Wright Stuff

Sorry for the late reply. I missed your response. The convention lost quorum and then adjourned. Our situation got more complicated after the missed election, but your responses are very helpful in understanding that narrow issue. The problem with the decision is that it establishes a problematic precedent. If a vocal minority of the body supports an unpopular officer, they can disrupt the convention until a quorum is lost, and the unpopular officer will remain in office for another two years. The leadership has decided they're going to do whatever is most expedient for them, so the point has become somewhat moot. The challenge for the future will be to prevent chaos that runs out the clock on the convention and results in a loss of quorum. (The organization always holds elections as the last item on the two-day agenda so that people will not leave early.) When quorum is lost, the convention adjourns, and the incumbent officers remain in office. That's what happened here. There is another convention in one year, but the bylaws say that officers must be elected in odd-numbered years. It was a violation of the bylaws to not hold the election. It would be a violation of the bylaws to hold that election at the 2024 convention. I've always thought that a remedy should do as little damage as possible to the bylaws or RONR. Maybe there should have been a concurring opinion to provide cover, but the committee empowered to adjudicate bylaws matters didn't want to spend any time on the decision. I'm on that committee, but I've become convinced it's not worth my time. It's another group of people who think that RONR is too archaic and too complicated even though it is designated by the bylaws as the controlling parliamentary authority. I'm becoming an RONR slob (because it works.)

I'm still not sure I'm answering the questions you're asking, but I'm trying. The board said the bylaws were to be interpreted without regard for the provisions of RONR, but that interpretation was not possible since the exact situation we encountered was not described in the bylaws. They decided that since no election was held. the office holder remained in office for another two years. End of story. However, if RONR is binding or even persuasive, there should be another election as soon as possible. Any step taken, including declaring the current holder remain in office, violates the bylaws. It would not be possible to call a special convention since there are no provisions in the bylaws for a special convention. There was no perfect solution to the problem. RONR has provisions for dealing with missed elections. RONR is the parliamentary authority for our organization. RONR was not consulted for direction in solving the problem. The body allowed a member to announce that RONR could have nothing to do with the decision. I think that's wrong and creates a dangerous precedent. I agreed under the circumstances that the least destructive solution was for the current office holder to stay in office. I don't agree that RONR is not relevant to finding a solution for the problem. Again, nothing here is hypothetical. It's all too real and too unfortunate.

I think so. Nothing hypothetical. They (erroneously, I think) decided that RONR didn't apply to our bylaws even though RONR is, in essence, incorporated by reference. If I stay involved, I will ultimately challenge that decision using the information in this thread. It is my firm opinion that RONR is essential to interpreting the bylaws. But I'm learning.

No, the organization is out of luck. I was just trying to help. No good deed goes unpunished.

The body approved the change to the bylaws a year or two ago. The only thing bogus is the qualifications of the members of the Bylaws Committee.

They gave themselves the power to be the final authority on the interpretation of the bylaws. The body approved the change a year or two ago -- probably because none of them was smart enough to realize what they were voting for.

You're preaching to the choir! It's a case of them doing what they want instead of what the rules say. The majority rules.

Unfortunately the majority of the Bylaws Committee disagrees with you. They ruled that RONR applies to the bylaws when they want it to apply. "Robert's Rules is just for meetings, not for interpretations of the bylaws."

@Josh Martin, thank you for your detailed response. To be clear (I seem to say that a lot), I am in NO way advocating creating chaos. There is a substantial percentage of the organization that is planning to do so. My objective, to date, has been to do all I can to learn the rules to help the organization run in an orderly and predictable fashion. Now that the Bylaws Committee has unofficially said that RONR has no effect on the interpretation of the Bylaws even though the Bylaws say that RONR is the parliamentary authority, I have reached the conclusion that I am wasting my time on my mission to promote order. It's just another case of the rules be damned, we're going to do what we please. I've been holding online discussions with a number of members to collectively learn RONR. I see no benefit in continuing the discussions even though several people came up to me after this convention and thanked me for helping them for the first time understand how the meeting was conducted...totally according to RONR by a highly experienced parliamentarian. I'm not going to give up on my quest to learn more, though, so you're not rid of me yet.

I agree (and argued) that the current office holder remains in office until his successor is elected. Several others argued differently, but to me, the language is clear in the bylaws and in RONR. The debated language of 46:45 is "If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office." They have no intentions of having another election. The bylaws say the officers have to be elected at the Convention every odd-numbered year, so the officers remain in office for two more years. I'd appreciate your comment on "Assuming their interpretation of our bylaws is correct, if we want to keep the same Chair or Vice Chair, all we have to do is create chaos before the election such that we lose quorum, and they can stay in office forever." We have a group (not including me) that plans to test this theory in 2025. They have already amassed the support of about 40% of the body, so I don't think the threat is an idle one.

