Joshua Katz

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.

Agreeing with Mr. Brown, to the extent the original question implied that people who are not now members of the assembly should vote on a question before that assembly (including past minutes), that is incorrect and they should not.

This is a legal question, not a parliamentary one. As such, it is outside the scope of this forum.

I don't think most of us would be willing to do that. It's pretty complex, and trying to paraphrase runs the risk of giving you bad information. Also, an organization should not attempt to use the procedure (if there's no overriding customized rule) without the book there for reference. We can probably try your questions, but first, your second question suggests your organization has a customized rule which will interact with, or override, the RONR rule. In particular, you write that the membership will not be allowed to voice an opinion. Under the rules in RONR, though, disciplinary proceedings are held by the membership, and the membership can not only voice an opinion, but vote. So do your organization have customized rules on this? For that matter, backing up a little more, what do your bylaws say about the term of office of board members (give us the exact language, not a paraphrase, if you can). There is certain language which, if present in the term of office, obviates the need for the full disciplinary procedure when removing an officer (and directors are, in RONR terminology, considered officers).

Presumably, your rules or bylaws say that this body needs to approve these appointments. Do they specify any particular vote threshold? If not, or if that threshold is a majority, then the motion carries - more voted yes than no. If a different threshold is specified, let us know.

What difference does it make? Unless it was a bylaws amendment, I don't see how it matters; either it doesn't exist or, if it does, it is void as violating the bylaws. Well, that depends. If it was a motion to amend the bylaws, then yes (and, regardless of the document not being updated, if the motion carried and nothing has changed since, it is the rule). If it was simply an original main motion, then it was out of order, and is void, and did not change the bylaws. I don't think so. Not only that, I don't think disciplinary proceedings will get you what you want. From the description, it doesn't sound like anyone was purposefully disenfranching people, but rather mistakes were made. That said, the question is whether or not the outcome was impacted. If so, the election should be voided. If not, you move on. Since 8 people out of 14 were denied the right to vote, the outcome was impacted.

I guess, but if this is a board meeting, the question strikes me as odd enough to think something else is going on. If it's not a board meeting, then I don't know that the answer is yes.

A deliberative effort to exclude board members from a board meeting, precisely because of their opinions, in a corporation, raises a host of legal issues which are beyond the scope of this forum. As Mr. Martin said, it is entirely improper from a parliamentary standpoint. The bigger issues are legal and should be discussed with an attorney.

Unless you are using small board rules, you shouldn't be having discussion without motions. (And my guess is your organization now knows why - because it produces a long, directionless conversation resolving nothing, which you can decide will have to be dealt with at the next meeting.) Nonetheless, you did - but the discussion doesn't go in the minutes. It is probably closer to true to say that an agenda item was postponed until a definite time, but I'm not sure since I don't know exactly what happened.

The general rule is that the minutes shouldn't contain this stuff, as you know. But it is also the case that including this stuff is of no effect. If the minutes said a rule was adopted, that would be one thing. But they don't, they just contain (as I understand it) some extraneous language promising more extraneous language in the future. The extraneous language in the 2012 minutes isn't binding, and won't prevent you from producing proper minutes now. (If you want to be cute, you can move to amend something previously adopted and remove it from those minutes, as an example of the type of extraneous language that doesn't belong.) But don't make a motion to produce proper minutes (if RONR is your parliamentary authority) just amend the pending minutes to get rid of it, and/or use a point of order. A motion to follow the rules is, in my opinion, problematic, particularly because of what the organization is likely to do if it fails. It's also out of order.

They are always free to start producing proper minutes. Or to adopt a rule on the matter which also specifies how one can disown a motion in that situation. But supposing this is the situation, my point would be that nothing happens to the motion if no one else steps up to second it. At most, they wouldn't record a second for this motion (which, again, shouldn't be done anyway). If the chair simply forgot to ask for a second, and the motion got debated anyway, presumably their minutes would lack a second. I just don't think there's any reason to go looking for a new second for a motion already being debated.

I agree with this point, but didn't want to venture down that road since I already didn't know the answer.

I agree with Mr. Martin, but would add that, based on the additional information provided, I feel like I am still struggling with some details. The "operating guidelines" use the passive voice, and so avoid saying who does this asking. It sounds like customarily it has been the committee chair. I feel like I'm in a better position to recommend changes to the bylaws than to figure out whether now committee members have been appointed (and I'm not in a great position to recommend changes either). For now, I'll just second what Mr. Martin says.

This will depend on the precise wording of your bylaws, which have only been summarized here. What exactly do they say about the terms of committee members? It's likely that, even with the wording, it will be a matter of bylaw interpretation which only your organization can do, but it's possible they'll be entirely clear. Should your bylaws be silent, RONR provides that standing committees (which this might be, although I'm not entirely sure) are appointed for a term corresponding to that of the officers. It also provides, though, that "[t]he members of the old committee continue their duties until their successors are chosen." You appear to have a non-standard means of choosing those successors, namely, your committee chair "invites" them - subject to a vote of some body, or not? In that case, it's not clear to me that they leave office until the chair "invites" someone new, although I'd need to know more about how this works to be sure.

First, if this is a public body, there may be relevant laws, which are outside the scope of this forum. That aside, the general rule is that non-members of a body have no right to be present at meetings of that body. They may be invited or permitted to attend by the body, either via rules (adopted by the Assembly, or by the Board if the board is permitted to adopt rules) or on a case-by-case basis. To permit a non-member to speak during debate requires a motion to suspend the rules, which can be adopted by a 2/3 vote or a vote of a majority of the entire membership (of the Board). The fact that the person is a member of the Assembly and of a Committee has no impact on the question, with one small exception. As a general matter, I think most of us here are of the opinion that if the chair invites someone to attend a meeting, and no one objects, then the body has approved it by unanimous consent. Similarly, if the chair asks to have a guest speak, and no one objects, I think most of us would agree the body has approved it by unanimous consent. I'm less certain of that, though, when the chair seems to be more telling than asking, and is relying on a non-existent rule. I don't think if the chair cites to a rule which does not exist, that the body can be said to have consented by not objecting. It doesn't matter much, because once the guest speaks, you can't go back and fix it. But the point is, if the body doesn't want this to happen, someone needs to raise a point of order, or object if the chair says "without objection, Mr. X will speak about gerbil balls."

I think you should avoid saying things in this way, because it can be confusing. When a committee is appointed "with power" it is able to act for the organization. It does not need power to make recommendations; that's what committees do by default.