The Modern Rules of Order by Tortorice 3rd Edition (2007)

[JustinPappano]

Has anyone else read the aforementioned?

The author attempts to establish a parliamentary authority that is not 'complex' or 'arcane.' He goes on to state, "Rules of parliamentary procedure stemming from Robert’s Rules are neither appropriate nor applicable to the corporate or nonprofit business meeting" (xiv). Which I found fun... He really seems to have a bone to pick with rules he deems unneeded and cumbersome, although he does not provide for a limit on debate unless a motion is adopted for that purpose. 

Does anyone know why (or wish to guess why) people (mostly lawyers from my point of view) who write books such as these all insist that the Chair should rule with just about unrestricted procedural power and somehow perpetual quorum is invariably enshrined as a rule?

What other 'parliamentary authorities' such as this one exist? (I know my fellow Canadians will bring up our favourite parliamentary authority...)

Your thoughts?

[Joshua Katz]

On 12/17/2021 at 12:36 AM, JustinPappano said:

He goes on to state, "Rules of parliamentary procedure stemming from Robert’s Rules are neither appropriate nor applicable to the corporate or nonprofit business meeting"

I don't find this a crazy position when it comes to corporate or non-profit boards.

On 12/17/2021 at 12:36 AM, JustinPappano said:

Which I found fun... He really seems to have a bone to pick with rules he deems unneeded and cumbersome, although he does not provide for a limit on debate unless a motion is adopted for that purpose. 

So, in effect, something akin to the rules for committees. Speak of using rules in one context that are more appropriate for another.

On 12/17/2021 at 12:36 AM, JustinPappano said:

Does anyone know why (or wish to guess why) people (mostly lawyers from my point of view) who write books such as these all insist that the Chair should rule with just about unrestricted procedural power and somehow perpetual quorum is invariably enshrined as a rule?

Well, present company excluded of course, lawyers like to be authorities. Parliamentary "law" is something that looks somewhat like law, and on which they are not the authority. So one solution is to make their own, on which they are, by definition, authorities.

Why it always comes down to the chair's power being less restricted, I think, has to do with RONR. There is not much you can reasonably do to RONR to give the chair less power; it's democratic, not authoritarian. So any variation on it almost by necessity will empower the chair.

My only guess on the perpetual quorum thing is that, well, it's easier to conduct business if you're not interrupted by a lack of quorum.

[J. J.]

Also, since violations of the rules by the chair cannot effectively be adjudicated by the assembly, they often require court action; an attorney is needed to pursue the action usually.  You generally have to pay attorneys. 

[Richard Brown]

@JustinPappanoaddressing only one aspect of your post, I will point out that some state corporation codes do provide that once a quorum is established at a Board of Directors meeting the board may continue to conduct business despite the subsequent loss of a quorum.

[JustinPappano]

On 12/17/2021 at 9:03 AM, Richard Brown said:

some state corporation codes do provide that once a quorum is established at a Board of Directors meeting the board may continue to conduct business despite the subsequent loss of a quorum.

Interesting. I have always found such rules baffling. The idea that hypothetically seven show up to a meeting (exactly a quorum) and then by the end of the meeting two people are making decisions for everyone. It does not seem logical to me. 

[Weldon Merritt]

I not only have read it, I have written a critical review of it for publication by Jurassic Parliament. I believe the publication will occur next month.

[Atul Kapur]

On 12/17/2021 at 9:09 AM, JustinPappano said:

It does not seem logical to me. 

Law and logic are very different things.

[Joshua Katz]

On 12/17/2021 at 10:23 AM, Atul Kapur said:

Law and logic are very different things.

And parliamentary procedure a third.

[Gary Novosielski]

On 12/17/2021 at 12:36 AM, JustinPappano said:

Has anyone else read the aforementioned?

