Parliamentarian not invited to special meeting

[Guest Kip]

Our board (for a nonprofit) had an emergency executive meeting to which the parliamentarian and executive director were not invited. The exclusion of the e.d. does not seem to be a point of contention, but the parliamentarian is incensed and says that the meeting was illegitimate & therefore none of the motions passed were legit. The parliamentarian is an organization member who kind of knows the rules, but he has had no formal training.

The bylaws concerning the parliamentarian are as follows.

Section 13. The president shall be required to appoint a parliamentarian and assign him or her to become familiar with Roberts Rules of Order. The parliamentarian will regularly attend board meetings and will make sure the board is following Robert’s Rules of Order, the constitution, and the governing bylaws. If the parliamentarian misses 3 consecutive board meetings he or she will be removed upon the decision of the board.

Is he correct that the meeting was illegitimate and the motions were null, or was it just improper not to have him there? It seems from the last sentence of the bylaw that a parliamentarian could miss meetings, doesn't it?

I appreciate your input. This is a hot issue in our organization now.

Kip

[puzzling]

Out of your snippet it is not clear if the parliamentarian is or is not a member of the board. If he is a member of the board he is rightly incensed.

I see some trouble by how the task of the parliamentarian us described, it is one of the tasks of the president to make sure the board is following Robert’s Rules of Order, the constitution, and the governing bylaws. The parliamentarian is only an adviser to help the president innthis task.

[Guest Kip here again]

Hello Puzzling,

 

The role of the parliamentarian is only defined by the bylaw. He is a non-voting board member, but he is an ex-officio board member. That is not really spelled out, though anywhere. 

Kip

[Guest Kip]

Hello

You are right - I should have clarified. The role of the parliamentarian is only defined by the bylaw. He is a non-voting board member. That is not really spelled out, though anywhere. I have always presumed that he was an ex-officio member

Kip

[Joshua Katz]

If this is all the bylaws say, then I don't see what makes the parliamentarian a non-voting member of the board ex-officio.

In any event, though, even if he is required to be in attendance (it does not seem that he is), and even if he was wrongly kept out of a meeting (which I don't see happened), it doesn't follow that the meeting is illegitimate. Any vote in which he could have changed the outcome might be challenged, but since he does not have a vote, that is none. I don't see that there's a breach, let alone one so severe that the meeting is illegitimate.  

Edited August 13, 2023 at 10:25 PM by Joshua Katz

[Gary Novosielski]

Unfortunately, the entire answer depends on whether or not he is a member of the board. Since that is not certain, there's no way I can give you a clear answer.

[Joshua Katz]

On 8/13/2023 at 5:48 PM, Gary Novosielski said:

Unfortunately, the entire answer depends on whether or not he is a member of the board. Since that is not certain, there's no way I can give you a clear answer.

Suppose he is a non-voting member. On another thread, I was informed that when a member is kept out of a meeting, it is equivalent to being denied the right to vote. Of course, the denial of the right to vote only invalidates the result if the vote would have made a difference. But that is impossible here, as he has no vote. So why can't we say the meeting is not illegitimate, regardless?

[Gary Novosielski]

On 8/13/2023 at 6:50 PM, Joshua Katz said:

Suppose he is a non-voting member. On another thread, I was informed that when a member is kept out of a meeting, it is equivalent to being denied the right to vote. Of course, the denial of the right to vote only invalidates the result if the vote would have made a difference. But that is impossible here, as he has no vote. So why can't we say the meeting is not illegitimate, regardless?

I'm not convinced that he is a non-voting member. I'm not convinced that the bylaws say he is a member at all, and I'm not convinced he's an ex-officio member. but I'm also not convinced that he's not a member.  I don't know what he is.

But if he's a member, and if he's not notified of a special meeting a sufficient number of days in advance, then the meeting is not properly called, and cannot conduct business.  [49:16]

Unless I'm wrong. of course.

