Alicia Percell, PRP

Wouldn't the question of whether it can be amended within the scope of notice hinge upon whether their bylaws require that notice be given for the dues change? RONR (12th ed.) 35:2(6) in relevant part (emphasis added): "When these motions require previous notice (as may be the case with respect to a motion to rescind or amend a provision of the bylaws or a special rule of order), such a motion cannot be amended so as to make the proposed change greater than that for which notice has been given." For the benefit of C. Fonda, what we're discussing when we say "scope of notice" is that there may be a defined range of amendments which might be in order when the proposal comes to the Annual Business Meeting for a vote. Since you're dealing with a dues change, that is the classic example used to discuss scope of notice in Robert's because it's easily defined. Often dues are set in the bylaws, and bylaws often require that the membership be notified in advance of proposed amendments to the bylaws. If that were the case, and your dues were currently $10, and it were proposed to amend the dues to $20, then at the meeting the membership could amend the proposal to set dues at any number between (inclusive) $10 and $20, but they could NOT amend it to less than $10, and they could NOT amend it to more than $20. So there's a range of allowed amendments, anything between the CURRENT amount and the PROPOSED amount for which notice was given. It sounds like your dues may not be documented in the bylaws, but they have this other board-proposed-membership-approved path. Do your bylaws require that notice of the proposed dues change be given to the membership prior to the Annual General Meeting? You can read about scope of notice in these locations in RONR 12th ed.: 35:2(6), 35:4, 56:50, 57:1(2), 57:4–5, 57:10–13

OP wrote: "Our bylaws mention a certain position that we would have to hire for. [...] It just says the board directs this person but that direction is limited." Do your bylaws just "mention" the certain position, or do they require the certain position? Do they say the position shall/must exist, or that if the position does exist, then the board directs that person in certain limited ways? Can you provide a verbatim quote of exactly what the bylaws say about it?

Ah, if annual meeting attendance is so low that the board members themselves are a majority, that could explain a lot...

The function you describe sounds like a committee to me. Special committees perform a particular task and dissolve when the task is done. Standing committees provide some class of functions on an ongoing basis. If it's an issue of prestige, you could name it the Super Prestigious Committee and set high standards for who can be on it. What sort of power do you want them to have that a committee wouldn't have? See RONR (12th ed.) 13:8(d) for appointing a committee with "full power" to do what you need it to do. I suggest you not try to create some other kind of undefined, not-a-committee entity, because then you lose the benefit of all the rules your parliamentary authority sets for how that entity would operate.

You showed us one bylaw provision which says, "The annual membership meeting shall be in October or November. A board member shall be removed by a majority vote in a membership meeting." That sounds like a potential path. While it's oddly worded ("shall" is a mandatory word, so must a board member be removed at every membership meeting?), at least it gives you a lot of flexibility for the membership to remove board members. It doesn't put limitations on the reasons for removal, and it isn't a complex process. It doesn't necessarily say the membership can choose who replaces that person, and absent some sort of prohibition elsewhere in the bylaws the board could turn around and re-appoint that just-removed person. Since the board members elect the other board members, do your bylaws make provision for the extreme case in which there are zero board members left (all removed by membership, or all of them resign at once)? If the membership were to remove each of the board members by majority vote at a membership meeting, how would you get that one starter board member in place to appoint the rest and amend the bylaws? I could imagine that if you started removing board members, once the size of the board got down to 5 remaining members, a chair might rule further removal motions to be out of order with an argument the bylaws require 5 to 11 board members... If the board kept its size at 5 members, what would that do to the membership's ability to remove a board member...? Especially since you're an unincorporated organization, it really might be easier and less contentious to just start a new organization with well-written bylaws, have a mass resignation from the existing organization, and let the power-mongers on the board have their own private club. I don't really know what kind of entity it is, so I don't know if that's an easier-said-than-done scenario. Though it doesn't impact how the rules work, I am curious about what arguments were made to the membership that successfully talked them into handing over this much power to the board.

