Parliamentarian's Attendance at Executive Session

[Weldon Merritt]

My organization’s current bylaws make the parliamentarian a member of the board of directors. We are considering a series of amendments to the bylaws, one of which would remove the parliamentarian as a member of the board, but provide that “the parliamentarian will attend board meetings in an advisory capacity.” The current parliamentarian, who is also a member of the bylaws committee, argues that removing him as a member makes it possible for him to be excluded from executive sessions.

Another member of the bylaws committee has proposed simply inserting the word “all” before "board meetings,” but the parliamentarian continues to argue that the language simply means that when he is present, it is in an advisory capacity, and that he still could be excluded from executive sessions. He also says that inserting the word “all” could be interpreted to make him subject to discipline if he fails to attend a meeting (unless he has been excluded).

For whatever relevance it may have, there is another provision that allows all organization members to attend board meetings as observers, except when the meeting is held in executive session.

My questions are:

1. Is the proposed language that “the parliamentarian will attend board meetings in an advisory capacity” sufficient to preclude his exclusion from executive sessions?

2. If the answer to #1 is “no,” would insertion of the word “all” before ‘board meetings” resolve the issue?

3. Would insertion of the word “all” make the parliamentarian subject to disciplinary action if he fails to attend a meeting?
 

Edited November 23, 2023 at 04:27 PM by Weldon Merritt
Correct Topic Title

[Joshua Katz]

Maybe I'm dumb, but why not say "the parliamentarian will attend board meetings, including those held in executive session, in an advisory capacity"?

[Weldon Merritt]

On 11/23/2023 at 10:10 AM, Joshua Katz said:

Maybe I'm dumb, but why not say "the parliamentarian will attend board meetings, including those held in executive session, in an advisory capacity"?

No, you're not dumb. But while I personally think that language would work, I have a feeling that the current parliamentarian would still argue that t doesn't give him the right to attend, but only provides that when he attends it is in an advisory capacity.

[Joshua Katz]

"the parliamentarian has the right to, and will, attend board meetings, including those held in executive session, in an advisory capacity."

[Weldon Merritt]

That certainly would wound work. The committee chair may object that it is too wordy, but I may be able to overcome that argument. 

If anyone else has any pertinent thoughts, I would welcome them.

[Dan Honemann]

On 11/23/2023 at 1:01 PM, Weldon Merritt said:

If anyone else has any pertinent thoughts, I would welcome them.

What language has your parliamentarian suggested?

[Weldon Merritt]

On 11/23/2023 at 11:27 AM, Dan Honemann said:

What language has your parliamentarian suggested?

He hasn't suggested any. What he really wants, I believe, is to continue being a member of the board. The rest of us agree that the parliamentarian should not be a member, but should just serve as an advisor.

[Rob Elsman]

What size of board are we talking about?  Ordinarily, there is no need to have a parliamentarian present and on duty at board meetings.

I suggest dropping the unelected (?) parliamentarian from membership on the board and relieving him from the duty of advising the presiding officer of the board.

[Drake Savory]

Why was the Parliamentarian made a member to begin with considering they 

• Were not elected
• Should not debate
• Should not vote

???

[Josh Martin]

On 11/23/2023 at 10:21 AM, Weldon Merritt said:

1. Is the proposed language that “the parliamentarian will attend board meetings in an advisory capacity” sufficient to preclude his exclusion from executive sessions?

So I'm not quite certain I understand the goal here, or what exactly you mean by "preclude his exclusion."

• Is the goal to provide that the parliamentarian shall attend all board meetings, including those held in executive session, unless otherwise ordered by the board?
• Or is the goal to provide that the parliamentarian shall attend all board meetings, including those held in executive session, notwithstanding the wishes of the board?

If it is the first one, I think this language is sufficient, although adding "including meetings held in executive session" probably wouldn't hurt.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall." RONR (12th ed.) 9:25

In my view, this rule is sufficient to provide that the parliamentarian is a person that the rules determine to be necessary to be allowed to remain in the hall, unless otherwise ordered by the board.

If the second bullet point is the goal, I do not think this rule is sufficient. The rule in question provides the duty, but not the right, for the parliamentarian to attend meetings and, in my view, the parliamentarian may be excluded if the board desires.

On 11/23/2023 at 10:21 AM, Weldon Merritt said:

2. If the answer to #1 is “no,” would insertion of the word “all” before ‘board meetings” resolve the issue?

I don't think including the word "all" or not makes a significant difference in the meaning of the rule.

On 11/23/2023 at 10:21 AM, Weldon Merritt said:

3. Would insertion of the word “all” make the parliamentarian subject to disciplinary action if he fails to attend a meeting?

Again, I don't think including the word "all" or not makes a significant difference in the meaning of the rule. Whether or not this word is included, the rule imposes a duty upon the parliamentarian to attend meetings and provide advice, and failure to perform this duty makes the parliamentarian subject to disciplinary action. This does not mean, of course, that the parliamentarian automatically gets the boot if he misses one meeting. As in any case, the appointing authority can exercise judgment when reviewing the facts of a particular situation.

