Clarification on rule

[LOR259]

Our Association recently rescinded it's bylaws; Roberts Rules of Order has now been added to the new set. 

One of the points in the Rules states: 

"The Association's business and proceedings of meetings is not to be divulged to any persons
outside the Association."

Our Board works with someone who is experienced in Board Governance; she is a not a member of the Association but she provides guidance wherever she can including Chairing our AGM's.  One of our members is questioning whether or not we are allowed to bring this person in to Chair our AGM's because of how that rule reads.  (We also  invite a local government representative to give a report and sit in our AGM -- this too has been called into question).  

Could someone please provide clarification on whether or not we are allowed to invite these 2 individuals to our AGM?

 

 

[Greg Goodwiller, PRP]

I'm not sure what you are quoting, but it isn't Robert's Rules of Order, Newly Revised, 11th Edition, which is the current edition of Robert's Rules, or RONR. The only time such a rule applies is when an assembly votes to go into "executive session," which is defined as follows:

An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret. This term originally referred to the consideration of executive business—that is, presidential nominations to appointive offices, and treaties—behind closed doors in the United States Senate. The practice of organizations operating under the lodge system is equivalent to holding all regular meetings in executive session. In any society, certain matters relating to discipline (61, 63), such as trials, must be handled only in executive session. A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so. A motion to go into executive session is a question of privilege (19), and therefore is adopted by a majority vote (RONR pg. 95, ll. 16-30).

And even when this is done, an assembly has the right to invite anyone it so chooses to remain in the meeting, with the understanding that they are likewise bound to secrecy.

But RONR has no such rule as required general practice - which does not prohibit any association from adopting such a rule, if it so chooses. Some RONR organizations are private, others are public. That is a matter for the organization to decide, not for its parliamentary authority to dictate.

[LOR259]

Thank you for your reply.

The Rules that were used were likely an older version; because the new bylaws were approved by the membership at the AGM, we'd have to wait until next years AGM to make a Special Resolution to remove that item.  Is that necessary or do we need to add something to indicate that the Board has the right to invite anyone it chooses?  (Or can we just leave it as is and continue on inviting whomever is necessary at an AGM).

 

 

[Joshua Katz]

I'm not aware of any version of RONR which says what you quote. In any event, though, what exactly do your rules/bylaws say in adopting a parliamentary authority?

[Josh Martin]

53 minutes ago, LOR259 said:

Thank you for your reply.

The Rules that were used were likely an older version; because the new bylaws were approved by the membership at the AGM, we'd have to wait until next years AGM to make a Special Resolution to remove that item.  Is that necessary or do we need to add something to indicate that the Board has the right to invite anyone it chooses?  (Or can we just leave it as is and continue on inviting whomever is necessary at an AGM).

Could you please clarify what “rules” exactly this language is included in? The reference to “The Rules” makes this ambiguous. Is it found in your bylaws, or some other rule written by your organization? Or is it included in your parliamentary authority? If the latter, what is the exact title of the book you are looking at, and what is the exact language used to adopt Robert’s Rules of Order as the association’s parliamentary authority?

As has been previously noted, the language you have quoted is certainly not included in the current edition of Robert’s Rules of Order (which has been around since 2011, so it is not clear why an older version would have been adopted), and to the best of my knowledge, this language is not included in any official edition of Robert’s Rules of Order.

Edited March 21, 2019 at 04:56 PM by Josh Martin

[LOR259]

We don't have anything in our rules / bylaws for adopting a parliamentary authority.  

25 minutes ago, Joshua Katz said:

I'm not aware of any version of RONR which says what you quote. In any event, though, what exactly do your rules/bylaws say in adopting a parliamentary authority?

 

[Josh Martin]

5 minutes ago, LOR259 said:

We don't have anything in our rules / bylaws for adopting a parliamentary authority.  

I’m confused now. You said in your first post that “Our Association recently rescinded it's bylaws; Roberts Rules of Order has now been added to the new set.“ I understood this to mean that some provision was added to the bylaws specifying that Robert’s Rules of Order is used for your association’s meetings (or something to that effect). (This is essentially what is meant by adopting a particular text as an organization’s parliamentary authority.) If this is not correct, please clarify what is meant by this statement.

