Joshua Katz

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.

The wording is a little less clear, but it still looks to me like a main motion to make a rule. It still looks like a positive motion; it would be a negative one if donated items or products were already prohibited, though.

It's unclear to me why you didn't want these donated items, but I think this is clearly a positive motion - it is to adopt a policy. If that were negative language, there would be no way to adopt such a policy, or any policy prohibiting something.

They wouldn't have enacted a policy prohibiting consignment or donated goods.

Was the store previously selling such goods? This doesn't look to me like negative language; negative language is language whose effect is to do nothing. Here, you're adopting a policy (or possibly rescinding an earlier policy). An example of negative language would: I move that we not enact a policy...

If the procedure of naming the offender (for offenses during a meeting) was followed, then yes, that should be in the minutes. If, on the other hand, the President handed out a letter and directed the Vice-President to read it, then the procedure for naming the offender was not followed, there is no indication of an offense during the meeting or of any disciplinary process, and these facts should not be in the minutes. They also, likely, shouldn't have been done, but what's done is done.

I don't see why it would be effectively a motion to adjourn. The meeting is not ending.

So they should not include what is said at the meeting, except that, if they do include what is said at the meeting, then they should include what is said at the meeting?

Then you can't have an assistant secretary, but you can have people who assist the secretary. There is a difference between helping out with a task and holding a position.

Speaking of which, what about those crazy physicists getting everyone call confused with their "law of gravity?" And economists with their "law of supply and demand?" How can we expect anyone to sort this all out?

As a general matter, topical motions are certainly in order during reports, when nothing else is pending. Many organizations conduct most of their business under reports, only rarely dealing with new business - and often disposing temporarily of new business by referring it to a committee. Of course, your own rules may apply, as may applicable laws (such as Sunshine Laws that may require certain sorts of motion have notice, or that all original main motions appear on an agenda). On the matter of dues, however, dues ordinarily appear in the bylaws, and so changing them requires the procedure specified for amending your bylaws. A standing rule establishing dues would be ineffective - it would propose to take away rights, contingent on paying a fee, already granted in a higher-level document. (I suppose the bylaws could simply authorize the charging of dues, and leave the details to a standing rule.) Reducing expenses is, for the most part, a simpler matter, unless you are dealing with motions to rescind or amend something previously adopted (whether it be the budget, or an agreement with a vendor - the latter bringing its own set of problems).

Do you think that an EC functioning as described should also take minutes? I've always thought yes, since it is, in effect, acting on behalf of the organization.