The author attempts to establish a parliamentary authority that is not 'complex' or 'arcane.' He goes on to state, "Rules of parliamentary procedure stemming from Robert’s Rules are neither appropriate nor applicable to the corporate or nonprofit business meeting" (xiv). Which I found fun... He really seems to have a bone to pick with rules he deems unneeded and cumbersome, although he does not provide for a limit on debate unless a motion is adopted for that purpose. 

Does anyone know why (or wish to guess why) people (mostly lawyers from my point of view) who write books such as these all insist that the Chair should rule with just about unrestricted procedural power and somehow perpetual quorum is invariably enshrined as a rule?

What other 'parliamentary authorities' such as this one exist? (I know my fellow Canadians will bring up our favourite parliamentary authority...)

Your thoughts?

In my view, it it either RONR, or it is less than RONR.

[smb]

On 12/17/2021 at 6:09 AM, JustinPappano said:

Interesting. I have always found such rules baffling. The idea that hypothetically seven show up to a meeting (exactly a quorum) and then by the end of the meeting two people are making decisions for everyone. It does not seem logical to me. 

Most state laws that permit this would not allow two people to make the decision;  they would require at least 4.  I.e., to take action, even in the absence of a quorum, requires an affirmative vote of majority of the number required for a quorum. While it is a rather technical rule, and disfavored by some, corporate and non-profit law is very much in favor of business getting done -- if you have a board with 13 members, and the quorum is 7, you have already authorized a decision to be made with as few as 4 affirmative votes.  Allowing the board to continue meeting, even if you lose the quorum, doesn't change that possible outcome.  What it does change is allowing a single member to thwart action by leaving and breaking the quorum.  I.e., if there are only seven members present and six are in favor, the single dissenting member can thwart the action simply by leaving the meeting.  

[Weldon Merritt]

On 12/19/2021 at 2:30 PM, smb said:

I.e., to take action, even in the absence of a quorum, requires an affirmative vote of majority of the number required for a quorum.

I would be more inclined to accept that sort of rule if the rule specifically said so. I have seen some that do not. Tortorice, specifically, does not. So if there is no applicable statue saying so, and the organization's bylaws also do not, then indeed a decision might be made by fewer than a majority of the number required for a quorum.

[Gary Novosielski]

On 12/17/2021 at 9:09 AM, JustinPappano said:

Interesting. I have always found such rules baffling. The idea that hypothetically seven show up to a meeting (exactly a quorum) and then by the end of the meeting two people are making decisions for everyone. It does not seem logical to me. 

I have seen such rules, which allow a quorum to be assumed, once established, but I believe it is typical that the assumption only lasts as long as it is not questioned by any member.  When one member suggests the absence of a quorum, a count is required.  I have heard of members suggesting the absence of a quorum as they walked out the door.

[Richard Brown]

On 12/21/2021 at 7:10 PM, Gary Novosielski said:

I have seen such rules, which allow a quorum to be assumed, once established, but I believe it is typical that the assumption only lasts as long as it is not questioned by any member.  When one member suggests the absence of a quorum, a count is required.  I have heard of members suggesting the absence of a quorum as they walked out the door.

Gary, it is not unusual for a state corporation statutes to provide that once a quorum is established, the assembly or board may continue to conduct business despite the absence of a quorum. That is not the same thing as presuming that a quorum continues to exist until a point of order is raised.  
 

However, as @smbpointed out in his post above, there is frequently some other safeguard in place, such as requiring a motion to be adopted by a vote equal to a majority of the quorum established in the bylaws.  
 

You might reread the post by SMB.

[Gary Novosielski]

On 12/21/2021 at 8:58 PM, Richard Brown said:

Gary, it is not unusual for a state corporation statutes to provide that once a quorum is established, the assembly or board may continue to conduct business despite the absence of a quorum. That is not the same thing as presuming that a quorum continues to exist until a point of order is raised.  
 

However, as @smbpointed out in his post above, there is frequently some other safeguard in place, such as requiring a motion to be adopted by a vote equal to a majority of the quorum established in the bylaws.  
 

You might reread the post by SMB.

Yes, I have seen that sort of rule as well.