I think I just embarrassed myself at our Bylaws Committee meeting. Of the 16 people on the committee, I'm the only one referring to RONR for guidance. We've been dealing with a very difficult and contentious problem (the convention adjourned before electing an officer that "shall" be elected at the annual convention.) Our bylaws say that "The current edition of Robert's Rules of Order Newly Revised shall govern all proceedings, except when inconsistent with these bylaws or convention rules properly adopted." Therefore, it seemed to me that 46:45 provided guidance, but the vocal committee members said no. The question was, "Does a person who is serving as Vice Chair remain in that office until such time as his successor is elected, even if his two-year term has expired?" They answered "yes" since the bylaws say, "The convention shall elect a Chair and Vice Chair who shall serve for a term of two years or until their successors are elected." Assuming their interpretation of our bylaws is correct, if we want to keep the same Chair or Vice Chair, all we have to do is create chaos before the election such that we lose quorum, and they can stay in office forever. Before now, I interpreted this reference to RONR essentially included the non-conflicted provisions of RONR into the bylaws such that when there is confusion or problems with interpretation of the bylaws, we refer to RONR. Plus, I thought RONR was a "gap filler". I was informed in no uncertain terms that RONR applies only to the conducting of meetings. I'd appreciate clarification on how you interpret our situation. When reviewing the bylaws, I don't know if or when to ever look to RONR. Needless to say, I'm confused.

That's it. Thank you.

In my most recent studies, I ran across a provision in RONR that says that voting should be held early in a convention in case a re-vote is necessary. Can anyone provide the cite? Thank you!

It was an unqualified motion to adjourn, so the hour for adjournment had not been previously scheduled (if I understand the term "unqualified" correctly.)

Our organization just concluded a very contentious annual convention that spanned two days. At the "last meeting of the convention", when an unqualified motion to adjourn was made, it was considered a privileged motion rather than a main motion. Here is the language from our bylaws with the requirements for calling a convention: "A State Convention shall be called to be held in the month of May of each year, by the Chairman of the State Executive Committee after giving 60 days’ written notice of the time and place for holding same to all members of the State Executive Committee." Since the convention is over after adjournment of the last meeting, and the assembly is dissolved, why was this motion to adjourn (at the last meeting) not a main motion? The only reason I can think is that the language in the bylaws triggers 21:9: "If a board or committee meeting is adjourned without any provision having been made for future meetings, the next meeting is held at the call of the chairman. Consequently, since there usually is no fixed hour for adjournment, the unqualified motion to adjourn is usually privileged in boards or committees." My guess is that the Chairman of the convention (a very accomplished parliamentarian) made the right call, but I'm having trouble understanding the nuances. A lot of unfinished business remained. Related, after an unqualified motion to adjourn is made and seconded but before the vote is taken, is it in order to rise to a parliamentary inquiry to ask what happens to the pending business if the motion to adjourn passes? I thought I understood "adjourn" fairly well, but now it's clear I don't--at least to the order of precedence. Thanks for your input.

The meeting went off very well. The troublemakers were quite surprised at not only how well we were informed on RONR but also how fair and balanced we were with the bylaws. Thanks to all who replied with helpful suggestions. We're going to have regular sessions to continue learning more about RONR and its application.

"hypothetically"

I'm past the screw up. I'm asking about @Josh Martin's suggestion for a motion for a rule that prospectively prohibits a roll-call vote, which is not appropriate for our organization. ("[A roll-call vote] should not be used in a mass meeting or in any assembly whose members are not responsible to a constituency." (RONR 45:45) It's possible that we will be able to attain a majority vote of the entire membership. Regarding the "entire membership", hypothetically, if there are ten voting positions, and two of the positions are filled by the same person (one person cannot vote twice), is the entire membership nine or ten? I say nine.

The meeting is tomorrow night. What is the proper wording for this motion? If I understood what has been said, the motion would be for a special rule or order, and it requires a 2/3 vote to pass.

Perfect explanation. Thanks.

The poor wording I'm referring to is the wording of my hypothetical motion. I don't want you to think I was referring to RONR or your response.

I can assure you that I will always agree with Mr. Honemann even when I don't understand RONR or his explanation. I consider it an honor to have an author of RONR as one of the several very helpful contributors here. And that is the explanation I was seeking. I had no idea it existed. Thanks for pointing it out. But then, it ends with this:

I totally accept and appreciate Mr. Honemann's answer, but I have to ask whether the motion quoted is just a poorly worded Amendment. That is, I'm not clear why the requirements for Rescinding or Amending a previous motion are so specific when a simple subsequent motion will work, if that's the case. I never would have thought that to be the case based on my studying of In Brief and RONR. Thanks for your patience.

That's good to know. I thought the $500 motion had to be specifically rescinded or amended. Thank you!

Please help me fully understand the "statutory interpretation" of the edited language below. (We do not currently have a situation invoking this paragraph, but we may in the near future.) Here is a purely hypothetical example: The body adopts a motion without objection to give the tennis team $500. At the next meeting, the body adopts a motion by 2/3 majority to give the tennis team $400 rather than $500. As I read 23:6, since the motion to give $400 was adopted by a 2/3 vote, which is the vote required to rescind or amend the previously adopted motion, a member can immediately raise a point of order that the motion is out of order because of the previous $500 motion that is still in effect, but he cannot raise the point if he waits even a short amount of time because of the 2/3 vote. If I'm reading that provision correctly, I have a related question. If, as in this hypothetical example, a point of order that the $400 motion is out of order is raised immediately after the vote, the $400 motion may be null and void. However, if the $400 motion is adopted by a 2/3 vote and no one objects immediately or at any time thereafter, is the $400 motion effective even though the $500 motion was not amended or rescinded? If so, at least at some level, doesn't 23:5 b) seem to somewhat eviscerate 35:1?