Joshua Katz

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.

I used ParlQuest and didn't feel anything was lacking. I don't know anything about the Part 2 practice exam but I can't imagine I would have wanted any more than I got. I would add that it's a general failing, in my opinion, that preparation for all NAP exams consists mostly of looking at the question pool. In my perfect world, the NAP would tell us what the exams cover, but not release its actual question pools. Then we'd need to actually understand to prepare for the tests, not just try our best to memorize the answers. Or, at least, discourage that by making people pass the whole thing at once. But ::jazz hands:: that's show business, baby.

Are we talking about a board secretary, or an employee who takes minutes at board meetings as part of a job? If the latter, RONR has nothing to say about it: it's a matter of company policy and law.

It was incorrect, on a few levels (although the final outcome is fine). First (or last, depending on how you look at it) the names of seconders should not be recorded in the minutes. Second, once debate has begun on a motion, it is before the assembly, and the presence or absence of a second is immaterial. Thus, presuming this motion was being debated at the time, none of it matters and you shouldn't have indulged the discussion. Third, a second is simply agreeing that the motion should be placed before the assembly, and once it has been placed before the assembly, that can't be "undone." If no one else had been willing to second (which is silly, since presumably people were debating it, and hence thought it was worth debating), nothing would have changed anyway.

Your interpretation not only is correct, but it's not even really an interpretation. RONR says "In debate, the maker of a motion, while he can vote against it, is not allowed to speak against his own motion." p. 393, ll. 20-22. Well, not if you are following the rules in RONR. If your question is why the rules should be that way, keep in mind that rules are written to prevent problems and to encourage appropriate debate. The rule prevents people from making motions with which they already disagree in order to gain access to the floor to make a different point, perhaps in favor of an alternative they are blocked from moving by some other rule. It also keeps people from wasting the assembly's time by making motions and then saying "well, I just wanted to get a discussion going, I don't really like this idea though..." In crafting the rule, there's no good way to single out "except if you change your mind." However, as RONR goes on to say, if you are convinced during debate, you do have a way to make that point: seek permission to withdraw the motion. This is, in my opinion, a good alternative because, if you do change your mind, it forces you to put your motion where your mouth is, and keeps people from, again, wasting the assembly's time, this time by hedging and hawing rather than ever taking a stand. That is, you can express your changed opinion, by taking action to put it into effect.

Side note, but the default is a majority, not 2/3. Your bylaws are still different than the default. The opposition should say that you could pass a vote by a majority of 1 if 21 abstain and 1 votes yes. (The fact that this argument is being made does suggest that your organization reads its bylaws such that "majority of the quorum" actually means something other than majority vote, so that's a useful data point.) To which the proponents of the change should say "so what?" In other words, they're right, but it's not immediate why it's a problem. If 21 don't care, and one does, why shouldn't the vote pass?

One vote. Votes are allocated to heads, not hats.

This is not actually retroactivity. The rule has been in place for 6 years; it is not being adopted now and applied to the past. In my opinion, therefore, it should be complied with in the past to the extent possible, but that is likely to be a rather small extent.

If you word the bylaw correctly, it will be the authorization needed. Besides, bylaws outrank RONR. You just need to word it correctly. If it helps, ambiguous bylaws are interpreted so as to not be redundant, including, I expect, redundancy with the parliamentary authority. I would certainly interpret the language you suggest as meaning that non members of the committee may be on subcommittees and that no further action is needed, although I'd want to be a little more clear to avoid the misinterpretation that parent committee members are excluded.

It's a side point, because it's out of order anyway, but how would that work? If they come to the meeting and decide "proxy voting is okay for this meeting," how will they be holding any proxies? In any case, one thing that can be done is for people to come to the meeting and vote. Maybe if you serve food and beer, they'll come to that meeting instead of the other conflicting thing.