Timeliness of a Parliamentary Inquiry

[Tomm]

The Chair of the Board has made some questionable rulings in the past at the meetings of the Board. We, the Members, are now about to have our Annual Membership Meeting. I was wondering if it's appropriate or even allowed to still ask a parliamentary inquiry for something that has happened in the past.

Of course, as only being guests at the Board meeting it is not permissible to ask such a question! 

In fact, I would actually like to ask the Board's parliamentarian who will be at our annual meeting because the Chair seems to have a higher opinion of her own knowledge of RONR.

[Joshua Katz]

Can you ask outside the meeting?

[George Mervosh]

A parliamentary inquiry must related to the business at hand.  RONR (12th ed.), 33:3

[Tomm]

On 12/7/2021 at 7:44 AM, Joshua Katz said:

Can you ask outside the meeting

I would like for the rest of the Membership to hear the parliamentarian's response because I believe the chair violated the org's bylaws.

[Tom Coronite]

Generally speaking, the parliamentarian would not be addressing the assembly. The chair would be the one speaking.

[Joshua Katz]

On 12/7/2021 at 9:54 AM, Tomm said:

I would like for the rest of the Membership to hear the parliamentarian's response because I believe the chair violated the org's bylaws.

But that's not what would happen, as parliamentarians don't, or at least generally shouldn't, answer parliamentary inquiries in public. But you could ask the parliamentarian outside the meeting and share what you've learned.

[Josh Martin]

On 12/7/2021 at 8:38 AM, Tomm said:

The Chair of the Board has made some questionable rulings in the past at the meetings of the Board. We, the Members, are now about to have our Annual Membership Meeting. I was wondering if it's appropriate or even allowed to still ask a parliamentary inquiry for something that has happened in the past.

No, unless these matters have some bearing upon the business at hand. For example, if one of the incorrect rulings gave rise to a continuing breach and a member intends to follow up with a Point of Order, or if the matter in question is presently the subject of a motion to Rescind, or the like.

On 12/7/2021 at 8:38 AM, Tomm said:

In fact, I would actually like to ask the Board's parliamentarian who will be at our annual meeting because the Chair seems to have a higher opinion of her own knowledge of RONR.

All parliamentary inquiries are directed to the chair, and ordinarily it is the chair who would answer. The chair may choose to have the parliamentarian address the assembly directly in a particular case, as might be done if the subject is particularly complex. The member asking the parliamentary inquiry, however, cannot demand that the parliamentarian answer it.

On 12/7/2021 at 8:54 AM, Tomm said:

I would like for the rest of the Membership to hear the parliamentarian's response because I believe the chair violated the org's bylaws.

A parliamentary inquiry simply is not sufficient for what you want to do. The purpose of a parliamentary inquiry is to assist members of the assembly in rules pertaining to the business at hand. Questions pertaining to whether some prior ruling of the chair is correct are, generally speaking, not relevant to what the assembly is doing at that time, although there may be exceptions in particular cases. Additionally, as noted, it's not up to you whether the parliamentarian answers the question.

I suppose that if you really want to pursue this, the appropriate course of action would be to make a motion "To order the parliamentarian to submit his advice to the assembly regarding the following rulings of the chair [describing the rulings]." While the parliamentarian answers to the chair, the chair answers in turn to the assembly, so I see no reason why such a motion could not be adopted. I would note, however, that this would be a fairly drastic step. Adopting such a motion would essentially suggest the assembly has no confidence in the chair's ability to preside.

Edited December 7, 2021 at 06:34 PM by Josh Martin

[Tomm]

On 12/7/2021 at 11:31 AM, Josh Martin said:

Adopting such a motion would essentially suggest the assembly has no confidence in the chair's ability to preside.

And there lies the reason for my question!

[Atul Kapur]

But, as I recall, you're not a member of the assembly in question, so all of this is even more moot than your planned inquiry. From the first post in this thread:

Quote

The Chair of the Board has made some questionable rulings in the past at the meetings of the Board. We, the Members, are now about to have our Annual Membership Meeting.

If, as it sounds,  you're looking for the parliamentarian to swoop in as the "RONR police" and authoritatively explain all the chair's past errors (actually more of an "RONR Sheldon Cooper") then Mr. Martin's suggestion is probably your best bet.

Edited December 7, 2021 at 07:54 PM by Atul Kapur

[George Mervosh]

On 12/7/2021 at 1:31 PM, Josh Martin said:

Adopting such a motion would essentially suggest the assembly has no confidence in the chair's ability to preside.

 

On 12/7/2021 at 1:53 PM, Tomm said:

And there lies the reason for my question!

What if the chair simply says: "The chair's rulings in these cases were based on the advice of the parliamentarian." ?  

[Tomm]

On 12/7/2021 at 12:45 PM, Atul Kapur said:

But, as I recall, you're not a member of the assembly in question, so all of this is even more moot than your planned inquiry. 

I am not a member of the board but I am a member of the corporation and will be in attendance at the upcoming annual membership meeting.

[Atul Kapur]

On 12/7/2021 at 2:54 PM, Tomm said:

I am not a member of the board but I am a member of the corporation and will be in attendance at the upcoming annual membership meeting.

Please see my heavily edited and expanded post above (edited while you were writing this).

[Tomm]

On 12/7/2021 at 12:53 PM, George Mervosh said:

What if the chair simply says: "The chair's rulings in these cases were based on the advice of the parliamentarian." ?  

The board didn't have a parliamentarian at the time of the rulings in question. Only after much prodding and criticism from the membership did the board finally acquire a parliamentarian.  