Edited March 21, 2019 at 05:02 PM by Josh Martin

[LOR259]

2 minutes ago, Josh Martin said:

Could you please clarify what “rules” exactly this language is included in? The reference to “The Rules” makes this ambiguous. Is it found in your bylaws, or some other rule written by your organization? Or is it included in your parliamentary authority? If the latter, what is the exact title of the book you are looking at, and what is the exact language used to adopt Robert’s Rules of Order as the association’s parliamentary authority?

As has been previously noted, the language you have suggested is certainly not included in the current edition of Rober’s Rules of Order (which has been around since 2011, so it is not clear why an older version would have been adopted), and to the best of my knowledge, this language is not included in any official edition of Robert’s Rules of Order.

There was a committee formed 3 years ago to update our bylaws as they hadn't been updated in many years. When I refer to "The Rules", I'm referring to the RONR that was given to the group by another one of the committee members.  I was part of that committee but wasn't the person who suggested or provided that section -- all I remember is that she had a book which she described as the RONR; we had an attorney review the bylaws before we put them out to the membership and he didn't raise any concerns with the information. 

 

 

 

[Josh Martin]

1 minute ago, LOR259 said:

There was a committee formed 3 years ago to update our bylaws as they hadn't been updated in many years. When I refer to "The Rules", I'm referring to the RONR that was given to the group by another one of the committee members.  I was part of that committee but wasn't the person who suggested or provided that section -- all I remember is that she had a book which she described as the RONR; we had an attorney review the bylaws before we put them out to the membership and he didn't raise any concerns with the information. 

Okay, so if I understand correctly, the text in question was based on some book which was allegedly Robert’s Rules of Order Newly Revised (the exact title of which is unknown), but the text is, in fact, directly written into the bylaws themselves. Is this an accurate summary?

It is still unclear what wording (if any) specifies that the association shall use Robert’s Rules of Order generally, but it seems that may no longer be relevant to the original question, so perhaps that is a problem for another day.

[LOR259]

3 minutes ago, Josh Martin said:

I’m confused now. You said in your first post that “Our Association recently rescinded it's bylaws; Roberts Rules of Order has now been added to the new set.“ I understood this to mean that some provision was added to the bylaws specifying that Robert’s Rules of Order is used for your association’s meetings (or something to that effect). (This is essentially what is meant by adopting a particular text as an organization’s parliamentary authority.) If this is not correct, please clarify what is meant by this statement.

Sorry, I wasn't very clear on that.  We used the information in the Roberts Rules of Orders to form an Appendix at the back of the bylaws -- that section is titled "Appendix A".  The section of our bylaws that refers to that Appendix reads as:

"Rules of Order will be followed at each Membership Meeting, (see Appendix "A")"

It doesn't specifically say "Roberts" Rules of Order -- I miscommunicated that in my original post, my apologies.

 

[Greg Goodwiller, PRP]

1 minute ago, LOR259 said:

Sorry, I wasn't very clear on that.  We used the information in the Roberts Rules of Orders to form an Appendix at the back of the bylaws -- that section is titled "Appendix A".  The section of our bylaws that refers to that Appendix reads as:

"Rules of Order will be followed at each Membership Meeting, (see Appendix "A")"

It doesn't specifically say "Roberts" Rules of Order -- I miscommunicated that in my original post, my apologies.

 

Ok. So "Appendix A" is your parliamentary authority. And is that where the statement you quoted about not divulging what happens at meetings comes from? Unfortunately, we are a Robert's Rules of Order forum, so interpreting another authority is not what we do here'; however, if that is what your authority says (rather than your bylaws themselves), then you should be able to suspend the rules and do otherwise.