 

[Bruce Lages]

I don't think we should overlook this statement in the bylaws: "The parliamentarian will regularly attend board meetings...". That should be considered in the light of RONR's  presumption that "nothing has been placed in the bylaws without some reason for it" (56:68(4)). Whether the parliamentarian is considered a member (voting or non-voting) of the board or not, I see this statement as imposing on the parliamentarian the obligation, and therefore granting the right, to attend board meetings. I'm not sure that withholding notification of the meeting from the parliamentarian equates to an improperly called meeting at which any business transacted is null and void -that may be for the society to determine, based on whether they consider the parliamentarian a board member or not. There seems to be some confusion on this point, which should be resolved as soon as possible. But I do believe that the board had no right to exclude the parliamentarian, and would have had no right to refuse to admit him if he showed up.

[Shmuel Gerber]

On 8/13/2023 at 6:50 PM, Joshua Katz said:

Suppose he is a non-voting member. On another thread, I was informed that when a member is kept out of a meeting, it is equivalent to being denied the right to vote. Of course, the denial of the right to vote only invalidates the result if the vote would have made a difference. But that is impossible here, as he has no vote. So why can't we say the meeting is not illegitimate, regardless?

If a meeting is called by notifying only some members and not others, then it's not a valid meeting regardless of whether the votes of the unnotified members could have changed the results of particular motions.

Likewise, if action is taken at a meeting without a quorum present, this is action taken in violation of the rights of absentees, and is null and void, regardless of whether or not the votes of the absentees could have changed the results. 

However, it's not clear in this thread whether the parliamentarian is actually a member of the board. I would guess not. 

[Josh Martin]

On 8/13/2023 at 3:39 PM, Guest Kip said:

Our board (for a nonprofit) had an emergency executive meeting to which the parliamentarian and executive director were not invited. The exclusion of the e.d. does not seem to be a point of contention, but the parliamentarian is incensed and says that the meeting was illegitimate & therefore none of the motions passed were legit. The parliamentarian is an organization member who kind of knows the rules, but he has had no formal training.

The bylaws concerning the parliamentarian are as follows.

Section 13. The president shall be required to appoint a parliamentarian and assign him or her to become familiar with Roberts Rules of Order. The parliamentarian will regularly attend board meetings and will make sure the board is following Robert’s Rules of Order, the constitution, and the governing bylaws. If the parliamentarian misses 3 consecutive board meetings he or she will be removed upon the decision of the board.

Is he correct that the meeting was illegitimate and the motions were null, or was it just improper not to have him there? It seems from the last sentence of the bylaw that a parliamentarian could miss meetings, doesn't it?

Based on the facts presented, the parliamentarian is certainly not correct "that the meeting was illegitimate and the motions were null," and in fact, I don't think it was improper to exclude him at all. As far as I can tell, the parliamentarian is not a board member. As such, he can be excluded when the board sees fit. Which is good. The parliamentarian should be an advisor, not a member.

On 8/13/2023 at 4:07 PM, Guest Kip here again said:

The role of the parliamentarian is only defined by the bylaw. He is a non-voting board member, but he is an ex-officio board member. That is not really spelled out, though anywhere. 

Well, if it's not spelled out, then he isn't a member (non-voting or otherwise). The only members of the board are those specified in the bylaws.

The language cited does not make the parliamentarian a board member.

On 8/13/2023 at 8:31 PM, Bruce Lages said:

I don't think we should overlook this statement in the bylaws: "The parliamentarian will regularly attend board meetings...". That should be considered in the light of RONR's  presumption that "nothing has been placed in the bylaws without some reason for it" (56:68(4)). Whether the parliamentarian is considered a member (voting or non-voting) of the board or not, I see this statement as imposing on the parliamentarian the obligation, and therefore granting the right, to attend board meetings. I'm not sure that withholding notification of the meeting from the parliamentarian equates to an improperly called meeting at which any business transacted is null and void -that may be for the society to determine, based on whether they consider the parliamentarian a board member or not. There seems to be some confusion on this point, which should be resolved as soon as possible. But I do believe that the board had no right to exclude the parliamentarian, and would have had no right to refuse to admit him if he showed up.

