Joshua Katz

Agreed, just trying to understand the question.

Or, if you want to punish him for making such claims, ask him the following questions: When does a meeting adjourn? If a motion is made, amended, and adopted, which version was adopted? It can't be the amended version, since according to you, the amendment doesn't take effect until the next meeting. Is there any way to, at a meeting, decide to spend money before the next meeting? Suppose a motion is adopted at meeting 1, and the minutes of meeting 1 are approved at meeting 2. That approval of minutes doesn't take effect, according to you, until the minutes of meeting 2 are adopted, presumably at meeting 3. But wait - that approval doesn't take effect until those minutes are approved at meeting 4...so no decision ever takes effect. It takes a majority to adopt the minutes if there is objection. A tie vote, of course, makes a motion fail. Therefore, it takes less than a majority to, in effect, rescind a motion adopted by a majority, in violation of the rule that it takes something greater to rescind than was required to adopt initially. A majority at one meeting can simply, by amendment, change the past and eliminate things done at a past meeting, even things done by a 2/3 vote (or 7/8 - consider the case of a convention where the board is empowered to adopt the minutes. Oh, speaking of which - in the event of disputed delegations, when may the people seated by the convention vote? Presumably only after the minutes are adopted...)

Perhaps because it was "called by the chair" rather than voted on?

The point of the rule is probably, in part, to get your meetings to make quorum, so it seems kind of silly to exclude meetings that don't get quorum. The key here is that you write "we only had 7 meetings this year," but, in fact, the correct procedure when there is no quorum is to call the meeting to order and note the absence of quorum, which avoids your situation and also keeps you in compliance with your bylaws. As to what to do about it now, that seems like a question of bylaw interpretation, which only your organization can decide. If I were a member of your organization, I'd want to count all 12 meetings. People who bothered to show up for those 5 meetings deserve some recognition, don't they, under your rules? Edited to add: Suppose someone only attended a couple of quorate meetings, but every inquorate meeting, while someone else attended 5 quorate meetings but only a couple inquorate meetings. If the inquorate meetings are excluded, one of these people gets to vote and the other doesn't, purely because other people didn't show up at certain meetings. That seems illogical.

Bylaws are the basic rules of an organization. Ground rules has no parliamentary meaning; it's a phrase people use but doesn't mean anything specific as far as governance structures are concerned.

Agreeing with Mr. Huynh, the legal effect will depend on your laws. From a parliamentary point of view, the motion passed and permission was granted. Statutes, though, may intervene. When I was on the board of zoning appeals, any action taken in reliance on a passed motion but before the minutes were approved was deemed to be at the risk of the appellant, by law. Your laws may vary, and the question should be directed to an attorney.

1. The fact that a motion can be adopted by unanimous consent is not a general get-out-jail-free card. 2. Not having been present at your board meeting, I don't know if this decision was made by unanimous consent. There is a difference between implying a motion with unanimous consent, and strong-arming people into a decision. 3. If there were a conflict between RONR and your bylaws (I don't think there is one here - a unanimous consent is tantamount to a vote) then your bylaws prevail. 4. A perhaps more interesting question is whether this person is validly on the board, and if not, if it is too late to raise a point of order.

It is likely that this PC is supposed to make its minutes publicly available. It is also likely that failing to approve the minutes is wreaking havoc on other people's schedules, who are likely to be hesitant to do certain activities until the minutes of the meeting granting the variance, special permit, or other permission are approved.

I am definitely not using it correctly, and they probably are muddling my thought process. I did well on my open memo, which means I have also lost the ability to write like a normal person.

I forgot about this, and stand corrected.

Back up a second. Some of us are still trying to figure out what a 2/3 majority is, let alone of what...

That's an interesting twist to the story, but I don't know what to make of it. If RONR is to be a guide, how is it to do the guiding, if not by providing, well, rules of order? I like that you added a degree of confusion by swapping the numbers on the two portions of your question in your reply. It is good to keep us on our toes. I'm not sure, though, what your reply on the former 1, now 2, adds. All I said was that the board has no role at the membership meeting - and hence doesn't run the show, and cannot decide who will preside. Neither can the board chair decide who is to preside if not him.

1. No. The board has no role at the membership meeting, and so cannot decide who will preside. 2. It is a motion to suspend the rules, and so requires a 2/3 vote.

