Joshua Katz

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.

Unapproved minutes are simply the secretary's notes. In my opinion, it is not a good practice to make them public. Budgets are generally not part of minutes, but if there is a motion to "adopt the following budget" then the budget would appear as part of that motion. If your board has rules permitting motions to be made outside of meetings, there is nothing in RONR to suggest that a motion to remove a file, such as a budget, from your website, is out of order. If the secretary claims that it is somehow a violation of RONR to not post a budget on a website, ask him for the page citation that supports that claim.

You've hit on one reason RONR doesn't recommend asynchronous voting. Ultimately, this is a question for your organization, guided by legal counsel. I think the best we can offer is that, in RONR, bylaw amendments take effect immediately, unless a proviso is used. We can't tell you, as far as I can see, whether an extended voting process is 'before' or 'after' the new bylaws. Management agents shouldn't be chiming in on decisions your assembly makes. If there was no quorum, no actions could be taken, including nominating candidates for office. Will a 'new' meeting be held within 30 days, or an adjourned meeting? I think that matters. If the law states that your CC&Rs take precedence to your bylaws, and your new bylaws conflict with your CC&Rs, then he contradictory elements in your bylaws are probably void. Determining that as a certainty, though, requires consulting with an attorney, probably.

I don't see any reason the agenda cannot be adopted by unanimous consent, but the chair needs to ask for objections. Unlike the minutes, the assembly could fail to adopt an agenda.

If RONR is your parliamentary authority, and you have no bylaws (!) then you can't use electronic voting unless a law says you can. If you don't have a parliamentary authority, well, then you follow the common parliamentary law, and I suppose nothing stops you from allowing electronic voting. I would specify how much notice is required, to avoid endless fights over "appropriate." Which one? If the usual presiding officer is not present, the secretary will presumably set it up - but if neither is present, you won't know who the presiding officer is until you elect one. This is going to obligate you not to mute people. It would be better to have the ability to mute people. There are videoconferencing services where you can set a visual "status." In one organization I know of, we use visual statuses for various things - a hand to seek the floor, a rabbit for a privileged motion, and happy/sad faces to vote via roll call. I think this is too vague. I would recommend a provision for what to do if a member is dropped, becomes inaudible, etc. during a vote. In my organization, we have a rule that if a member was present before the vote, and returns fewer than 5 minutes after the vote concludes, he may vote.

The answer to this is going to depend on your organizations rules for proxy voting. RONR does not allow proxies unless your rules (or an applicable law) do.

A director generally proposes a new idea by making a motion. And yes, the mover of a motion can vote on the motion.

Well, if the international president refuses to follow the rules, what about tossing him? Or, for a less dramatic version of "toss," just voting them out at the next election?

Who is protected by the constitution and bylaws, and how? It sounds like your membership is. If the problem is that people simple don't care about the rules, but your membership does care, there are still options, such as tossing your officers out of office and getting officers who do care. If there's a thorough-going lack of concern for the rules, though, all that is left is probably legal action or resigning yourself to not solving the problem - or convincing people that it matters. Edited to add: Given the apparent size of this organization, the power it wields, and the importance of the issues at stake, you might consider consulting a professional parliamentarian and/or attorney. The National Association of Parliamentarians and the American Institute of Parliamentarians can provide referrals for professional parliamentarians.

I don't quite see what the problem is, which suggests I'm missing something. That you hold a vote on membership tells me that the organization recognizes there can be reasonable disagreements in any given case, and it lets a vote decide the matter (by some threshold). Why is it a problem that the vote is less than unanimous? Anyway, while I agree the same to express these views would have been in debate prior to the vote, I'd add that the nay-sayers were under no obligation to say why they were opposed, and likely wouldn't do so if they were outvoted and didn't think they had much of a chance of persuading anyone. I don't think there's any procedure you can use at a later meeting to have this debate (and I don't think it would be a good idea if these new people are now members, and hence participate at your meetings...). Certainly there's nothing you can do to make them cough up their reasons for voting no. You might try asking them outside the meeting context, if you can guess who they are. Or you can take each member out to dinner, in turn, and softly broach the subject...that's just my way of saying there's no parliamentary tool to accomplish what you want, but you might be able to find out what you want to know socially.

I think all of us have been trying to say that dictatorial violations of the rules will continue until the assembly stands up and says to cut it out.

If this is a corporation, there may be some legal question about moving the meeting so soon after the last one, even if they are in different years. That aside, though, you are being told all BOD members will face re-election...by whom? What does that person say about the statement in the bylaws you quoted? Edited to add: Of course, any such legal questions are beyond the scope of this forum, and should be asked to an attorney.

Is this a staggered board, i.e. one where portions of the board are elected each year?

Without sorting through the details, it is in order to include more than one thing in a motion. However, most of the time, it is subject to a motion to divide the question, which might require a majority vote or might require only the demand of a single member, depending on the nature of the things to be divided. It is not debatable but is amendable. However, you might have rules requiring the appointments to be handled individually, in which case a motion to suspend the rules would be required. Postponement is in order, so long as it is not postponed past the next regular meeting or more than a quarterly time period. To delay action longer than that, it should be referred to a committee. Don't be surprised if this is moved to the basic forum. (Although I guess if you're looking for it, this note won't be of much help, since you can only read the note by finding the post.)

Or, if it's COA 9, it doesn't (generally) even mean that.

I have no idea. Your organization will need to interpret its bylaws, we can't do that. Sometimes I have a (meaningless) personal opinion, but I can't claim to have one here. I know what en banc means in law, but have no idea how it would apply to a student government assembly.

Meetings are for the body that is meeting. The board has its meetings (i.e. board meetings), and the membership (in many organizations) has its meetings. Unless your rules say otherwise, the board has no right to conduct your meetings (I question how, in practice, any group can ever conduct meetings in that sense, but I see it often enough here, like in a recent thread where, it seems, the board controlled which motions the members could consider, that they must have a way). It is likely that the board chair also chairs membership meetings, which is usually provided for in the bylaws or rules of order, but beyond that, the board answers to the membership. If the board could control the meetings of the membership, it would essentially be able to make itself unanswerable to its superior assembly. At membership meetings, the membership decides what motions it wants to hear, and how it wants to conduct business, and makes its own decisions.