. We don't allow slavery in this country. It is not unconstitutional, though, to say "either stick with the job or quit the organization." If the proposal were to chain you to a desk until the books were completed, that wouldn't be unconstitutional either, but would likely be illegal. I don't know what you mean by a "guild line." Where an applicable procedural law takes precedence, if RONR claimed to apply anyway (which it doesn't), that would be a losing argument in court. There have been cases on parliamentary issues, primarily in parties and in corporations. For the most part, courts are unwilling to challenge parliamentary decisions except where a law applies (including common law). In one case, for instance, a meeting was properly called and noticed according to the organization's own parliamentary rules, but the court (Del. Sup. Ct.) held that the actions taken at the meeting were invalid because a board member who was also a controlling shareholder wasn't given enough notice to prevent himself from being removed from the board, and could have with more notice. That case had other oddities, though, such as a lawyer who was clearly conflicted and gave incorrect advice on the bylaws to this board member. I don't think anyone has suggested otherwise. We've all been quite clear that you can leave your position (and that to maintain otherwise would be ludicrous). The only question is what happens to your organizational standing when you do. I don't really follow any of this. Is the monthly meeting a board meeting or a membership meeting? Why would a previous "private board meeting" stop this meeting, and what has it got to do with the resignation votes? It is contradictory for the board to maintain that you are still in office as your resignation has not been accepted while not including you in board meetings. Is your board empowered to hold special meetings? Was this "private meeting" an actual meeting, as in one where business is conducted, as opposed to a group of people chatting at a bar?

Your organization is free to amend your bylaws to require that type of 'transparency.' As far as RONR requiring it, two things. First, if RONR did require it, you wouldn't need to amend your bylaws, so the secretary's claim is contradictory. Second, ask the secretary where in RONR it says anything about PTOs posting their budgets on the internet.

Is no one else concerned about the use of a standing rule to modify terms of office?

Well, I'm sure that's right, but I'm not sure why it's right. If TSC contained the text "This is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe "Robert's Rules of Order, Newly Revised," Robert's Rules of Order, 11th Edition" or the "the current edition of" any of these titles, or the like, without specifying a particular edition," we wouldn't be obligated to respect that. If we've adopted a particular version of Robert's, why should what some other book says that means matter?

I agree with the general thrust, and I would add that the ability to control-f would be very valuable. But I'm confused by this: Perhaps I'm misunderstanding, but a book seems ideally suited for bringing to meetings and referencing. Because it's better :-) Or, if you prefer, because it is more protective of the rights of minorities, and of the assembly vis-a-vis the chair.

Agreeing with Mr. Mervosh, any applicable procedural laws will take precedence. If you have laws, such as Sunshine laws, permitting non-members to attend, to speak, etc., then those laws override RONR.

Okay, so you don't want to leave the organization. Rather, you just want to give up your board position. Unfortunately, according to the rules in RONR, whoever is empowered to accept resignations is not obligated to do so, and can require you to serve out your term or face disciplinary action up to expulsion from the club. However, you have the right to seek said permission from the general membership - the board can't stand between you and the membership by throwing away your resignation letters.

Question: what exactly do they mean by this? In legislative bodies, there is something known as "call of the house," where, lacking a quorum, members are arrested and brought to the meeting. In an ordinary organization, such an effort would be called "kidnapping." Clearly they can't do that. What they might be able to do (and this is why I ask) is say that, by not accepting your resignation, you are not allowed to go on and be an "ordinary member." A resignation is a request to be excused from duties, and if not granted, it could interfere with your membership rights. For more details, please see pp. 289-92. But we can say definitively that you are not "stuck" in the sense of having to remain in the organization.

Unless your bylaws say otherwise, it is a crucial notion of board governance (and related matters) that members do not have any powers as individuals. The power of a director consists (again, unless your rules say otherwise, which is fairly common) in voting on matters before the board. Think of how it would look if being a director brought along other powers. If you have a 10 person board, the CEO would have 9 different bosses (assuming that the CEO is a board member). The CEO would also have the same power as each of them. This is both untenable and illogical. I bring this up because making points like this can, sometimes, help disabuse people of incorrect notions of their power. I am not sure, under the facts described, whether that is the situation here or not.

I would suggest asking the person who says that RONR says this for a citation. I don't think one will be provided, though.

I am having trouble reconciling these two statements. Failure to pay dues does not deprive a person who already has a right from voting, but in this case, it is paying dues which, apparently, makes one "eligible" to be an "individual active member." At this point, I disavow my prior answer and will say that this is a bylaw interpretation question and outside the scope of the forum.

Well, it's not okay, in that it is never okay to violate your bylaws. If I were answering on a fresh piece of paper, so to speak, I would say that the decision nonetheless stands since no complaint was made at the time, and the procedural defect is now not timely. The rule in RONR, in my opinion, simply means that waiving or suspending it is out of order, not that the issue remains timely after the decision is made. But Mr. Brown's taking a different position makes me question my own. Having thought it through, I still don't see a way clear to agreeing with Mr. Brown, but I can't answer with confidence. Edited to add: Shows what I get for writing without looking in the book.

It seems to me safe to assume that the question refers to a person who is not a member of whatever body is meeting. Agreeing with the prior answers, it should be remembered that the rules about the chair voting when it changes the outcome (not to break a tie) are about the chair not exercising his right to vote (which he has when he's a member, and not the rest of the time) in other circumstances. They are not about the chair gaining an extra vote - in other words, the chair may not vote with the body and then again to "break the tie." So, a chair who never had the right to vote has no right to exercise or not.