On 11/23/2023 at 11:35 AM, Weldon Merritt said:

No, you're not dumb. But while I personally think that language would work, I have a feeling that the current parliamentarian would still argue that t doesn't give him the right to attend, but only provides that when he attends it is in an advisory capacity.

And I think the parliamentarian is correct in that regard. Personally, I don't particularly view this as a problem.

If it is, for some reason, desired to give a nonmember an absolute right to attend meetings, then the rule should explicitly say so. I concur that the second wording proposed by Mr. Katz could accomplish this objective.

On 11/23/2023 at 12:51 PM, Weldon Merritt said:

He hasn't suggested any. What he really wants, I believe, is to continue being a member of the board. The rest of us agree that the parliamentarian should not be a member, but should just serve as an advisor.

Well, if there is a fundamental disagreement over whether the parliamentarian should be a member of the board, I suppose it is not surprising that these sorts of arguments are arising.

[Atul Kapur]

On 11/23/2023 at 2:32 PM, Josh Martin said:

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall." RONR (12th ed.) 9:25

In my view, this rule is sufficient to provide that the parliamentarian is a person that the rules determine to be necessary to be allowed to remain in the hall, unless otherwise ordered by the board.

I don't see in the quotation anything that specifies that the parliamentarian is "a person that the rules determine to be necessary to be allowed to remain in the hall." What rule are you saying that specifies that? In my mind, it would need to be a specific rule of the organization that says the parliamentarian is necessary. So, in response to @Weldon Merritt's questions, I would say that they need explicit language, such as Joshua's suggestion: 

On 11/23/2023 at 12:44 PM, Joshua Katz said:

"the parliamentarian has the right to, and will, attend board meetings, including those held in executive session, in an advisory capacity."

 

[Weldon Merritt]

On 11/23/2023 at 12:02 PM, Rob Elsman said:

What size of board are we talking about?  Ordinarily, there is no need to have a parliamentarian present and on duty at board meetings.

The current board has about 15 defined positions, but berceuse of shrinking general membership and difficulty in finding members willing to serve, we have a lot of members holding two or more positions, there are only nine actual members. Among the amendments we are proposing is one that would shrink the board to a more reasonable size in relation to the size of the organization. (Just the elected officers and representatives of a couple of subordinate units.)

On 11/23/2023 at 12:02 PM, Rob Elsman said:

I suggest dropping the unelected (?) parliamentarian from membership on the board and relieving him from the duty of advising the presiding officer of the board.

Ain't gonna happen with this organization.

On 11/23/2023 at 12:07 PM, Drake Savory said:

Why was the Parliamentarian made a member to begin with

Good quotation, to which I have no answer. I'm not sure when that was done, or why. I was a member of the same organization several years ago, before moving away for a while, and II don't recall that being in the bylaws then. And I wasn't [resent when it was proposed.

On 11/23/2023 at 12:32 PM, Josh Martin said:

So I'm not quite certain I understand the goal here, or what exactly you mean by "preclude his exclusion."

• Is the goal to provide that the parliamentarian shall attend all board meetings, including those held in executive session, unless otherwise ordered by the board?
• Or is the goal to provide that the parliamentarian shall attend all board meetings, including those held in executive session, notwithstanding the wishes of the board?

If it is the first one, I think this language is sufficient, although adding "including meetings held in executive session" probably wouldn't hurt.

As far as I am concerned, the first goal is sufficient. But I suspect that the parliamentarian would favor the second. I'm not sure about the other tow committee members.

On 11/23/2023 at 12:32 PM, Josh Martin said:

Well, if there is a fundamental disagreement over whether the parliamentarian should be a member of the board, I suppose it is not surprising that these sorts of arguments are arising.

I'm not sure if there is a "fundamental disagreement." The parliamentarian seems to be the only one who is concerned.

On 11/23/2023 at 12:53 PM, Atul Kapur said:

I don't see in the quotation anything that specifies that the parliamentarian is "a person that the rules determine to be necessary to be allowed to remain in the hall."

Neither do I.

I appreciate all of the comments.

[J. J.]

"The parliamentarian shall be a member of the board, retaining all rights, except the right to vote." 

[Weldon Merritt]

On 11/23/2023 at 8:29 PM, J. J. said:

"The parliamentarian shall be a member of the board, retaining all rights, except the right to vote." 

But that would mean that he could debate, which I think would-be a bigger problem than voting. And it also would mean that he couldn't vote, even if the vote is by ballot which is contrary to RONR's default. I would prefer that he nit be a member at all.

[Joshua Katz]

Does the rest of the committee share the parliamentarian's concerns about exclusion? If not, why not just outvote him?

[Weldon Merritt]

On 11/24/2023 at 6:57 AM, Joshua Katz said:

Does the rest of the committee share the parliamentarian's concerns about exclusion? If not, why not just outvote him?

No, the rest of teh committee is salified with the language as proposed. So ultimately that's what we will do. I'm just trying to see if there is a goad way to alleviate his concern while still making him a non-member.