1. Special rule of order? Interesting. Committees are appointed at meetings, so it's a rule about something that happens at a meeting, yes. I'm not entirely clear that it's a rule of order, though, as opposed to an administrative detail. I lean towards special rule of order. 2. Qualification for office? Well, it certainly isn't worded as one, it's worded as an anti-qualification. The qualification would be not being married to... However, is this really what we mean when we say qualifications for office need to be in the bylaws? It seems more like an attendant circumstance. Somehow, it just doesn't fit with what I picture qualifications to be. Also, is committee chair an officer position? I ask because RONR tells us that, if the bylaws list officers, there can be no other officers. In many, maybe most, organizations, there is a list of officers in the bylaws, committee chairs are not mentioned, and yet they exist - even for special committees and standing committees not in the bylaws. Are they wrong? 3. Contradicts the Constitution? Sure seems like it; the Constitution grants rights and here we go taking them away. However, the Constitution says the government has to pay market value for a taking for public use - what if the government adopts a policy of paying market value plus $50? It seems to me that would likely be on the 'good' side of the restriction - the restriction is on not paying enough. Similarly, the constitution is, I think, trying to say that non-members cannot be appointed committee chairs - adopting more restrictions might be okay. Also, if the trustees appoint the chairs in an entirely discretionary manner, there is no right to be a committee chair. If this motion is out of order, there is absolutely nothing stopping a majority of the trustees from still agreeing amongst each other to vote this way on appointments. Actually, it seems that the trustees approve nominations from the President. If the President is under the authority of the board, the board can pass a motion directing the President in this regard, which also wouldn't be a qualification. I have trouble saying this can't be done if it can be accomplished in these other ways.

Because people tend to do everything but their own jobs?

Yep. Once I got logged out, I couldn't log back in. Tragic.

Well, wouldn't your point by strengthened, not weakened, by the length of the book? In any case, I'm not sure why the fact that 99% of the time, people adopting RONR don't know its provisions is relevant. You wouldn't accept this argument while presiding at a meeting and let, for instance, a motion to amend/rescind something previously adopted, be accepted by a majority vote because, well, people didn't know that RONR said otherwise. That aside, what more canone ask for, as far as objective evidence of assent, than a vote to adopt the book as the parliamentary authority? (I'm not actually clear that these contract comparisons make sense.) Do they accept it any less than, for instance, the parties in the battle of the forms accept the terms that the UCC says get accepted - assume for a moment that those terms incorporate other documents. Certainly no one has acted to prevent them from reading RONR, or denied them meaningful choice in adopting it or not, nor do the terms themselves differ from common usage (most organizations use RONR), so I'm not seeing why their failure to know what they voted on should negate the vote.

I remember there being a split on this forum as to whether or not the rules in the parliamentary authority become 'incorporated' into the bylaws when the parliamentary authority is adopted. This question seems to turn on that, at least in part. I don't have a lawyer hat yet, and my parliamentarian hat is smaller than yours. Nonetheless, it seems equally clear to me that, if the parliamentary authority says X is forbidden unless the bylaws explicitly say otherwise, and the parliamentary authority is adopted in the bylaws, and the bylaws do not explicitly say otherwise, then the bylaws forbid X. If the statute says that X is permitted unless the bylaws forbid X, then X is not permitted. (However, if this position is adopted, it really becomes a question of statutory interpretation: if the law said "...unless the bylaws explicitly prohibit..." the answer would come out differently on this view than if it said "...unless the bylaws prohibit...")

Okay, but we know what we think of lawyers trying to get parliamentary questions right. Aside from what a court will say, what do you think is the right answer?

What if the bylaws, while being silent on conducting business by teleconference, adopt a parliamentary authority which states that conducting business by teleconference is not permitted, unless the bylaws explicitly authorize it?

Triple H posts here?

I can answer that one: I am Godelfan.

I'd presume that either the motion language would be something like "I move that Mr. Smith be admitted to membership..." or that the minutes would say something like "The applications of Mr.s Smith and Bond were presented. On a motion by Mr. Jones, it was voted to admit all applicants presented." Either way, you're going to say who applied.

I'm starting to wonder what this entire thread has to do with Guest Gary's situation, which Mr. Honemann seemed to fully address in the first reply.

Yes, I misspoke.