I agree that it would take a bylaw to compel a person to abstain on a vote. Interestingly, I couldn't find a passage which directly says that, and that makes it a little messy to develop the argument. Because members have a RIGHT to vote, RONR 45:4 says you can't compel them to abstain even when there's a conflict of interest. That's a rule of order, which normally could be trumped by a special rule of order. But RONR 1:4 also says you can't deprive an INDIVIDUAL member of one of their basic rights except through disciplinary proceedings...and RONR 25:11 says you can't even do it with a suspension of the rules, which would normally be enough to overcome a special rule of order. Membership rights are a subject for the bylaws (56:2, 56:19-20), and even a member who is late paying his dues can't have voting rights suspended unless the bylaws so provide. The overall picture leads me to say that a requirement to abstain under certain circumstances would have to be a bylaw. If we had a copy of the claimed rule/bylaw, along with clarification of which of those two it is, we (probably?) wouldn't be debating whether there's a difference between requiring a person to not vote versus depriving a person of the right to vote. 🙂

The passage cited about fundamental principles of parliamentary law (25:9) only places certain restrictions on when it would be in order to make a motion to suspend the rules. It does not limit what can be done with a bylaw. To provide a citation supporting Mr. Kapur's first paragraph above, RONR (12th ed.) 2:2 says: "Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." You showed us that officers are appointed by the board, but how are non-officer board members chosen? By the membership at something like an annual meeting? If so, then organize a campaign to elect a slate of board members who have pledged to immediately amend the bylaws to once again return the amendment power to the membership. Also, look to see whether your bylaws specify some path for the membership to remove/replace board members in between regular election dates.

That bylaw is pretty painful to read. When something is this vague, you're destined to have arguments over what it means. Even those of us here are reading it in different ways. One could read 7.1 like this: "A person elected by a majority vote of the Executive Board (...skip a bit, Brother...) shall fill a vacancy occurring in any elected office for the unexpired term." That approach would view the comma clauses as setting some sort of conditions for when the vote can happen, but I have no idea what the clause "Board of Directors and members present" is supposed to add to the equation. That approach looks like the Executive Board does fill a vacancy in any elected office. I don't see a requirement that the vote to fill the vacancy must happen at a regular meeting...just a requirement that notice must have been given at the previous monthly meeting. I don't see a requirement that notice must be given to the entire membership. It doesn't say to whom notice must be given, and without more detail than that, notice is usually given to those who will be voting on the question for which notice is being given, which would be the Executive Board members rather than the entire membership. Unless there's some other bylaw describing to whom notice is to be given, I wouldn't read that to say it must be given to the entire membership. An alternate reading would be that 7.1 says that vacancies in any elected office are filled by a vote of a group consisting of "the Executive Board, Board of Directors and members present." Unless the rest of your bylaws are even more strangely structured, it is unlikely that there are monthly meetings of the Executive Board, the Board of Directors, and the membership all at once in the same meeting. What would be the point, since the Executive Board tends to make decisions in between meetings of the Board of Directors, and the Board of Directors tends to make decisions in between meetings of the membership? I can only offer two recommendations: 1) that (presuming you use Robert's Rules of Order Newly Revised as your parliamentary authority) when your organization attempts to interpret this bylaw, you review the principles of interpretation given in 56:68 of the 12th edition, and 2) that you heed Richard's advice above to amend the bylaws for more clarity. When writing bylaws, it's much better to have clarity with a higher word count than to use such a degree of brevity that a rational reader cannot understand what it means. Article 7.2 isn't even a complete sentence. If I were rewriting this, Article 7 would have one section, not two, and it would start something more like this: In the event of a vacancy in the office of President, the Vice-President shall become President for the duration of the unexpired term, and a vacancy occurs in the office of Vice-President. For vacancies in any elected office other than President [...clearly specify the process for filling the vacancy including who does it, any unique vote threshold, to whom you wish notice to be given and how, any desired restrictions on when the vote can happen, etc...]

Is the original question saying that NO member in the ENTIRE organization is eligible to hold ANY of the offices? Or that for ONE particular office, none of the nominees were found to be eligible, though others in the organization might be? Or some other variation?

You haven't yet given us enough detail to evaluate your belief that the bylaws are being violated if they do not include the entire membership in the process. Perhaps you should copy/paste exactly what the organization's bylaws say about how board vacancies are to be filled.