[Josh Martin]

On 11/23/2023 at 1:53 PM, Atul Kapur said:

I don't see in the quotation anything that specifies that the parliamentarian is "a person that the rules determine to be necessary to be allowed to remain in the hall." What rule are you saying that specifies that? In my mind, it would need to be a specific rule of the organization that says the parliamentarian is necessary. So, in response to @Weldon Merritt's questions, I would say that they need explicit language, such as Joshua's suggestion: 

A rule that "the parliamentarian will attend board meetings in an advisory capacity" is, in my view, sufficient to provide that the parliamentarian is a person who the rules determine to be necessary to be allowed to remain in the hall. But I agree that adding "including executive sessions" would make the rule clearer.

I certainly did not mean to suggest that the language in RONR provides that the parliamentarian is a person that the rules determine to be necessary to remain in the hall. I apologize if I was unclear on that point.

On 11/23/2023 at 6:19 PM, Weldon Merritt said:

As far as I am concerned, the first goal is sufficient. But I suspect that the parliamentarian would favor the second. I'm not sure about the other tow committee members.

Well, Mr. Katz appears to have presented language that will work for either situation, so at this point I suppose it is up to the organization to decide.

First Goal: "The parliamentarian will attend board meetings, including those held in executive session, in an advisory capacity."

Second Goal: "The parliamentarian has the right to, and will, attend board meetings, including those held in executive session, in an advisory capacity."

On 11/23/2023 at 6:19 PM, Weldon Merritt said:

I'm not sure if there is a "fundamental disagreement." The parliamentarian seems to be the only one who is concerned.

A potential solution to this problem would seem to be to find a person who better understands the proper role of the parliamentarian to serve in that role.

[Weldon Merritt]

On 11/24/2023 at 7:49 AM, Josh Martin said:

A potential solution to this problem would seem to be to find a person who better understands the proper role of the parliamentarian to serve in that role.

Possibly so. But there are other considerations that make that unlikely to happen during the current term.

[J. J.]

On 11/24/2023 at 8:53 AM, Weldon Merritt said:

But that would mean that he could debate, which I think would-be a bigger problem than voting. And it also would mean that he couldn't vote, even if the vote is by ballot which is contrary to RONR's default. I would prefer that he nit be a member at all.

"The parliamentarian shall be a member of the board, retaining all rights, except the right to vote or enter into debate." 

[Drake Savory]

On 11/24/2023 at 4:02 PM, J. J. said:

"The parliamentarian shall be a member of the board, retaining all rights, except the right to vote or enter into debate." 

But don't we see issues when members don't have all of the right of membership?  We're discussing one now in the other forum where only 60 members out of 160 can vote so how can you get a majority of the membership.  Again, why should the parliamentarian a member?  What purpose does it solve that cannot be solved by simply giving them the right to attend all meetings?

[Josh Martin]

On 11/24/2023 at 11:21 PM, Drake Savory said:

We're discussing one now in the other forum where only 60 members out of 160 can vote so how can you get a majority of the membership.

Well, it wasn't that much of a problem. The question had a fairly obvious answer.

On 11/24/2023 at 11:21 PM, Drake Savory said:

But don't we see issues when members don't have all of the right of membership?  We're discussing one now in the other forum where only 60 members out of 160 can vote so how can you get a majority of the membership.  Again, why should the parliamentarian a member?  What purpose does it solve that cannot be solved by simply giving them the right to attend all meetings?

Yes, I think there are problems with creating "quasi-members."

But it seems to me that whether or not the term "member" is used, that's essentially what is being discussed here either way. If the parliamentarian is to be granted some, but not all, of the rights of membership, then the organization will have to carefully consider what rights the parliamentarian should (and should not) have. After that decision has been reached, whether that is expressed in the bylaws by adding rights to a nonmember from the ground up, or defining the parliamentarian as a member and taking rights away one at a time, the end result is the same. So that's more of a stylistic choice.

Edited November 25, 2023 at 04:24 PM by Josh Martin

[Gary Novosielski]

On 11/24/2023 at 6:02 PM, J. J. said:

"The parliamentarian shall be a member of the board, retaining all rights, except the right to vote or enter into debate." 

There comes a point when the word member loses all meaning.  Once you arrive at the language, "The parliamentarian shall be a member of the board, but shall have none of the rights of membership, yet has to show up at meetings anyway," it's time to rethink matters.

[Drake Savory]

On 11/25/2023 at 9:24 AM, Josh Martin said:

But it seems to me that whether or not the term "member" is used, that's essentially what is being discussed here either way.

I disagree.  There are people that an organization may want to have the right to attend meetings but yet in no way want to be considered a member.  For example, a planning commission may want the city mayor or city attorney to be allowed in all meetings due to their specialized knowledge that can assist them.

[J. J.]

On 11/25/2023 at 1:47 PM, Gary Novosielski said:

There comes a point when the word member loses all meaning.  Once you arrive at the language, "The parliamentarian shall be a member of the board, but shall have none of the rights of membership, yet has to show up at meetings anyway," it's time to rethink matters.

The members may wish that loss.

[Drake Savory]

On 11/25/2023 at 12:55 PM, J. J. said:

The members may wish that loss.

My experience with questions on this board and organizations I belong to in dealing with honorary members, quasi-members, affiliate members, members that do not have the right to do X, etc. that members often do not understand what it means to be a member.