Shmuel Gerber

In that case, you have the right to speak in debate on any debatable motion, and to make a point of order if the chair attempts to take a vote before allowing debate, as well as to appeal from the decision of the chair on any procedural ruling. All points of order and appeals, along with the chair's reasons for her ruling, are supposed to be entered in the minutes. A motion to go into executive session is debatable and amendable. (RONR (12th ed.) 19:16-17 (p. 217)) However, in the situation you describe, it sounds like you simply asked a question which the chair answered (incorrectly), so no ruling was involved. Instead of asking for discussion, you could rise and say, "Madam Chair, I rise to speak in favor of the motion." (or "... to speak against the motion."), and then see if the chair actually refuses to let you speak. Or, if the chair quickly calls for a vote before allowing any discussion, you could say "Point of order!" and then when the chair asks what the point of order is, you say, "I make the point of order that debate needs to be allowed on this motion. Robert's Rules of Order states that the right to debate is a basic right of membership, and that as soon as a main motion or any other debatable motion is on the floor, it is open to debate. The chair cannot prevent debate by quickly going to a vote before the members have a chance to get the floor. If the chair is going to rule that my point is not well taken, then she needs to state the reason why debate is not allowed in this particular case, and then the secretary needs to include that in the minutes." [For reference, see RONR (12th ed.) 1:4 (p. 2), 4:3 (p. 29), 43:7 (p. 367), 23:15 (p. 239).] Although a point of order is not debatable, a brief explanation such as the above should not be objectionable. After the chair makes a ruling, you can appeal from that decision ("I appeal from the decision of the chair"), and if the appeal is seconded, the question "Shall the decision of the chair be sustained?" is voted on by the board, and a majority vote against the question overturns the decision of the chair. (I don't think the appeal would be debatable in this case, but that question is a bit complicated and I don't think it is really your main concern at this point.) A nice way to ask her to stop doing this is to discuss it privately before the meeting. I'm no expert on human relations, so I offer this without any guarantees: You could say something like, "There have been some motions that were made in recent meetings that I wanted to speak on, such as the motion to go into executive session and the motion regarding subject X, but I was told that we were not allowed to debate, and no rule was cited to give a reason for it. I don't have a personal dispute with you about this, but in the future, unless there is a specific rule that says debate is not allowed on a particular motion, and if debate has not been closed by a two-thirds vote or because no board member wants to speak, I'm going to insist on my rights in debate. If the chair goes directly to a vote but I feel that the members are entitled to debate the question, I intend to politely raise a point of order, and to appeal from the decision of the chair if necessary. This is my right as a member, and it does not mean that I am against the board or the chair. It's worth it to spend a few moments at the meeting to look up the rules and make sure that the members' rights are not being violated, even if the chair thinks that the question does not need to be debated. If the other members don't want to continue debate, they can always obtain the floor in debate, move the Previous Question, and adopt it by a two-thirds vote. Otherwise, every member has the right to speak in debate on every main motion."

Are you a member of the school board?

What about when the question involves three or more members? 🙂 (I.e., the member and "other members … included with him")

I don't think this is accurate. What provision of Robert's Rules are you referring to? RONR (12th ed.) 56:68 does say that "Each society decides for itself the meaning of its bylaws." and that this principle of interpretation has "equal application to other rules and documents adopted by an organization". But the determination is not necessarily made by the board of directors; "the board has only such power as is delegated to it by the bylaws or by vote of the society’s assembly referring individual matters to it." (49:5) In the situation you're describing, I think it boils down to what procedures the bylaws and other rules have in place for issuing and adjudicating notices of violation.

I guess I do agree, after making an effort to understand how your second response was not flat-out wrong. 🙂

I'm sorry if I wasn't clear, but I didn't mean to imply that it was the question asked in this thread. I was reporting the question that was asked of the committee and (the most relevant part of) the committee's answer.