The reason that this is not a question about RONR is that its rules were written under the assumption that adopting a motion once is sufficient, and it's out of order to introduce the same motion a second time after it has already been adopted. The rules for reconsideration in RONR are in that context. Your organization has created a situation which doesn't exist in RONR, the second reading scenario, and that removes it from the context of the rationale for various rules about reconsideration. If I were a voting member of this organization, and if the city attorney informed us that there were no applicable laws to inform our interpretation of the rule, I'd argue that reconsideration is not necessary when it comes back again. It's a mandatory second consideration, and the rule quoted above says that in round 2 it may be "amended as desired" during round 2.

We were given no information on what type of organization this is, so all we can do is give the generic answer already given that RONR has no particular applicable requirement. Is this a governmental body which has some kind of eligibility requirement about being a resident? If it's governmental, that might mean any such requirement would be in a law or a governmental body policy instead of in bylaws. Is it a chess club? Check the bylaws. The nature of the organization makes a difference in our ability to instinctively detect likely details that weren't given. Without more information, Mr. Merritt has done the best that can be done with the limited info from the question.

Unless your organization has adopted rules/bylaws giving the president powers to control the debate timing, no, the president does not have unilateral power to cut off debate while others are still seeking recognition to continue debating. Instead the assembly decides how long to debate. If 2/3 of the assembly decides it is time to stop talking and get to a vote, they can do so by adopting a motion for the previous question with a 2/3 vote. See RONR, 12th ed., 16:1 and following. That is the point of order which should be raised the next time you encounter this situation. I agree with the above posters that the point of order should have been raised at the time, and it's too late to do that now. For more info on what types of points of order must be raised immediately versus which ones can be raised later, see RONR, 12th ed., 23:5 and following.

Not unless the motion itself had an expressly stated expiration date...which it probably didn't. If the board changes its mind a year later, they can move to rescind the motion or amend it in some way that suits the changed circumstances.

I'm just adding citations to support the advice Richard gave above: RONR 45:2 - "One Person, One Vote. It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote. An individual member’s right to vote may not be transferred to another person (for example, by the use of proxies)." RONR 45:70-71 - "Proxy Voting. A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable. In a stock corporation, on the other hand, where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy. But in a nonstock corporation, where membership is usually on the same basis as in an unincorporated, voluntary association, voting by proxy should not be permitted unless the state’s corporation law—as applying to nonstock corporations—absolutely requires it. If the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result (cf. 56:49n1)."

Nothing in Robert's Rules precludes someone being nominated and elected in absentia, though as noted above you should confirm their consent and willingness to accept the position, and you should express that at the time of the nomination. Unless your organization's rules have some sort of requirement that the person be present, there aren't other hurdles.

Some of your terminology is making it difficult for us know whether we're addressing your core question. We know what a member is but do not know what a "member in benefit" is, or whether that is some special category in your organization other than just being a member. I would guess that when you say "AGM" you mean an annual general meeting, but we don't know your organization's acronyms. Others have already pointed out that you seem to be using "table" in a way that doesn't match Robert's Rules usage. (To table a motion means to temporarily set aside an already pending motion in order to take up some other urgent matter instead.) But presuming that he was actually entitled to attend a meeting under your rules and was improperly denied admission, and he just wants to know what to do about it, that doesn't necessarily nullify the entire meeting. Raise a point of order at the next meeting that the person was improperly denied admission, and if the point of order is sustained, any motions that were adopted by a margin of one vote would be invalid. From RONR 23:7, "Remedy for Violation of the Right to Vote. If one or more members have been denied the right to vote, or the right to attend all or part of a regular or properly called meeting during which a vote was taken while a quorum was present, a point of order concerning the action taken in denying the basic rights of the individual members can be raised so long as the decision arrived at as a result of the vote has continuing force and effect. If there is any possibility that the members’ vote(s) would have affected the outcome, then the results of the vote must be declared invalid if the point of order is sustained. If there is no such possibility, the results of the vote itself can be made invalid only if the point of order is raised immediately following the chair’s announcement of the vote. If the vote was such that the number of members excluded from participating would not have affected the outcome, a member may wish, in the appropriate circumstances, to move to Rescind or Amend Something Previously Adopted (35), to move to Reconsider (37), or to renew a motion (38), arguing that comments in debate by the excluded members could have led to a different result; but the action resulting from the vote is not invalidated by a ruling in response to a point of order raised at a later time."

