Confused about policies vs. rules

[Guest Confused]

I'm confused about the power of policies that a local board has, when it comes to the rules of an organization, and what RONR is saying about special rules, standing rules, policies, and suspending the rules.

The most applicable reference in Law would be: "Unless expressly required to be exercised by bylaw, all powers of a board may be exercised by bylaw or by resolution."

The board has very few bylaws, the major one being a bylaw for the operation of the Board itself. In that bylaw, they adopt Roberts Rules as their parliamentary authority.

The board also has a large number of policies, related to the functioning of the public organization they control. 

In addition, they have two policies listed as internal board policies, one of which is on policy development. The policy on policy development sets out how they can adopt or amend any of the policies they have (for example, it requires a public notice period).

Question: would the internal board policies be considered special rules, rather than standing rules?

Question: If the board adopts a motion to approve a new policy that is in conflict with their policy on policy development, would they require a majority, or would they require a 2/3s vote to do so?

Question: Can any of the board's polices simply be "waived" at any meeting? There is such a process to go through, for all previous policies to be enacted - I'm not sure what the *point* is if at any point they can just decide not to follow their policy. The policy does not provide any provision to be waived.

Question: RONR states in the section on suspending the rules that "rules that have their application outside of the session which is in progress cannot be suspended" - would that apply to adopting a policy that conflicts with a process that's supposed to happen outside of the meeting?

thanks for any assistance!

 

[Bruce Lages]

Any attempt to answer your questions must first be prefaced by noting that since this seems to be a public entity it will most likely be subject to local or state laws and policies that will supercede any answer based on RONR. The following answers are based solely on what RONR has to say.

A1. The internal board policies, in all likelihood, would be considered standing rules rather than special rules. RONR does not describe 'special rules' as such, but rather 'special rules of order'. These are locally-adopted rules intended to supplant the rules of order as set out in RONR. So, only policies adopted by your board which are intended to alter the  transaction of business in meetings would be considered special rules (of order).

A2. According to RONR such a motion would  be a motion to amend something previously adopted, and would require a 2/3 vote, a majority vote with previous notice, or a vote of a majority of the entire membership. (If the motion refers to a policy that will amend a special rule of order, it will require a 2/3 vote and previous notice or a vote of a majority of the entire membership.)

A3. Policies or standing rules can't be waived unless the policy provides for its own waiver. What can be done is to again use the motion to amend, or rescind, something previously adopted, to alter the previously-adopted policy to allow whatever you want to do that the policy prohibits. And before you ask,

A4. Well, no, suspend the rules cannot be applied to policies that have application outside of meetings (see RONR, p. 260). So you can't waive a policy that applies to procedures done outside of a meeting by moving to suspend it.

[Josh Martin]

45 minutes ago, Guest Confused said:

In addition, they have two policies listed as internal board policies, one of which is on policy development. The policy on policy development sets out how they can adopt or amend any of the policies they have (for example, it requires a public notice period).

Question: would the internal board policies be considered special rules, rather than standing rules?

It depends on the nature of the rule. Rules which relate to the orderly conduct of business in meetings, or to the duties of officers in that connection, are rules of order. Rules which relate to administrative procedures are standing rules. A rule regarding how the board may adopt or amend policies is a special rule of order.

45 minutes ago, Guest Confused said:

Question: If the board adopts a motion to approve a new policy that is in conflict with their policy on policy development, would they require a majority, or would they require a 2/3s vote to do so?

Neither. The chair should rule the motion out of order and inform the member that he will need to instead move to amend the policy on policy development. I assume that policy specifies the vote required to amend a policy, but if not, RONR requires a 2/3 vote with previous notice or a vote of a majority of the entire membership to amend a special rule of order.

45 minutes ago, Guest Confused said:

Question: Can any of the board's polices simply be "waived" at any meeting? There is such a process to go through, for all previous policies to be enacted - I'm not sure what the *point* is if at any point they can just decide not to follow their policy. The policy does not provide any provision to be waived.

No, it would not be accurate to say that any of the board's policies may be waived. As a general rule, a special rule of order may be suspended by a 2/3 vote and a standing rule may be suspended by a majority vote. There are, however, a number of situations in which a rule may not be suspended. Additionally, rules in the bylaws may not be suspended, unless the rule provides for its own suspension or if the rule is clearly in the nature of a rule of order.

45 minutes ago, Guest Confused said:

Question: RONR states in the section on suspending the rules that "rules that have their application outside of the session which is in progress cannot be suspended" - would that apply to adopting a policy that conflicts with a process that's supposed to happen outside of the meeting?

If a policy proscribes a process which occurs outside of a meeting, this portion of the policy may not be suspended. Additionally, it is not in order in any event to adopt a policy which conflicts with an existing policy. Instead, the proper course of action is to amend the policy in question.

