Mark Apodaca, PRP

I am at a conference and during the coming business meeting tomorrow, there will be 10 proposals to amend the bylaws. They are at different places within the current bylaws. One member is planning to make a motion to accept all 10 amendments once as a group. I understand that this is done when conference standing rules are presented to the membership for their approval. Is this allowed for the bylaws? Should it be processed in the same manner as conference standing rules?

I would like to know your opinion on policy and procedures. An organization plans to draft new revised bylaws and upon completion, a board policy and procedures manual. Once both are completed, they will be presented at an annual business meeting for the membership's approval. Now, once both are in use after approval by membership which group controls the policy and procedures (PP)? It is related to adding, deleting, and changing the language in the PP. If the bylaws mention that adds, deletes, and changes to the PP must be approved by the membership during the annual business meeting, that takes care of it. But if the bylaws mention nothing about it, it falls under the control of the Board of Directors. Your opinion or any further questions?

Atul, I do value your advice and helpfulness. I have RONR in e-book format which I do use. It has been downloaded on my laptops as well as Kindle. I also have a number of books for reference. I probably purchased every parliamentary book from Amazon as well as books from AIP. Yep, I will ask for advice when it comes to the CP and CPP. I also value Mr. Gerber, Mr. Elsman, Mr. Honemann, Mr. Martin, JJ, Mr. Katz, Mr. Kovosielski, and Mr. Brown's input and advice and appreciate their being helpful. I hope to meet you all in person during the Leadership Training Conference. If not then hopefully next year. Mark

That is what I normally do but every once in a while a delegate or member will make a parliamentary inquiry asking where the rule is located in RONR. That is when the presiding officer would ask me.

Mr. Gerber, I will be the parliamentarian during a conference and ASL will be used throughout the conference. If there is a parliamentary inquiry and if I am to check RONR, I will read the section and use ASL to communicate the rule to the delegates. That is what I mean by translating. I am not going to translate the whole RONR book into ASL. Mark

Atul, One of my biggest challenges as a parliamentarian is how do I translate what is said in RONR (English) into American Sign Language. I did not learn ASL until I was 18. A ten-word motion can be translated into 3 or 4 ASL signs. It is very challenging. So there will be times when I will ask for clarification. 🙂 Mark

Thank you...

I am trying to understanding one of the characters of postpone indefinitely. This is what it says: Can be applied only to the main question and can therefore be made only while a main question is immediately pending. Motions to Limit or Extend Limits of Debate and for the Previous Question can be applied to it without affecting the main question. It cannot be committed (although the motion to Commit can be made while it is pending. It cannot be definitely postponed or laid on the table alone, but when it is pending, the main question can be definitely postponed or laid on the table, and in such a case, the motion to Postpone Indefinitely is also postponed to the specified time or carried to the table. If an individual makes a main motion and later another makes a motion to postpone the main motion indefinitely, then a third individual makes a motion to postpone definitely, both the main motion and motion to postpone indefinitely are postponed together?

Thank you Gary for sharing your thoughts. I believe this was a good discussion and beneficial not only to us but to those who take the opportunity to read the discussions. It will help them prepare for a similar situation in case they face one. Having everyone share their respective perspectives, quoting RONR, and having an intelligent discussion has its benefits. Again, it was greatly appreciated. Mark

Atul, Your point is well taken. Mark

Rob and Joshua, Who knows what RONR will look like after the 13th and then the 14th editions are printed? Could hit 1,000 pages and be split into two volumes. I own an accounting book published in 1920 and it is a small manual. Today accounting textbooks are over 1,200 pages.🙂 Mark

Thank you Joshua for your clarification. There will always be some kind of issues. Sometimes I wish things were as simple as the 176 page 1st edition. When General Robert passed away, the 1915 edition was only 323 pages. When I see the 12th edition with its 800 pages, there must be a lot of issues since then. Mark

Thank you Josh. It would be nice if RONR had a short section within conventions and elections differentiating membership based and delegation based rules. I was in a meeting where a candidate won the vice presidency by one vote, her vote as a delegate and the other candidate could not vote because he was not a delegate but a member of the organization. While observing, the argument I saw was that some delegates felt that the candidate who was a delegate should not have voted because of what they said was an unfairness in the process. Mark

Joshua, I am a member of NSHMBA's. I pay my membership dues annually a well as donations. I am a member of the New Mexico SHMBA's. NMSHMBA's, which is a member of NSHMBA's, will send two delegates to the NSHMBA's conference next week. I am not a delegate, but I will attend the conference. Now if I decide to run for Treasurer, I cannot vote, at all because I am not a delegate but I am a member of the NSHMBA's. NSHMBA's bylaws do not allow individual members like myself to vote. The other candidate can vote all because she is a delegate. So, if I follow you correctly, what you are saying is that even though I am a member of the organization, pay my dues, and donate to NSHMBA's, technically, I am not a member? Mark