What everyone is saying is that it really depends on the nature of the "new motion." If it's a completely different subject which is another main motion, then no. But there are other types of motions besides main motions, and some of those can be moved while a main motion is still pending, and they are voted on before the main motion is voted on. For example: amendments to the pending motion, postponing the pending motion, referring the pending motion to a committee, raising a point of order, laying the pending motion on the table so that another urgent item can be taken up instead, etc. We could answer the question in a less wordy way if you were to describe the general nature of the "existing motion" as well as the "new motion."

RONR 23:8 prescribes a remedy for any sustained points of order regarding inclusion of improper votes (bold is in the original): “Remedy for Inclusion of Improper Votes. If the announced result of a vote included votes cast in violation of a fundamental principle of parliamentary law, such as votes cast by nonmembers or by absent members, or multiple votes improperly cast by a single member, a point of order can be raised so long as the decision arrived at as a result of the vote has continuing force and effect. If there is any possibility that the vote(s) would have affected the outcome, the results of the vote must be declared invalid if the point of order is sustained.” Presuming your rules on members and their alternates are as you describe above, that the alternate can fill in while the member is gone, but not after he returns, this passage applies. The alternate continuing to vote after the member returned means he did not have the rights of a member at the time of the vote, thus was a nonmember. At the next meeting, a board member should raise a point of order about the results of those votes in which the alternate's improperly counted vote affected the result.

If there is a rule which prescribes how it should be handled, then the chair is duty-bound to follow the rule. If the chair doesn't follow the rule, that's what points of order are for. RONR 56:68 is titled "Some Principles of Interpretation" and in 56:68(1) it notes: "Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws..." There are several more rules there that you should read to see whether they apply to the situation. But start by checking your own bylaws and anything on-topic from RONR. If those are clear, there is no cause for interpretation.

Unlike members, non-members have no rights to receive recognition to speak, and as J.J. noted, it takes a suspension of the rules to allow them to do so. Depending on the group's history, a chair might have had reason to presume that no one objects, and lots of things can happen when no one objects. If someone does object, someone should raise a point of order about it.

Sure. If the rule is that candidates are allowed to give a speech before the vote, and he's a candidate, and it's before the vote, then it seems he is allowed to give a speech. You didn't mention the rule containing any other "unless there's only one candidate present" type of clause, so I presume there is no such clause and the guy is entitled to a speech.

RONR doesn't give direction on this because, as Richard noted above, there really shouldn't be an established speaker's queue under the standard practice in Robert's, though it acknowledges that very large assemblies may need to do it. See 12th ed., 3:32, which is in context of rising to obtain recognition to speak: "If two or more rise at about the same time, the general rule is that, all other things being equal, the member who rose and addressed the chair first after the floor was yielded is entitled to be recognized. A member cannot establish "prior claim" to the floor by rising before it has been yielded. In principle, it is out of order to rise or be standing while another person has the floor -- except for the purpose of making one of the motions or taking one of the parliamentary steps that can legitimately interrupt at such a time (pages t44-t45). In a very large assembly, if members must walk some distance to microphones, it may be necessary to vary from the preceding rule as dictated by conditions in the particular hall." I've generally not objected to speaker's queues which are operated in a reasonable manner, even though it's technically incorrect, but I have objected and quoted the passage above when a chair abused it for the purpose of furthering his own preferences. With electronic meetings, the hand-raising feature keeps everyone's hands up even after another speaker is recognized. To do recognition in the way that RONR prescribes, with everyone getting a fresh chance to be first after another speaker finishes, an admin would have to lower everyone's hands as soon as a speaker is recognized, and everyone would again race to raise their hand first when that person finished speaking. I don't think I've ever seen an electronic meeting admin go to the effort to actually do it this way. Usually they just leave the hands up and trust the chair will be fair. If you're in a situation in which there is plenty of time for everyone to speak, there's generally no particular harm to membership rights, but if there are limits on the time allowed for debate this practice can be ripe for abuse by a chair.

Robert's Rules does not provide any guidance on what the role of a Ways and Means Committee would be. It is up to your organization's bylaws to define it and describe its function.

What is the general nature of the motion? Did the motion pass or fail the first time? Is the second vote during the same session as the first vote, or is it at a different session, or is it at a different meeting within the same session? These factors impact the answer. Rather than us trying to run through all the possible permutations, more detailed information is needed.