Joshua Katz

I seem to recall a chaotic student government meeting at a school in California where a school administrator not only insisted on speaking, but also insisted, in essence, that a vote be retaken until they got the "right" answer. I agree that RONR might prohibit this sort of activity, but, again, I don't know how persuasive that is likely to be.

Somehow, though, I feel uncertain that school administrators will listen when told by the presiding officer to be quiet or be removed as disruptive non-members.

I haven't watched the video, since I am at school and it would be rude to play with sound, and rather pointless without. Why do you believe the business is not valid? As for the administration, the general rule in RONR is that non-members have no rights at meetings, but if permitted by a majority they may speak. Some here think they can make motions, others do not. They certainly cannot vote. However, without more information, it is not clear what relationship administrators have to the organization, i.e. whether or not they are non-members.

I have been to many meetings where people did not know how to raise points of order. It is like the Passover Seder - some sons must be taught even if they do not know what to ask.

In thinking about my response some more - of course holding the election at a different time can change the outcome, but in general, it doesn't do so in a prejudicial or systematic way. On the other hand, if it can be proven that the presiding officer said "okay, it's time for the el...hmm, Ted's still here and Bob hasn't gotten here yet...it's time for this other thing!" or was on the phone saying "okay, so when can you get here to vote for our favored candidate?" it seems to me there was a violation that impacted the outcome by controlling the voters. That doesn't seem to be the case here. (Of course, under those circumstances, I'd also think there's a case for discipline.)

Regardless, none of the things complained of (one of which I don't understand - how can a Board chair a meeting?) would impact the outcome, so there's no continuing breach, making the point of order not timely.

Well, I do not agree that they can't be your representative. However, there's no reason for a motion to remove the person, however that is done under your rules, to include a reason. I am puzzled why anyone would think that the question of removing your board representative should be put before the board, but maybe I'm missing something. I agree with Mr. Brown that it is odd for bylaws to make a Parliamentarian a member of the board.

I'm not aware of a rule that prohibits it, but having your representative be the Parliamentarian has two difficulties. First, assuming all goes as it should, you will not have a representative who speaks for you and votes according to your interests, since the Parliamentarian will neither speak in debate nor vote (nor make motions). Second, even if all goes as it should, despite you losing representation, others will suspect that your caucus has an unfair advantage.

I don't think my past career as a logician gives me any special insight on this problem.

Note also that the chairman need not 'ask for a motion' when operating under small board rules. Motions are in order when no business is pending, so at any time during that discussion, it is perfectly in order to make one - no need to wait for the chair to ask for one. So, it's not clear to me how the chair can simply move past the discussion without allowing for a motion.

Well, I suppose one could interpret that statement as meaning that no business can be conducted at the spring meeting, but I personally wouldn't interpret it that way. Many organizations have several business meetings, one of which is called the Annual Business Meeting. Usually it means that some specific business is conducted at that meeting, such as elections, budgets, etc. However, it is up to your organization to interpret your bylaws. I can't imagine why you'd hold a "meeting" at which business is not conducted. Now, unless you have some special provisions, the petition signed by a quorum of members is meaningless. Quorum is the number who must be present to transact business at a properly-called meeting; there's otherwise nothing magical about a gathering of that many people. (Although it is beloved by people who don't understand parliamentary procedure to gather together a quorum and claim they can conduct business.) The petition itself is likewise meaningless - either the board has the exclusive power to set the rules, or it does not. The board does not permit the members to vote on things at its pleasure (unless you have rules saying it does). It's then a question of interpretation as to whether the rules you have stated give the board the exclusive power to make rules, or the membership can also do so. I note in passing that it doesn't say anything about this power being exclusive.

I guess I've just programmed myself to ignore titles. Yes, that is informative.

Who are you? In any case, no, unless your rules give you that authority, but the board does, assuming by sit in you mean attend. Are your meetings normally private? (For that matter, are they so complicated that hearing what transpires is important to aid in this transition?) What do you mean that you, as opposed to the organization or its board, have a new incoming person? What do yuo have to do with this?

I'm not sure what a non-business meeting is, exactly. In RONR, a meeting is where you conduct business. How is the spring meeting described in your bylaws? It is unlikely that the board will have any role to play in deciding about a motion being made at a membership meeting, unless you have rules inserting the board into that.

