Atul Kapur

RONR emphasizes that the minutes record what was done, not what was said. Actions taken, such as decisions on motions, are recorded while debate, questions, and discussion are not.

I agree with @Richard Brown that it is premature to respond until we get a better idea of the Executive Director's relationship with the organization; is the ED an employee or simply an officer?

Unless the Open Meetings Act says otherwise, the public are still non-members of the body that is meeting and do not have the right to participate in the meeting and definitely not the right to interject or disturb the meeting. RONR (12th ed.) 61:19 says So, if I were the chair, I would not thank the public for the interjection but just admonish (gently at first) that the public's participation is limited to the pubic content portion. I definitely would not recognize a member of the public to speak or invite their input at all outside of the public comments section. So if a member of the public stood up and requested to speak or called out "Point of Order," I would repeat the explanation that public comment is limited to the public comment period. If a member repeatedly shouted out, interjected, or otherwise interrupted, then I would look at having that individual removed. RONR gives the chair, acting alone, the power to make this decision. Your rules and the Act may require the body that is meeting to make this decision.

You quoted your bylaws as saying The wording is not entirely clear, but I would interpret that as meaning a majority of the entire membership. Assuming 100 members and no weighted voting, that would require 51 votes to remove the president from the board. It sounds like your organization is an HOA. You should see what laws apply to your organization as they would supercede your bylaws and RONR. In referencing RONR, the common practice is to cite the section and paragraph, rather than the Chapter and Section. 44:12 says (emphasis added) "the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result—that is, he can vote either to break or to cause a tie; or, in a case where a two-thirds vote is required, he can vote either to cause or to block the attainment of the necessary two thirds." BUT 49:21(7) tells us that in small boards this rule is not in effect "If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions."

This is not a legal opinion: RONR does not have any restriction on this topic. For a legal opinion, you should consult a lawyer familiar with the relevant law in your jurisdiction.

Thx. Didn't have the book in front of me at the time.

The body could adopt special rules of order regarding recording of meetings, including a prohibition on doing so. Would a rule about the retention/destruction of such recordings also be a special rule or a standing rule? I lean to the former.

This question causes a great deal of concern about the situation in your organization. Members have a right to participate and, in order to do so, to receive notice of meetings. Therefore, all members who have the right to vote on a motion (assuming email voting is allowed) must be notified that a vote is occurring.

Despite Mr. Elsman's response, many committees do function in the nature of boards and keep minutes. For those that do, (which appears to include the OP's organization), it is important to recall that the minutes record what was done rather than what was said. So the discussion should not be included and, even more so, material that responds to the discussion should not be included. The chair is free to distribute the material (such as this "clipping") to the members prior to or at the meeting, but I don't see any benefit to including it in the minutes.

Under RONR, the reports (from boards, officers, and committees) are themselves business items, as you can see from headings (2) and (3) in the standard order of business: If your organization has adopted its own order of business, hopefully reports are one of the headings there, as well.

Yes. "The subsidiary motion to Commit or Refer is generally used to send a pending question to a relatively small group of selected persons—a committee—so that the question may be carefully investigated and put into better condition for the assembly to consider." RONR (12th ed.) 13:1

Many groups follow this process. It is inefficient, as you have described, and often allows the most forceful personalities in the room to dictate the outcome - by proposing a motion based on what they perceive the consensus to be. That "consensus" often reflects the desire of the proposer, even if it is not the will of the group, and sets the frame for the decision. Robert's indicates that parliamentary procedure evolved from that type of process to the current one: discussion is initiated by a motion. I agree with @Joshua Katz that a good way to introduce the concepts is to note the inefficiency (and, if present, the dissatisfaction with the outcome as non-reflective of the overall group).

If, as you say, there were clearly more than two-thirds who voted in favour of suspending the rules, it seems highly unlikely that you would have gotten a majority to support your appeal, which would have been the step after the chair ruled against your point of order. That's a huge leap in logic - too big to be valid.

Two different processes were confused here. Whichever process was used, it should have been completed at that time. The "nomination" and second and call for discussion suggest that this was being handled as a motion "That x be appointed to fill the vacancy." After the discussion was completed, the chair should have put the question to a vote. If it were defeated, then someone could make another motion to appoint someone else. The other method is an election. Nominations are made when an election is being held. The chair calls for nominationS, as many as people wish to make. After all nominations have been made, then the vote is taken until a winner is chosen. (Debate can occur while nominations are open. See 46:28.) Check your rules to see which method you should be using and use that. Don't mix the two up.