I disagree. The statement that "The parliamentarian will regularly attend board meetings" in my view imposes upon the parliamentarian the obligation, but not the right to attend board meetings. I would not interpret at as granting a "right" unless the rule specifically said so or if the parliamentarian is a member of the board, which does not appear to be the case. I don't see any conflict between a rule stating that the parliamentarian will regularly attend board meetings and the board excluding the parliamentarian from a particular meeting.

[Joshua Katz]

On 8/14/2023 at 6:24 AM, Josh Martin said:

I disagree. The statement that "The parliamentarian will regularly attend board meetings" in my view imposes upon the parliamentarian the obligation, but not the right to attend board meetings. I would not interpret at as granting a "right" unless the rule specifically said so or if the parliamentarian is a member of the board, which does not appear to be the case. I don't see any conflict between a rule stating that the parliamentarian will regularly attend board meetings and the board excluding the parliamentarian from a particular meeting.

I agree with the last part. I fail to see how there could be no right, cast in whatever frame, when there is an obligation. Maybe it's not a right to attend every meeting, just a right to attend enough meetings so as to be there regularly. But it seems to me he cannot be kept out of every meeting.

[Gary Novosielski]

An additional wrinkle in this provision is that the parliamentarian:

On 8/13/2023 at 4:39 PM, Guest Kip said:

…will make sure the board is following Robert’s Rules of Order, the constitution, and the governing bylaws.

These duties are ordinarily a part of the presiding officer's job description, but in this instance are imposed upon the parliamentarian.  Absent this provision, his job would merely be to advise the chair, not to "make sure" of anything.  

How the parliamentarian can make sure of things if he does not receive notice of meetings is left as an exercise.

[Joshua Katz]

On 8/14/2023 at 9:28 AM, Gary Novosielski said:

These duties are ordinarily a part of the presiding officer's job description, but in this instance are imposed upon the parliamentarian.  Absent this provision, his job would merely be to advise the chair, not to "make sure" of anything.  

 

Well, he's also supposed to, after appointment, become familiar with RONR, so I'm not sure it's the most artfully drafted provision ever.

[Gary Novosielski]

On 8/14/2023 at 10:33 AM, Joshua Katz said:

Well, he's also supposed to, after appointment, become familiar with RONR, so I'm not sure it's the most artfully drafted provision ever.

And apparently the chair read that provision and thought, "Hey, one less thing on my plate." 

[Gary Novosielski]

On 8/14/2023 at 7:24 AM, Josh Martin said:

I disagree. The statement that "The parliamentarian will regularly attend board meetings" in my view imposes upon the parliamentarian the obligation, but not the right to attend board meetings. I would not interpret at as granting a "right" unless the rule specifically said so or if the parliamentarian is a member of the board, which does not appear to be the case. I don't see any conflict between a rule stating that the parliamentarian will regularly attend board meetings and the board excluding the parliamentarian from a particular meeting.

47:3
An office carries with it only the rights necessary for executing the duties of the office....

So it's arguably true  that the language in that provision does confer that right.

[Josh Martin]

On 8/14/2023 at 4:52 PM, Gary Novosielski said:

47:3
An office carries with it only the rights necessary for executing the duties of the office....

So it's arguably true  that the language in that provision does confer that right.

Perhaps, but since the provision only says that the parliamentarian will regularly attend meetings, and not that the parliamentarian shall attend all meetings, I do not think this is a terribly persuasive argument. Even if it said all meetings, the "rights" of officers are not as strong as the rights of membership, and an officer may be suspended of duties in connection with a meeting by a 2/3 vote.

I maintain that, based upon the facts presented, the board is free to exclude the parliamentarian from a particular meeting if it wishes to do so.