If the bylaws say only what you've mentioned, then this is a question of bylaw interpretation as to whether or not it means the board approves the minutes. In my personal opinion, if it actually says "review the minutes at their next meeting a few days later and thus get activities under way," I think, first, that it's pointless, and second, that it doesn't authorize the board to approve the minutes, but my opinion doesn't count. As an aside, if the board is not approving them, then what it is reviewing are not minutes, but rather notes that might one day become minutes. If the board does not approve the minutes, though, they remain the clerk's notes until approved, and so the clerk can change them as much as desired, with no need to note why changes were made or who suggested them, up until they are approved.

True, but that can be resolved by means short of taking away their membership. Certainly they would be expected to recuse themselves, as settling a lawsuit against the organization is, if not the definition of an interest not in common with the others, a bright-line example of it. The member only needs to be in the minority if the organization is properly and fairly applying parliamentary procedure. Perhaps the lawsuit has to do with its failure to apply those principles fairly and properly. Who knows? I sure don't.

Hmm, well, I'm not sure that blatant disregard of the Constitution is limited to television shows. It isn't hard to imagine that the Constitution might get short shrift in a disaster scenario such as the one depicted.

Alternatively, maybe this will be discovered, producing a season-ending cliffhanger where, at the end of the season finale, the surviving parliamentarians are discussing just this issue. (Do House and Senate parliamentarians attend the State of the Union? Is there a designated surviving parliamentarian?)

Sure, the society can remove the member, but it has to actually do it. I took the question to ask if the member automatically loses rights simply upon filing the lawsuit. If the question had specified that the organization has taken disciplinary action, then my answer would be different. I think Transpower raises an interesting question. More generally - what if the member sues the organization to make it better, not worse? Maybe more organizations need whistle-blower clauses.

What, then, of p. 130, lines 26-29: "...When an assembly 'takes action,' all it ever actually does itself is to adopt a statement - directing that a certain action be carried out, or expressing a certain view or aspiration?" (Emphasis in the original.) That these words are later carried out doesn't change what the deliberative assembly actually does. What of a committee? It adopts words hoping that they'll then be adopted by another assembly. Its members, though, are just as concerned as to its product as are members of the assembly, most of the time. You suggest that they lose nothing if they are denied participation in the activities of the committee. Well, Congressional committees cannot enact legislation, only pass it on the the parent assembly, yet having influence on Congressional committees is vital; a Congressman who found that his committee was proceeding, in his absence, without a quorum, would certainly have lost a great deal of influence if the situation is allowed to continue. A committee member who objects to a recommendation can, if also a member of the assembly to which the committee reports, vote against it there - where his vote will, likely, mean much less, and where, owing to the larger size, he will have less influence on debate. I have no idea how recommendations on setting the size of the quorum suggest that quorum requirements do not protect absentees. Yes, when using unanimous consent, failure to object to the claim of unanimity indicates consent. Not so when a member chooses to abstain, however - the motion can still pass unanimously, but that individual has not, in any real sense, agreed to it. For instance, sometimes people abstain because they haven't read the proposed contract. If the goal of the parent assembly was to require that 7 minds be involved, then its goal has not been achieved and, I maintain, cannot be achieved in this manner. I ask again - for what purpose are you citing what appears to be a California corporate code, as interpreted by a law firm? For what it's worth, no, I don't think the law firm's interpretation is clear. In addition, as noted, the law cited applies only when the bylaws do not say otherwise. One way for the bylaws to say otherwise would be to adopt a parliamentary authority. In any case, a bylaws committee of an unincorporated entity in Maryland is not subject to a law in California regarding corporate boards. Regarding committees - no, committees may not adopt their own rules of order unless the parent assembly explicitly grants them such power. At least, that is the situation in RONR. I believe, but am less certain, that it is also the situation in the common parliamentary law. As regards Distinguished Designated Survivor, I haven't looked into the claims in any depth, nor have I looked into the rules of order of the House and Senate in enough depth to comment, but I do believe it would not be first time that a tv show took liberties on such matters.

