Joshua Katz

Is the president a member? Does he have a vote?

When you say are you saying that because that is a majority and RONR says the quorum is a majority? Or is there a bylaw provision setting the quorum? As in all matteres, the assembly is in charge, not the chair. The assembly, unless there are applicable rules, can decide if it wants to allow visitors at its meeting. The chair can invite people, but the assembly is free to say no.

The question isn't whether it violates RONR, since none of this procedure comes from RONR. It's whether it violates your rules. Your organization seems, at least thus far, to have interpreted it as not doing so. I tend to agree, although my opinion isn't material. I don't think such a rule is wise, unless forced on you by governing law, because it gives too much power to the person who prepareds the agenda. (Do your rules say that the Associate Dean for Academic Affairs does so?) But here we are. The member will need to try to add it by a 2/3 vote of the faculty, after your organization decides what that means. (2/3 of those present and voting, or of the entire membership?)

An amendment takes effect immediately upon adoption. However, the motion to adopt the amendment may contain a proviso setting a later time. The proviso should not be incorporated into the amendment. I move to amend the constitution by striking X and inserting in its place Y, provided that the amendment shall take effect on the adjournment of the meeting in which it is adopted.

Well, in that case, he should be advised that, as far as RONR is concerned (law is a different matter), it is way too late to complain. Indeed, it was probably too late to complain when the election took place, let alone now that, most likely, the terms involved are over. So if he is keen to enforce RONR, he's barking up the wrong tree on that specific complaint.

Oh.

https://www.parli.com/

I've never worked with that book, but working off the description by the publisher, it seems to be that, plus to incorporate a set of rules for HOAs, answering questions to which RONR provides no answer. One thing to check for: some books on parliamentary procedure, such as RONR IB, contain a statement to the effect that this book is not intended as a parliamentary authority, and if the bylaws make it the parliamentary authority, they should be understood to instead refer to RONR.

I think the bolded portions above deal with this objection. If the bylaws say "the order of bsiness shall be as prescribed in RONR," they are not otherwise silent on the question of the order of business. Put another way, your question is akin to asking if a special rule of order may override a bylaw, when the bylaw incorporates RONR by reference. I don't think the latter matters. But in the case presented by the OP, there was no bylaw to override.

No, but the board itself can vote to demand them. However, they may be disappointed as committees are not required to keep minutes. No, but to the extent the VMs form a deliberative body, it can demand the minutes. Unless I'm missing it, I don't think you told us where the board fits into this structure. Yes, except as noted above, and understanding that committees are not obligated to keep minutes, their report being the record of what was decided.

You seem not to have engaged with the second part of my response, though. Why do you think that part is wrong? I think that is the only non-silly reading of those words, yes. Law and bylaws don't always travel together. The bylaws saying RONR is your parliamentary authority doesn't, by itself, make it legally binding. Whether it is or isn't will depend on the relevant laws, which vary state by state, and the nature of the organization.

I have no idea how these three board members can read the plain English of and reach the interpretations they have reached. That said, your bylaws have you using a different book from RONR. That book is not, most likely, intended for such a use. For instance, its self-description says: Since my big brother has not given up his domain and does not plan to for many years, I have come to help Robert McConnell Productions teach the very basics of parliamentary procedure and good meeting practices. But we want a parliamentary authority that will handle even hard cases, not just the "very basics." True, it does contain rules for HOAs and such things as proxy voting. In any case, wise or not, that's your parliamentary authority, so unless it contains other directions (as RONR In Brief does, for instance) it's what you should follow, not Rules of Order, Newly Revised.

I don't see any reasonable interpretation of other than that RONR is your parliamentary authority. Different language would be better, but for this to mean something, I think it means you should follow RONR except in those cases RONR says not to, such as when your bylaws or special rules of order vary. In any case, a democratic society will follow the common parliamentary law, which in practice will look quite similar to using RONR.

Yes, although the association should amend its adoption of RONR to match the language provided in same. The bylaws call for following RONR when applicable and not inconsistent with the bylaws, and say nothing about special rules of order. RONR, in turn, says that an organization may adopt special rules of order, and that such rules supersede RONR. Since the bylaws contain no inconsistent language, you follow RONR in this regard.

It seems to me that a motion to suspend the rules and immediately adopt X presents one question, whose resolution might achieve two things. It is similar to a compound motion. The difference is in the logical structure - here, the first thing is necessary but not sufficient for the second thing to be done. Note that the assembly is not free, absent a motion to amend, to adopt the suspension but reject X.

Yes, thank you. That is not a special rule of order; it's a situation permitted by RONR itself, so while it disproves "you cannot have two immediately pending main motions," it does not disprove the claim that I've never seen a special rule of order to that effect.

Yes, although with the limitation that, at a special meeting, motions are not in order if they are not within the purpose for which the meeting was called. So long as the motion is otherwise in order, assuming the agenda has been adopted, a member may move to amend the agenda by a 2/3 vote or a majority vote of the entire membership to include the item. Or the rules may be suspended to permit taking it up. Or it may be moved when agenda items have been completed and the meeting has not yet adjourned. But that's just RONR. There may be other applicable rules, depending on the organization and its nature. For instance, there may be open meeting laws that may bear on this question.

I don't believe RONR explicitly says this. I doubt the authorship team would have expected anyone to think a chair can evade the purpose of a special meeting via this trickery. It amounts not letting members call a special meeting. Which is fine; an organization is free to do that. But if it says members can call a meeting, then presumably they should be able to do so. That's not a RONR matter, though.

I have never seen a special rule to the effect that two main motions may be pending at the same time.

I don't understand what happened. You had a motion to do two things, so how were there different votes? It sounds like you may have had two main motions at the same time, which violates a fundamental principle of parliamentary procedure.

I would read your rules as requiring the meeting to be called for the purpose stated. Although they don't say as much, they allow for 1/3 of the members to cause there to be a special meeting. And a special meeting is characterized by its purpose and may only conduct business specified in the call. So if they call a meeting to "discuss events" you won't be able to conduct business relating to office furniture, so you haven't gotten the special meeting you asked for. I guess that answer is more of a "that would be absurd" than anything else, though. But it would be absurd for them to be permitted to change the purpose. It seems to me, though, that those who want to call the meeting should not call it to "discuss purchasing office furniture" but rather to conduct business regarding office furniture. A special meeting called only to discuss something will be unable to conduct business, in my opinion.

You would raise a point of order. Note that the burden is on you to show by clear and convincing evidence that a quorum was not present. Also note that the claimed conflict of interest would not, per RONR, be a reason to invalidate the action - one with a conflict should not vote, but cannot be compelled not to.

I don't think you will. First of all, RONR assigns little importance to whether a vote is unanimous or not. In fact, the only time is comes up is unanimous consent, and if a unanimous consent request fails, nothing is lost. Second, if more people respond to the call for ayes than for nayes, but someone responds to the call for nayes, it's not unanimous, and nothing in RONR says it is. You might ask the person so claiming for a citation.

That, and that by definition a write-in is not a nominee.

I don't know where presidents like this think they get the power to set the terms on which boards may deliberate.