Retained parliamentarian

[Guest Jack O'Dwyer]

The association I report on for many years hired a local parliamentarian in cities around the U.S. for the day of its annual 270-person legislative Assembly. In recent years, the parliamentarian has become a paid consultant working months in advance of the meeting, giving advice on new bylaws and making rulings far in advance of the actual meeting. These rulings seem to follow what management wants. Aren't parliamentaries supposed to be objective? Is there any sort of violation here? The parliamentarian is being paid many thousands of dollars.

[Dan Honemann]

The association I report on for many years hired a local parliamentarian in cities around the U.S. for the day of its annual 270-person legislative Assembly. In recent years, the parliamentarian has become a paid consultant working months in advance of the meeting, giving advice on new bylaws and making rulings far in advance of the actual meeting. These rulings seem to follow what management wants. Aren't parliamentaries supposed to be objective? Is there any sort of violation here? The parliamentarian is being paid many thousands of dollars.

I don't doubt that the parliamentarian is giving advice (as he should), but I sincerely doubt that he is "making rulings".

[Guest Jack O'Dwyer]

I don't doubt that the parliamentarian is giving advice (as he should), but I sincerely doubt that he is "making rulings".

Dan: one piece of "advice," which was taken, was that the assn. did not have a bylaw that prohibited proxy votes as required by NY State so proxy votes were then voted in using 56 proxies or about 20% of the votes. Ignored was the Robert's statement that adoption of Robert's satisfies any state demand for a specific bylaw. Proxies are anathema in a legislative body but this bit of common sense is also ignored.

[Gerry4000]

The association I report on for many years hired a local parliamentarian in cities around the U.S. for the day of its annual 270-person legislative Assembly. In recent years, the parliamentarian has become a paid consultant working months in advance of the meeting, giving advice on new bylaws and making rulings far in advance of the actual meeting. These rulings seem to follow what management wants. Aren't parliamentaries supposed to be objective? Is there any sort of violation here? The parliamentarian is being paid many thousands of dollars.

I think you may need to distinguish between impartiality in making particilar rulings and the kinds of issues that the retained parliamentarian is asked to give such opinions about. It may be that "management" is proposing many things that it wants to happen or be done, then the parliamentarian assists/advises on the proper way to present it.

For example, from a RONR or parliamentary point of view, there is nothing better or worse about a strongly member controlled organization (members have frequent meetings, elect officers directly, etc.) and a strong board controlled organization (member meetings infrequent, members elect board, but board elects officers, etc.)

[Guest Jack O'Dwyer]

I think you may need to distinguish between impartiality in making particilar rulings and the kinds of issues that the retained parliamentarian is asked to give such opinions about. It may be that "management" is proposing many things that it wants to happen or be done, then the parliamentarian assists/advises on the proper way to present it.

For example, from a RONR or parliamentary point of view, there is nothing better or worse about a strongly member controlled organization (members have frequent meetings, elect officers directly, etc.) and a strong board controlled organization (member meetings infrequent, members elect board, but board elects officers, etc.)

Dan: this assn. is board-controlled. A move in 2006 to make the board "subordinate" to the Assembly, with the bylaws of the American Bar Assn. and American Medical Assn. cited as examples, failed. The Assembly only meets once a year, its delegates either "elected" or "appointed" by the 110 chapters. Robert's says that if there is such an Assembly, the board must be "subordinate" to that Assembly. This is ignored. The Assembly can only elect board and officers, set dues and pass bylaws. It is often told not to tell the board what to do.

[Dan Honemann]

Dan: one piece of "advice," which was taken, was that the assn. did not have a bylaw that prohibited proxy votes as required by NY State so proxy votes were then voted in using 56 proxies or about 20% of the votes. Ignored was the Robert's statement that adoption of Robert's satisfies any state demand for a specific bylaw. Proxies are anathema in a legislative body but this bit of common sense is also ignored.

There is no statement in RONR that adoption of Robert's satisfies any state demand for a specific bylaw.

On pages 414-15, RONR tells us that:

“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. footnote, p. 562).”

The footnote on page 562 reads as follows:

“Where a particular type of organization is subject to local, state, or national law containing provisions relating to its procedure - as for certain procedures in a labor organization, in condominium associations, or in an incorporated association - it may be desirable to add at this point a phrase such as, "and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence." However, such statutes (those that do not authorize bylaws to take precedence) supersede all rules of the organization which conflict with them, even if no mention is made of it in the bylaws.”

A competent parliamentarian will, therefore, opine that, as a matter of parliamentary law, an organization’s adoption of RONR as its parliamentary authority by prescription in its bylaws should be treated as sufficient to satisfy a statute’s authorization of the provisions of the organization’s bylaws to take precedence over the statute’s mandate of the use of proxies. This is very clearly what the organization intends. This does not mean, however, that a particular statute may not be construed in such a way as to require more explicit bylaw authorization for an effective prohibition of proxy voting, but this is a legal question as to which competent legal advice should be obtained.

[Dan Honemann]

Dan: this assn. is board-controlled. A move in 2006 to make the board "subordinate" to the Assembly, with the bylaws of the American Bar Assn. and American Medical Assn. cited as examples, failed. The Assembly only meets once a year, its delegates either "elected" or "appointed" by the 110 chapters. Robert's says that if there is such an Assembly, the board must be "subordinate" to that Assembly. This is ignored. The Assembly can only elect board and officers, set dues and pass bylaws. It is often told not to tell the board what to do.