If you just want to have an informal discussion of the issue that is the subject of the special meeting (as stated in the call to the meeting), then one option is to move to consider the motion informally, or the subject if no motion has yet been made. This suspends the rule limiting the number of times a member can speak in debate on the main question and any amendments to it. See52:24-27

I agree it should be held asap, but in any case the adjourned meeting must be held before the next regular meeting RONR (12th ed.) 9:17

What did you think "etc" meant other than "ElecTroniC"? 😉

After reading the attached file, I don't understand why you are taking the complicated route described. The committee has already taken the hard step of recommending suspension (they have done the hard work of "belling the cat"). Unless you have your own rules that say otherwise, all that is needed is a motion to adopt the committee's recommendation, and you, as Chair, can assume that motion if no one from the committee wishes to move it (no second required as long as it wasn't a committee of one).

Nothing in RONR prohibits this, unless it is incompatible to hold both positions. An example of such incompatibility would be to hold both offices of president and vice president, because the vp's role is to replace the president if that office is vacant.

A group of members may still benefit from the services of a floor parliamentarian, even if that individual is not allowed entry at the meeting itself. I have advised a client in such a situation, by reviewing the agenda and preparing her for what would happen (reviewing and rehearsing the steps that she should take and when) in order to protect her rights and achieve her objectives. Others have been outside the meeting room but nearby and, as mentioned above, communicated in realtime by texting, etc. The group may hire a parliamentarian simply to teach them about parliamentary procedure so that they are more comfortable and confident in the meeting.

I understand the need for impartiality during consideration of the motion, but do not agree that it applies to the ruling of whether the motion is in order. This is partially due to the fact that the ruling can be appealed. Speaking to the technical matter, I respectfully suggest you have missed the relevant part of the citation (bolded): so not just upon the making of the motion but during its consideration, which is (for other readers who may not be as familiar) the fourth of the six steps in §4 and does not begin until after the motion has been moved, seconded, and stated by the chair, as stated in §4, particularly 4:25ff This is also consistent with the timing in 62:11n4 regarding a motion to remove a temporary chair (emphases added): "Once such a motion is made and seconded, the chair must state it, and then, since it refers to the presiding officer in a capacity not shared in common with other members, the chair must be turned over to the secretary or secretary pro tem. The new occupant of the chair then presides during consideration of the motion..." Pragmatically, requiring the chair to relinquish simply upon the making of the motion leaves the meeting vulnerable to much mischief, as your suggested process would be very disruptive, even if it wasn't purposefully being used for dilatory purposes.

If the Chair believes that the motion is not in order, for the reasons you provide, why state the motion at all and go through this process? The Chair should simply rule the motion not in order. The Chair can hear a point of order and preside over any appeal. Only if the Chair's ruling is overturned would the Chair state the motion and relinquish the chair.

To be clear, I am saying that, for the purposes of determining what is required for the officer to be removed, that a fixed term (without the "and" or "or" language regarding successors) means that the disciplinary process needs to be followed. I make no claims of equivalence for any other implications of the "and" language, if any.

As I believe I have stated previously, I believe that your language leads to the same conclusion as if it stated "and": you would need to go to discipline (the first alternative). Expediency towards the desired goal is not the appropriate consideration of which alternative to follow. However, if you have enough who agree with you, you can suspend the rules and temporarily remove the chair's authority to preside over the current meeting with a two-thirds vote. See 62:10 & 62:11-14. You can do this at each meeting. This does not, however, remove his authority to appoint committees.

It also appears that the motion to remove can only be made at a special meeting. (and I am ignoring anything in a different thread) @Jay M, here is how I interpret the proposal as I read it: A motion to remove an officer can only be made at a special meeting of the board. Currently, under RONR and your bylaws language, it could be made at any board meeting. To be adopted, a majority of the full membership of the board must vote in favour, so absences and abstentions would have the same effect as a negative vote — although I agree with Mr. Katz that your language is ambiguous. Currently, this motion requires a two-thirds vote, the affirmative vote of the majority of the full membership of the board, or a majority vote if previous notice has been given. If the president is removed, the vice president acts as president until the new president is elected in some period of time (whatever "a week days" means). Currently, the vice president would become the president and you would have a vacancy in the office of vice president (unless you have a different provision in another part of your bylaws).