[Tomm]

On 12/7/2021 at 11:31 AM, Josh Martin said:

No, unless these matters have some bearing upon the business at hand. For example, if one of the incorrect rulings gave rise to a continuing breach and a member intends to follow up with a Point of Order, or if the matter in question is presently the subject of a motion to Rescind, or the like.

It is anticipated that another member will be offering a motion to recall the chair. I would hope that when that motion is challenged by the chair and debated, and being current business at hand, it would be appropriate to challenge the previous rulings of the chair? 

[Joshua Katz]

It seems to me that it is appropriate to argue in debate on that topic that the chair has ruled incorrectly, although not to speculate on motives for doing so. 

[Josh Martin]

On 12/7/2021 at 2:07 PM, Tomm said:

It is anticipated that another member will be offering a motion to recall the chair. I would hope that when that motion is challenged by the chair and debated, and being current business at hand, it would be appropriate to challenge the previous rulings of the chair? 

Yes, I think that would be germane to the motion to remove the chair. (RONR does not use the term "recall.")

[Tomm]

On 12/7/2021 at 1:29 PM, Josh Martin said:

RONR does not use the term "recall."

Please advise the proper terminology per RONR.

[Josh Martin]

On 12/7/2021 at 2:35 PM, Tomm said:

Please advise the proper terminology per RONR.

Remove.

More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent.

Edited December 7, 2021 at 08:38 PM by Josh Martin

[Tomm]

On 12/7/2021 at 1:38 PM, Josh Martin said:

More importantly than terminology, be sure that the procedures used to remove the chair follow those in your bylaws, or the procedures in Ch. XX of RONR if your bylaws are silent.

That's perfect and one of the bylaws that was violated. The board removed another director by calling a special meeting of the board, held in executive session to which no purpose of the meeting was specified in the call. And too boot, the bylaws are silent on the proper procedures required to remove a director and they failed to use the procedures as specified in Ch.XX.

Thanks!

[Gary Novosielski]

On 12/7/2021 at 3:07 PM, Tomm said:

It is anticipated that another member will be offering a motion to recall the chair. I would hope that when that motion is challenged by the chair and debated, and being current business at hand, it would be appropriate to challenge the previous rulings of the chair? 

In most cases it is not in order to question previous rulings of the chair, except at the time they occur by using a Point of Order, or the motion to Appeal From the Decision of the Chair.  The only exception is when a ruling creates a continuing breach of the rules.

See: RONR (12th ed.) 23:5-6.

In my view, a more appropriate course of action is to start raising timely points of order and appeals immediately when appropriate.  Analyzing past decisions may provide evidence for disciplining the chair, but will do little or nothing to correct things that have already been done, and were never objected to at the time.  Indeed, the chair may, in his own defense, cite the fact that his decisions were never successfully appealed when ruled upon, and should not be second-guessed at this late date (or equivalent words).

Edited December 8, 2021 at 04:12 PM by Gary Novosielski

[Tomm]

On 12/8/2021 at 9:12 AM, Gary Novosielski said:

In my view, a more appropriate course of action is to start raising timely points of order and appeals immediately when appropriate.  Analyzing past decisions may provide evidence for disciplining the chair, but will do little or nothing to correct things that have already been done, and were never objected to at the time.  Indeed, the chair may, in his own defense, cite the fact that his decisions were never successfully appealed when ruled upon, and should not be second-guessed at this late date (or equivalent words).

I appreciate your response but the problem is, these violations took place in board meetings too which I am not a member. The upcoming annual general membership meeting is really the first and only opportunity we have to address those issues?  As you are well aware, as a guest in the board meeting we have no authority to raise such points of order or parliamentary inquiry!

[Guest Zev]

I still do not know what is the nature of this so-called "violation." Is this something that affects just the board members or the entire organization? Is this procedural in nature or a substantive violation of the bylaws? Some clarification would be helpful.

[Tomm]

On 12/8/2021 at 4:53 PM, Guest Zev said:

I still do not know what is the nature of this so-called "violation." Is this something that affects just the board members or the entire organization? Is this procedural in nature or a substantive violation of the bylaws? Some clarification would be helpful.

The first violation was the fact that the board called a special meeting that was used to remove a board of director but failed to state the purpose of the meeting in the call. Both, our org's Bylaws as well as RONR require that the purpose be stated in the call. Further, RONR 9:15 states that the only business that can be transacted in a special meeting is that which was specified in the call. We therefore believe that meeting was null and void as specified in RONR 23:9.

Second violation was the fact that our Bylaws fail to specify a procedure to be used to remove or discipline a director. Our Bylaws have extensive procedures listed in an Article to discipline a general member but not in the Article that specifically refers to members of the board. The board then failed to use the procedures as specified in RONR Chapter XX and simply took a vote and removed the director. 

[Guest Zev]

Further clarification, if you please.

When you say "The first violation was the fact that the board called a special meeting..." whose meeting was this? Was the board calling a board meeting or the board calling a meeting of the assembly of the general membership?

When you say "The board then failed to use the procedures as specified in RONR Chapter XX and simply took a vote and removed the director." I get the impression that at this juncture the board itself is meeting and not the general membership. Is this correct? If this is true, then the special meeting that was called by the board without specifying its purpose, as you indicated in the first paragraph, was a board meeting, correct?

[Tomm]

On 12/8/2021 at 6:57 PM, Guest Zev said:

Further clarification, if you please.

All the meetings I referred to were meetings of the board. 

This upcoming annual membership meeting will be the first time we, the Members, can address those violations nd hold them to task.