Joshua Katz

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.

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.