He must have been trained by the man in the yellwo hat. 🙂

It is permissible, but elections should be conducted according to the previous custom unless the assembly votes to do otherwise. "Whatever method of collecting the ballots is followed, it—like other details relating to voting—should be fixed by rule or custom in the organization and should not be subject to haphazard variation from occasion to occasion." RONR (12th ed.) 45:29 "In the absence of a rule establishing the method of voting, the rule that is established by custom, if any, is followed, unless the assembly, by adoption of an incidental motion or incidental main motion, agrees to do otherwise." 46:30 "In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, ... "If the multiple positions have varying terms (as may happen when terms are staggered or there is an election to fill the remainder of an unexpired term) and the differing term lengths have not been assigned different sections of the ballot, the longer terms are allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. If there is a tie, the tied candidates may agree which of them will take a longer term; if they do not agree, the question is put to a vote on the next ballot." 46:33-34

I agree that the board meeting could be considered open to the general membership in the sense that if it is being held in a place that the membership otherwise has access to -- which is not something the board has any obligation to ensure -- then members are free to be there so long as they do not cause any disorder and no rule, established custom, or decision of the board has excluded them. But the answer of the Opinions Committee certainly doesn't do much to shed light on the issue, and the answer seems quite misleading to me. I agree with the first three replies in this topic. The question was "Are meetings of the executive board of a nonprofit organization open to the public or to the membership? Are executive sessions and executive board meetings the same?" And the last paragraph of the Opinions Committee answer is: "The default rule for board meetings being held in executive session/closed meeting* varies depending on the adopted parliamentary authority. AIPSC, p. 108 states that, “Boards and committees are normally considered to operate in a closed meeting* unless the organization documents state otherwise.” Under RONR, on the other hand, board meetings are held in public session, open to the general membership, unless the board had adopted a rule or established a clear custom to the contrary, “A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so.” RONR 9:24." [*An earlier part of the opinion explains that AIPSC calls an executive session a "closed meeting."] The opinion itself, in an earlier paragraph, specifically notes that under RONR, not every closed session is an executive session, so it is somewhat puzzling that it relies on the statement regarding entering into executive session to support the notion that the same is true of all closed sessions. But even if it is the case that the meetings are not in closed session unless the board had adopted a rule or established a clear custom to the contrary, that does not mean that it is otherwise in "public session, open to the general membership." RONR certainly has no rule that members of the organization, but not members of the public at large, are permitted to attend board meetings. And RONR makes it explicitly clear that any nonmembers (i.e., non-board members) present can be excluded upon motion of the board; it does not say that a rule or custom must be in place for this to happen. So I would not characterize a meeting which the public and the general membership have no established right to attend, and from which they could be asked to leave at any time, for any reason, as a type of "public session."

That's OK, I'd rather he didn't try. 🙂

Your Honor, I plead not guilty by reason of having put a smiley at the end of my reply.

I thought the priests take confessions, but I see that in parliamentary law they make them too. 🙂

I don't think that general Robert thought his answer was correct and true as a matter of parliamentary law. He was simply giving practical advice. Based on the facts presented, the organization could either be stuck forever (or at least until the organization crumbled under its own weight) with bylaws that do not suit its conditions, or it could ask its members to agree to a change in them by a procedure not sanctioned under the existing rules but that demonstrates sufficient support to preclude any reasonable complaint that the members' substantive rights have been violated. (Again, assuming the premise of the question is correct.) You might choose to advise the organization that its only choice is to crumble because of poorly drafted by laws. General Robert chose to give what he thought was practical advice to do otherwise, and indeed to adhere to the spirit of the bylaws in doing so.

I agree with this. However, General Robert is answering the question asked, accepting the premises given. The questioner stated, "It is a necessity that the by-laws be amended to meet the requirements of such a large organization. … but it is impossible to get an attendance of three fourths of the entire membership." Why are you imagining that these statements are untrue, or subject to differences of opinion within the organization? Or do you think that it doesn't matter, and that it is acceptable and necessary for a society to continue in existence with unsatisfactory bylaws that are impossible to amend because of a previous oversight?

I am not aware of any provision in RONR that would allow "uncalling" a meeting that has already been properly called.

Especially in French.