Obviously, absent members, if the committee takes action without a quorum, which is then reported back to the superior body, will not be able to weigh in on that action before it is taken and reported. (You'll ask - what action? They just give recommendations. But all any assembly does is adopt words. The conduct of business just means making decisions as to what words to adopt. These committees conduct business as surely as any assembly conducts business. By the way, what you are referring to as an advisory committee is what RONR envisions as the standard operation of a committee.) This is precisely what harm generally means in the parliamentary sense. The second point has been mischaracterized by your response, so I'll try again. You claim it is worthwhile to distinguish between committees with power and without power, as regards the purpose of quorum. According to your argument, committees with power need stricter notions of quorum because the superior body doesn't want a small number of people deciding to enter into an expensive contract, and so appointed a larger number of people to the committee - and if resignations reduced quorum, you'd have a small number entering into contracts, frustrating the designs of the superior body. Do I have your argument correct? To which I then responded that quorum is an inadequate tool for such a goal anyway - if the body appoints 7 people to a committee, and all 7 show up, and 6 abstain, they'll still have 1 person deciding to enter into the contract. This, though, is unsurprising, since the point of quorum requirements has absolutely nothing to do with the supposed right of non-members of any group to rest assured that said group will have many people participating in its decision-making. It's purpose is always and everywhere, in committees with power and without, the protection of absent members. It is irrelevant that such an observation doesn't apply to a committee without power, because the only time you assert that quorum is supposed to protect non-members is when discussing committees without power. The statement on p. 21 that quorum is to prevent unrepresentative action by an unduly small number doesn't mean that non-members have a right to prevent such action; it's referring to the membership itself not wanting action taken on its behalf by an unrepresentative small number. Incidentally, the text then goes on to suggest that, in many cases, it would be appropriate to specify a number for quorum, which would have mooted this question. Applicable procedural laws outrank parliamentary rules (but it's not clear that your organization has adopted RONR - although its committees seem to be adopting parliamentary authorities, which is not permitted unless the bylaws or the motion forming the committee give the committee permission to adopt its own rules) but this does not inform or modify the rules themselves, just their application to a body also subject to those laws. If a body is subject to such laws, it needs to follow them, but this plays no part in a determination of what the appropriate parliamentary rule would be. Note also that the only authority cited on the website you provided says this: (a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: This does nothing to answer the question at hand if the organization in question, assuming it is subject to this code, has adopted RONR in its bylaws, because the question then remains as to what RONR says, and, in particular, if it provides otherwise. However, the code provided (which I believe is a California code) does not actually say that quorum is not reduced for vacancies, that statement appears on the website only, and no authority is cited for it. Furthermore, corporate boards are a special case for many principles, since they are boards that do not answer to any superior body. Finally, it makes perfect sense to look for authoritative citations if you believe the rule is settled. However, you claim it is not settled, and that RONR is ambiguous. In such a case, the most you can get is persuasive authority, and arguments from reason, from policy, etc. are fully appropriate.

I agree with Mr. Novosielski, and I'd add that you only run into this problem if you believe that bylaws cannot fail to be followed. If the bylaws provide that a committee have 7 members, and it instead has 5, the bylaws have been violated, and the situation should be corrected. It doesn't follow, though, that it actually has 7 members. Just think of the problems that would result - how would one fill a vacancy? "This committee had 7 members, and Jill resigned, so I move that nominations be opened for a new member of the committee." "Point of order - the bylaws state that the committee should have 7 members, and, therefore, it has 7 members, so there can't be a vacancy and there's nothing to fill." If that's absurd, so is, in my view, claiming that a majority of the committee is 4 when it has only 5 members, or that a majority of the entire membership of the committee is 4. We don't create fictions about the number of members. Previously, an argument, I think a good one, has been presented here about boards which can fill their own vacancies - that they have no incentive to fill vacancies, and thus diminish the power of their current members, if a quorum is a majority of the filled seats. I can see breaking out this case. I also disagree with the attempt, supra, to distinguish between 'advisory' committees and committees with power, in terms of quorum. The purpose of quorum is the protection of absentees, which obviously means absentees who are members of the group meeting. Whether making advice or spending money, what is prohibited is the conduct of the business of the committee without a quorum. It has nothing to do with protecting non-members. If you suppose that, for instance, it's about protecting the membership of the larger society from their money being spent by only a few people, when they appointed a larger group to make the decision, you'd need to require that committee members also not be allowed to abstain, for example. If abstentions are allowed, then there is nothing the larger society can do to prevent a smaller group from approving an expensive contract.

Sure.

What do you mean by "A quorum is based on the number of members present"?

Hmm?