Joshua Katz

Sure.

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

Hmm?

Yes, like many incorrect things, such as tabling a motion to the next meeting (last weekend, I actually had a chair listen to me when I whispered to him about that!), approving the Treasurer's report, seconding a nomination... I think that scripts for nominations should specify that every nomination will be seconded, and the chair will then say "nominations do not require a second. Are there further nominations?" at which point, probably, someone will nominate someone, and someone will scream "second!"

That sounds correct to me.

An excellent question, ripped right from the headlines! (Except that parliamentary law isn't actual law, and whoever wrote this bylaw should have gone with clarity over impressive wording.) I'm a bit unclear on what you're asking, though. Unanimous consent can be used when a vote is required (unless the bylaws call for a balloted vote). If a motion is made and adopted without objection, that's as good as voting on it, and goes into the minutes. If you're asking, though, if board action is needed, that's a question of bylaw interpretation and beyond the scope of this forum. I can comment, though, that my opinion would be that this does require the board take action, not just remain silent, on the appointment. You might consider amending the bylaws to be more clear on this.

Do your bylaws state that a quorum is 4 in so many words? How are the board members elected in the first place? Are there provisions for special membership meetings?

That is not what is at issue in the amendment example because there is no substance to it. As you and I both said, it has to be cut off somewhere. That's the only explanation we can give - there just is no substantive answer. Yet we do not think this makes it impossible for us to do our jobs. Similarly, if asked about the auditors report, we don't need to touch the substance. We only think we do because, in that case, there actually is a substantive answer - it just has nothing to do with the parliamentary explanation. By substantive explanation, I mean as opposed to procedural. That is, an explanation based on the essence of things, rather than on how things should be treated.

Thank you. As I said, though, that's an explanation as a rule of order, but not a substantive explanation. In this particular instance, there is no substantive explanation possible, so far as I know. Which is fine, because my obligation is to explain it in those terms anyway.

Then please tell me why an amendment of third degree is not permitted. You hinted that you have an answer to that other than citing pages. What is your answer? If asked to explain that rule, I myself would point out that we can't permit unlimited degrees of amendment because it would let two people effectively refuse to allow a motion to proceed if they oppose it. As a result, we have to choose some level. But why 2? I have no reason for that, specifically. More to your point - as parliamentarians, yes, we need to explain the reasons for the rules of order, and no, we are not automatons. But what you're asking here isn't the reason for a rule of order - you're asking for a substantive reason, one having to do with the underlying subject matter, not with rules of order persay. That is something we are neither obligated to expound upon, nor qualified.

I have no such claim of expertise, and I still say you are misrepresenting what a parliamentarian is supposed to do. Lots of things are beyond the expertise of a parliamentarian, but "what rule does RONR give for audit reports" is not. A parliamentarian can happily stick to "RONR says to do this. Further questions are better directed to a CPA or attorney" just as an attorney, when asking about a motion to hire an assassin, should say "the law says hiring assassins, in this context, is illegal. Further questions about the motion itself are better directed to a PRP." Since when are parliamentarians called upon to defend rules in RONR? If a parliamentarian is not a mathematician, are they on thin ice when advising clients that secondary amendments, but not amendments of the third degree, are permitted?

So far as I know, parliamentarians are hired to advise on parliamentary procedure. If an organization has adopted RONR and hires a parliamentarian to advise on its use thereof, what is the question to ask? Parliamentarians aren't hired to advise on whether or not RONR should contain some rule or other. Certainly parliamentarians aren't hired as consultants on accounting or law. If an organization doesn't like that rule, it is free to adopt a different rule. A parliamentarian could be legally said to skate on thin ice when advising that a motion is not out of order simply for violating substantive law - if someone were to mistakenly think that parliamentarians are supposed to give legal advise. So, when we're talking about RONR, then, many parliamentarians do know what they're talking about. If they were to talk about accounting, many would not. But the rule under discussion here is not an accounting rule, nor is it a law. Parliamentarians, I agree, should refrain from saying the reason for this rule is about liability for the corporate officers as opposed to the auditors. I certainly wouldn't make the assertion given here, as it makes no sense to me. I also wouldn't make one that does make sense to me, formally, if it's in an area I am not familiar with, such as accounting or law. I've been told that the American College of Parliamentary Attorneys advises against including the name of the mover of an original main motion. Most organizations, though, adopt RONR, not the recommendations of said organization. No one claims that following RONR is a safeguard against liability, other than that arising from not following your bylaws/parliamentary authority. This question seems similar, if less important. The key here, for most organizations, is that one should not adopt an unaudited treasurer's report - although organizations remain incredibly stubborn on this point, in my experience. I've always looked at that one and said - well, of course there shouldn't be a vote on adopting that, how on earth do I know? I don't look at the books, how do I know if the treasurer is correct or not, in order to vote? An audit report, on the other hand, makes sense to me for adoption, since an outside expert delivered it, and we now adopt it as the statement of the body. That doesn't seem to me to be about protecting incoming treasurers or corporate officers, but just saying "yes, we see things this way as of this moment."

I find 2 a little troubling. The way I see it, minorities have some crucial rights which can never be taken away, and others that can be taken away by a sufficiently large majority. The way you have it written seems to imply that all rights can be taken away by a sufficiently large majority. I'd also include in 1 the right of the majority - the right to engage in business unimpeded, subject to the limitation that this right is maximized only so long as it does not intrude on 2. I take it this list isn't supposed to be sequenced? I'm not sure how such a sequence would look, but certainly 9 would be in the "strongest" position.

Objection to consideration is not the same thing as laying on the table, and using the motion to lay on the table when you intend to kill the question is out of order. The motion to lay on the table is used when something urgent has arisen requiring that present business be set aside. Objection to consideration of the question is used if it is believed it would be destructive to the organization for the motion even to be debated.