JJ, I follow you. It has been my thinking that RONR's purpose is to cover fairness and equality. One member's right is not greater than another's. I am looking at two cases: Case A, a national organization has 10,000 regular members where this type of membership can vote during elections. To meet the quorum, there must be 10 percent of more regular members present at the conference. If 1,200 regular members show up at the conference, that many can vote during the election for vice president. Everyone's vote is equal. The candidates can vote for themselves if they wish. Case B, the national organization has 10,000 members. There are 50 state associations, separate 501(c)(3)'s. Each state association can send up to four delegates to the conference. During the conference, there were 200 delegates which is the quorum. To meet the quorum, there needs to be a majority of delegates present or at least 101. Only the delegates can vote for officers of the national organization. Candidate 1 is a delegate and running for vice president. Candidate 2 is not a delegate and is also running for vice president. Candidate 1 can vote and candidate 2 cannot. Candidate 1 wins by one vote. In my opinion, in Case B, I do not believe that this is a fair election. Candidate 2 cannot vote because she is not a delegate. I don't see the equality in the election process. One solution is to have the standing rules point out that in the case of Case B, the delegate will have to abstain from voting. Mark

I would agree if it was the regular membership voting. But, when it comes to delegates, I am not so sure. Regular members have the opportunity to vote, but when it comes to delegates, the voting is limited and the person who is not a delegate cannot vote. It can be interpreted to be an unfair election process. Mark

I am requesting your opinion. There was an election for the vice presidency of a national organization and there were two candidates. The election was to be voted by delegates only. One of the candidates was not a delegate but he is a member of the organization. The other candidate was a delegate. When the time came to vote, the candidate who was also a delegate won by one vote. To have a fair election, should the candidate, who was a delegate, have abstained from voting? My opinion is yes in order to make it a fair election. Can you point to RONR as to where it is found? Mark

The organization uses RONR. For some time the bylaws specified the 8th edition even though the 12th edition was the current edition. The board amended the article. State nonprofit statutes are something I would rather not touch. Since I am a PRP serving organizations throughout the USA and each state has its own statutes, it will be better if an attorney handles it. Sometimes I would look at the statutes for my own information. Mr. Honemann made the point that board members are technically the members of the organization so I will go by Section 63.

The organization files its Articles of Incorporation to come into exist. The Articles of Incorporation will list three or more founding members who make up the board of directors. The Articles of Incorporation will list the organization as a non-membership based organization. If not in the Articles of Incorporation, then it will say so in the bylaws. Then the organization will file for a FEIN and application to become a 501(c)(3) nonprofit organization. During that time, the three or more founding members will recruit individuals to the board. The bylaws will outline the roles and responsibilities as well as the terms of each officer and director.

Usually when an organization wants a certain individual to serve on the board of directors, the individual would be interviewed by the governance committee. If the individual is highly recommended, the chair of the governance committee will recommend the individual's name with all information to the board. for its review The board will then vote to accept or reject the individual. If majority votes in favor, the individual becomes a board member.

It can be looked at that way but in the non-membership based organization's bylaws under the article covering membership, it says "The organization shall have no members". The board officers and directors are appointed and do not pay membership fees. They donate to the organization. I have seen bylaws for this type of organization having articles and sections explaining the process of removing an officer or director, but this organization I am referring to does not.

Non-membership based organizations are nonprofit organizations which do not have members. Board members are appointed by existing board members. Membership based organizations have members which elect officers and board members during their annual meetings or conferences. NAP is a membership based nonprofit organization. The United Way is a non-membership nonprofit organization.

This is in regards to an non-membership organization wanting to remove a board member. After reviewing the bylaws, there was no article or section covering the removal of a board member. RONR mostly covers the removal of a board member under membership organizations under Chapter XX. I checked AIPSC and from page 185 to 186, it covers the removal of board members. What is your experience or how do you handle the removal of board members of non-membership organizations?

I was able to find the 7th and 8th on eBay. When I typed Robert's Rules of Order Newly Revised, they did not appear. I removed Newly, and then there they were. I ordered both. Thank you for your suggestions. My parliamentary library is kind of full now. Another shelf is needed. https://content.invisioncic.com/r127373/emoticons/default_smile.png Mark

I own three of the four Parliamentary Questions and Answers published by NAP. The 2nd volume was published in 1970. I was wondering if you know of anyone who may have an extra copy of the 8th edition of RONR? Or do you know where I can get a copy? Mark