Oh, so in RONR it doesn't mean "Pronunciation of the usually silent final consonant of a word when followed by a word beginning with a vowel, especially in French"? 🙂

Thank you, Richard. To repeat, RONR (12th ed.) 47:29 states: "A vice-president cannot decline to take the higher office to which he has been automatically promoted; if unable or unwilling to carry out the duties of the new office, his only recourse is then to submit his resignation, upon the acceptance of which he will no longer hold either office." I think it could hardly be more clear that according to RONR, declining to take the higher office is distinct from resigning from said office, because the first is something that cannot be done and the second is something that can be done. So why would one interpret the expression of a desire to do the first thing as actually having done the second thing?

I don't think there is any disagreement here on that point. The only dispute is whether saying "I decline the presidency", which is not an option to do, is effectively the same thing as "I resign the office of president that I already occupy (but don't even know that I do)"

If you think that by turning down the office of president, you are staying in the office of VP, I don't see how that can be interpreted as having submitted a resignation that results in having left both offices.

A point of order and appeal would be appropriate only at a time when the issue arises in connection with business at a meeting. If a suspended or dropped member attempts to exercise membership rights at a meeting, then a member can raise a point of order or the chair can rule that the (ex)-member has no right to do so, and from the chair's ruling an appeal can be made (by a member in good standing). But it would not be appropriate for a suspended or dropped member to simply raise a point of order such as "The treasurer told me that I've been suspended, so I make the point of order that I shouldn't have been, because my name wasn't announced in January." If nothing has happened procedurally at the meeting that would be affected by the status of these members, then a point of order would not be the appropriate tool.

I concur. That "assumption" bothered me from the beginning but I was not able to respond to it at the time. I appreciate your comments on this issue. Of course, we should also not assume that it is effectively the submission of a resignation from the office of president, either. 🙂

Robert's Rules used to say that the maker of the motion gets to speak at the close of debate, but that hasn't been the rule since before the 7th edition (1970). The current rule is that the maker of a (debatable) motion gets to speak twice per day in debate, just like everyone else, but has preference in recognition the first time he wishes to speak (which is often right after the chair has stated the question on the motion).

But RONR (12th ed.) 47:29 states: "A vice-president cannot decline to take the higher office to which he has been automatically promoted; if unable or unwilling to carry out the duties of the new office, his only recourse is then to submit his resignation, upon the acceptance of which he will no longer hold either office." (emphasis added) I don't think we should assume that an attempt to decline the office of president is effectively the submission of a resignation from the office of vice-president. And indeed OP Jennie stated, "I am actually the VP and I turned down the Presidency," so apparently neither she nor the board interpreted the attempt to decline the presidency as a resignation from office. But according to the OP, the bylaws provide: "Vacancies occurring in office shall be filled by the president with the approval of the Chapter Executive Board." If there is no president, then technically this provision could not be fulfilled. If none of the vice-presidents want to become president, and if the board is willing to allow them to ultimately keep their previous positions, then what is needed is a cycle, via resignation and appointment, up from the office of 3rd vice-president, into the presidency, and back into the office of 3rd vice-president, so that the only position in which a vacancy to be filled ever arises is that of 3rd vice-president. Let's say that the before the president resigned, the three vice-presidents were Jennie (1st), Kayla (2nd), and Louise (3rd); that they want to keep those positions and the board is amenable to that; and that Mary is eligible and willing to serve as president. When the president resigns (and the resignation is accepted, if necessary), the vice-presidents all automatically move up one position. Jennie, who is now president, could appoint, and the board could confirm, Mary to the now vacant office of 3rd vice-president. Then Jennie could resign from the presidency and be appointed (by President Kayla and the board) to the again vacant office of 3rd vice-president. Then Kayla could resign the presidency and be appointed (by President Louise and the board) as 3rd vice-president, and finally Louise could resign the presidency and be appointed (by President Mary and the board) back into the office of 3rd vice-president.

The bylaws can't infringe in the members' rights because the bylaws are what define the boundaries of those rights (unless there are some higher governing documents or laws that you haven't mentioned).