Nowhere in RONR is it said that if there is such an Assembly, the board must be "subordinate" to that Assembly.

[David A Foulkes]

The Assembly can only elect board and officers, set dues and pass bylaws. It is often told not to tell the board what to do.

Well, first of all you (the assembly) get to elect the board and officers, so that in itself is quite powerful when applied correctly. You (the assembly) also get to pass bylaws, which is where the duties and authorities of the board and its officers will be found. So, that's a lot of power there, also. Whether you (the assembly) can submit/propose amendments to the bylaws I can't be sure, but that would go a long way as well.

[Gerry4000]

Dan: this assn. is board-controlled. A move in 2006 to make the board "subordinate" to the Assembly, with the bylaws of the American Bar Assn. and American Medical Assn. cited as examples, failed. The Assembly only meets once a year, its delegates either "elected" or "appointed" by the 110 chapters. Robert's says that if there is such an Assembly, the board must be "subordinate" to that Assembly. This is ignored. The Assembly can only elect board and officers, set dues and pass bylaws. It is often told not to tell the board what to do.

There are many, fine organizations that are "Board Controlled" (in full compliance with their bylaws and RONR). There is absolutely nothing wrong with that. In fact, I am a board member and officer of such an organization. If you, as a member, or a group of members want to change that, then elect board members who are committed to changing it. That is up to you, as members. You are absolutely incorrect that RONR says that such a board controlled organization is improper or violates RONR.

[Guest Jack O'Dwyer]

On page 6 of RONR it says an "assembly" is the "highest authority within such a society and on page 549 it says an assembly has "full and sole power to act for the entire organization and does so by majority vote."

At the American Bar Assn., American Medical Assn. and AICPA there is no doubt what body is the "ultilmate" authority--their Houses of Delegates. Such bodies elect their own officers and run their own meetings. The meetings are not run by the board as is the case with the group that I report on.

[Chris Harrison]

On page 6 of RONR it says an "assembly" is the "highest authority within such a society and on page 549 it says an assembly has "full and sole power to act for the entire organization and does so by majority vote."

RONR does say that but you seem to be overlooking that RONR also says in the same sentences that you were quoting from that is true only if the bylaws don't say otherwise. From what your post at 12:47 says it sure sounds like the membership through creating or amending the bylaws have delegated much of their authority to the Board which as has been pointed out is perfectly acceptable under RONR (and is a good idea when the Membership only meets once a year and someone has to keep the fires stoked for the other 364 days a year).

If the Membership doesn't like what is going on they can amend the bylaws to take back more of their power, elect new Board members who are more to the Membership's liking, amend the bylaws to have the Membership meet more often, etc. They have many options at their disposal according to your 12:47 posting but as it is right now the Board has most of the power. Also, depending on how much exclusive authority the Board has been given the Membership can countermand the Board's decisions (assuming that the motion hasn't been fully executed) and the Board cannot countermand what the Membership does. See Official Interpretation 2006-12 & 13 for details.

[Josh Martin]

These rulings seem to follow what management wants. Aren't parliamentaries supposed to be objective?

Rulings are only made in the context of meetings. I believe "opinions" is the word you are looking for. Parliamentarians are supposed to be objective and to advise on the proper application of parliamentary law, notwithstanding the client's personal wishes on the matter. The fact that the opinions "seem to follow what management wants" is not, however, evidence in and of itself that this principle is not being followed.

Is there any sort of violation here?

I can't tell for certain from the facts provided.

I suspect that delving into the facts of this question to the degree sufficient to give a meaningful answer will be beyond the scope of this forum. If you have serious concerns about this and the parliamentarian is a member of NAP or AIP, see here for more information.

Dan: one piece of "advice," which was taken, was that the assn. did not have a bylaw that prohibited proxy votes as required by NY State so proxy votes were then voted in using 56 proxies or about 20% of the votes.

Mr. O'Dwyer, as I believe we have had extensive conversations on this in the past via e-mail, I seem to recall that the parliamentarian was following the lawyer's advice in this matter, which is what any sensible parliamentarian would do when presented with a legal issue.

Ignored was the Robert's statement that adoption of Robert's satisfies any state demand for a specific bylaw.

As noted in the quote provided by Mr. Honemann, this statement goes a bit too far.

Proxies are anathema in a legislative body but this bit of common sense is also ignored.

I think you mean "deliberative body." A delegates assembly of a professional organization, although it may well set rules for the profession, is not a legislative body. A legislative body would be, for instance, a state legislature or a city council.

Robert's says that if there is such an Assembly, the board must be "subordinate" to that Assembly. This is ignored. The Assembly can only elect board and officers, set dues and pass bylaws.

No, RONR states that the Board of Directors is subordinate to the general membership unless the Bylaws state otherwise. Many organizations do provide otherwise in their Bylaws, and the setup you describe is not uncommon. There are a number of practical and legal reasons why an organization might lean toward a board-run organization.

On page 6 of RONR it says an "assembly" is the "highest authority within such a society and on page 549 it says an assembly has "full and sole power to act for the entire organization and does so by majority vote."

Yes, but the Bylaws supersede RONR.