I get the feeling you have a specific situation in mind, and a lot of this stuff hinges on specifics, so it might help if you could give us more details.

[jstackpo]

Board powers (to speak as generically as possible) under RONR only exist if the bylaws, adopted and amended by the general membership of the association, say what powers exist for the Board to exercise.  A discussion of all this  (with sample bylaws)  can be found on p. 576ff.

Boards of incorporated associations have whatever powers the law of incorporation grants them, that includes non-profits.  Non-lawyer here so I can't speak to the interaction of the corporate law and RONR in specific situations.  I get the impression, however,  that the board is pretty much "in charge" or runs the show, except for what is reserved for the assembly in the bylaws.  This is quite the inverse of RONR.

Government entities may well have other power specifications.

What kind of Board (and association) are you asking about?  And as the other responders (who type faster than I do) have asked, what specific rules are you contemplating?

[Hieu H. Huynh]

Guest Confused, Are you involved with the situation described in this recent thread?

[Shmuel Gerber]

2 hours ago, Hieu H. Huynh said:

Guest Confused, Are you involved with the situation described in this recent thread?

Yes.

[hollasa]

Yes, I was involved in that thread (on a different computer, couldn't recall my login info).

When I received the response "The board may grant it, and the board may take it away. The board need not respect any consultation period of its own creating. " I was confused, went reading in my copy of RONR a bit more, some additional searches, and ended up more confused. At that point, I thought I'd try to clarify some of the questions at hand, without some of the specifics that seemed to send people off on tangents on the other thread.

 

So this is a school board, where the board are the members. 

The relevant portions of their policy on policies says: 

Quote

 

6. Once a new policy or a major revision to an existing policy has been approved by the board for consideration, it must be distributed for a 60-day public consultation period prior to final approval by the Board. During this period, the policy must be posted on the district website and distributed to trustees, partner groups, schools and administrators in order for them to provide input. The policy may be distributed to other applicable standing committees, organizations or individuals for input at the discretion of the Superintendent of Schools or the Board.

8. By separate motion, the Board may, if it deems necessary, approve a policy in principle, for implementation while the input process occurs. In these circumstances, the policy may be amended and must be approved by the Board following the conclusion of the consultation period.

 

 

Given this language in their policy on policies, I was stunned when they decided to immediately implement two new policies, one on the role of the board, and one on the role of the superintendent, by "waiving" the current policy on how to develop policies. I have been attending these board meetings for years now, and this is quite outside their normal process. That they chose to gave no public notice of what they were planning to do is annoying, but does not reach this level of wrongness. 

[Richard Brown]

Hollasa, is this a public school board or a private one? If it is considered a public body by your state, we can tell you what RONR says, to the best of our ability, but that advice will be meaningless to the extent that state open meetings (sunshine) laws or other laws applicable to school boards provide to the contrary. If this school board is considered a public body, there are almost certainly applicable state laws regarding the notice required to be given to the public prior to taking certain actions. 

It also seems to me that this school board has certain customized rules and procedures which only the school board itself can interpret. It is the ultimate judge of its own procedures. The only remedy for what you perceive as abuse might be to elect new members or perhaps legal action.

[Josh Martin]

Based on the additional facts provided in the other thread, it seems that the rule which was suspended was the 60 day notice period. It seems to me that such a rule is clearly intended for the protection of absentees and, as a result, may not be suspended.

Nonetheless, it is ultimately up to the trustees to enforce and interpret their own rules, and they seem to disagree with my interpretation. The trustees appear to have determined that this rule may be suspended. So far as parliamentary procedure is concerned, that is the end of the matter. If you wish to pursue this matter further, you will need to look elsewhere to see if there is any legal recourse available.

[Gary Novosielski]

I agree that RONR may be of less help on this question than it might otherwise be because of the public nature of this public school board.  For one thing, there is no "assembly" as such, except for the voters in the district, and no Annual General Meeting except on election day.

I served on such a board for many years and presided for a couple.  State law granted substantial leeway to the board as far as waiving policies, but best practices and good counsel gave us to understand the wisdom of the statement "The best time to amend policy is before you have to."  State law also mandated that policy amendment, rescission and creation were all subject to a majority vote, and in some specific instances, a majority of the entire board.  I have no direct knowledge on the question of waiving previous notice, since we never attempted it, but there were regulations allowing "emergency" action (with appropriate definitions of emergency) with a 4/5 vote.  There were also sharp restrictions on what specific types of business could be conducted in executive session.

None of this should be relied upon as advice for your board.  I present this information only to show the extent to which your state rules may vary from the rules in RONR, and to emphasize the need to thoroughly investigate the applicable laws that pertain to your board.  

If you do find evidence that the board has violated the Sunshine Laws or Open Records laws or ethics regulations, you will probably also discover methods that citizens can use to file complaints and seek redress.