[LOR259]

2 minutes ago, Greg Goodwiller said:

Ok. So "Appendix A" is your parliamentary authority. And is that where the statement you quoted about not divulging what happens at meetings comes from? Unfortunately, we are a Robert's Rules of Order forum, so interpreting another authority is not what we do here'; however, if that is what your authority says (rather than your bylaws themselves), then you should be able to suspend the rules and do otherwise.

Thank you.

 

[Josh Martin]

12 minutes ago, LOR259 said:

Sorry, I wasn't very clear on that.  We used the information in the Roberts Rules of Orders to form an Appendix at the back of the bylaws -- that section is titled "Appendix A".  The section of our bylaws that refers to that Appendix reads as:

"Rules of Order will be followed at each Membership Meeting, (see Appendix "A")"

It doesn't specifically say "Roberts" Rules of Order -- I miscommunicated that in my original post, my apologies.

Well, this was a terrible idea. The rules of RONR are far too lengthy to summarize in an appendix, and attempting to do so will lead to numerous problems (such as the one you are currently facing). In the future, you should remove this appendix in its entirety and instead adopt Robert’s Rules of Order as your parliamentary authority - see here for how to do that. Your organization should only adopt rules of order when and if it intends to deviate from RONR in a particular instance.

In the interim, since it now seems clear that the text in question is written directly into the bylaws, it seems to me that the association is forced to follow the rule as written. It is ultimately up to your organization to interpret its own rules. The rule itself seems fairly straightforward, and prevents divulging association business to nonmembers (with no exceptions), and this presumably includes inviting nonmembers to meetings. The one caveat to this is that you say your bylaws (perhaps unwisely) specify that the rules of order will be followed at each membership meeting, which could suggest that they are not applicable to board meetings.

Another possibility is that the rule could be suspended. RONR provides that rules in the nature of rules of order in the bylaws may be suspended, and the bylaws themselves appear to define this as a rule of order. Since you have not adopted RONR, however, I don’t know if this is helpful. What do your rules of order say about suspending the rules?

6 minutes ago, Greg Goodwiller said:

Ok. So "Appendix A" is your parliamentary authority. And is that where the statement you quoted about not divulging what happens at meetings comes from? Unfortunately, we are a Robert's Rules of Order forum, so interpreting another authority is not what we do here'; however, if that is what your authority says (rather than your bylaws themselves), then you should be able to suspend the rules and do otherwise.

It is not entirely clear to me that Appendix A should not be considered part of the bylaws. Additionally, I don’t know how you are certain whether the rule in question can be suspended in any event, since we don’t know what the organization’s rules of order say on this subject.

Edited March 21, 2019 at 05:21 PM by Josh Martin

[Greg Goodwiller, PRP]

33 minutes ago, Josh Martin said:

Well, this was a terrible idea. The rules of RONR are far too lengthy to summarize in an appendix, and attempting to do so will lead to numerous problems (such as the one you are currently facing).

 

34 minutes ago, Josh Martin said:

It is not entirely clear to me that Appendix A should not be considered part of the bylaws. Additionally, I don’t know how you are certain whether the rule in question can be suspended in any event, since we don’t know what the organization’s rules of order say on this subject.

While I certainly agree that a complete parliamentary authority is good and preferable, the reality is that many organizations do - or at least used to do - precisely this. The Presbyterian Church adopted its own little set of rules and used them for about 150 years until RONR was adopted. They were published as an appendix at the back of the constitution, and as rules of order, they could be suspended if the court so determined.

 

[Dan Honemann]

48 minutes ago, Josh Martin said:

It is not entirely clear to me that Appendix A should not be considered part of the bylaws. 

I think it should be assuming it was adopted along with the bylaws.

[Atul Kapur]

@LOR259 there are several details that are important here that would affect the answer. This forum is no the place to have a thorough review of your bylaws but that is likely what would be required to give a definitive answer. You probably should have a professional parliamentarian review them.

17 minutes ago, Greg Goodwiller said:

and as rules of order, they could be suspended if the court so determined.

While RONR has it that way, it is not universal that bylaws in the nature of rules of order are suspendable. So I'm not certain we can say certaainly that OP's rules are suspendable, as their association has created their own complete set of rules in Appendix A.