Discipline & Expulsion based on Bylaws or Policy/Guidelines

[Guest Hillary Kasarjian]

I’d like to add a question that dovetails off of this situation. Our bylaws are totally silent on disciplinary procedures and removal of Officers and General Members. Rather, the bylaws specify that Roberts Rules shall be the governing document for procedures. However, at some point someone added a “Policy/Guideline” titled Collegiality which addresses neighborliness and general topics about proper conduct and support of the goals of the association. That policy/guideline ends with the statement that the Board can vote to remove the Officer and/or a General Member.   

Does the policy govern in this case? It seems the policy does not further clarify a Bylaw since no bylaw exists regarding discipline. Instead, the bylaws specifically say Roberts Rule are to be followed and Roberts rules says RONR are to be followed if the Bylaws don’t otherwise provide guidance. RONR doesn’t say Policy/Guidelines; They say Bylaws. 

Would appreciate guidance on this matter. 

[J. J.]

It would depend if this policy/guideline was a special rule of order or not.  What was the vote taken to adopt it; was notice of its adoption given?  Do you have separate special rules?

It is completely possible to adopt a rule of order covering disciplinary action (63:32 fn. 10).  It is not clear that this is what your group did.

[Josh Martin]

On 1/26/2024 at 9:55 PM, Guest Hillary Kasarjian said:

Does the policy govern in this case?

No, I don't think so. I think the organization would need to adopt this policy in its bylaws, if it wishes to adopt it. (Or at least, the portion of it which includes the statement "that the Board can vote to remove the Officer and/or a General Member". The rest of it seems fine.)

On 1/26/2024 at 9:55 PM, Guest Hillary Kasarjian said:

Does the policy govern in this case? It seems the policy does not further clarify a Bylaw since no bylaw exists regarding discipline. Instead, the bylaws specifically say Roberts Rule are to be followed and Roberts rules says RONR are to be followed if the Bylaws don’t otherwise provide guidance. RONR doesn’t say Policy/Guidelines; They say Bylaws. 

As a general matter, an organization may indeed adopt rules outside of its bylaws superseding Robert's Rules of Order. The book itself says so, and the recommended language (which your society may wish to adopt) for adopting a parliamentary authority in the bylaws says so as well. RONR does not refer to such rules as "Policy/Guidelines," but instead refers to them as "special rules of order," although it is not unusual for an organization to call them something else. (There are also "standing rules," which govern administrative matters, and therefore, such rules do not conflict with RONR.)

In this particular instance, however, I do not think a special rule of order is sufficient to adopt the rule in question. Only a rule in the bylaws would suffice to adopt such a rule.

Unless and until the organization adopts its own rules in its bylaws governing disciplinary procedures, see Sections 62-63 of RONR for the rules on this subject.

On 1/26/2024 at 11:17 PM, J. J. said:

It is completely possible to adopt a rule of order covering disciplinary action (63:32 fn. 10).  It is not clear that this is what your group did.

We are told the rule provides "that the Board can vote to remove the Officer and/or a General Member" and that "no bylaw exists regarding discipline." So far as RONR is concerned, authority to remove a general member rests with the society, not the board. If the membership elects the officers, then authority to remove officers rests with the general membership as well. I do not think a special rule of order would suffice to delegate this authority to the board - only a rule in the bylaws would be sufficient.

Edited January 27, 2024 at 01:52 PM by Josh Martin

[Guest Hillary Kasarjian]

On 1/27/2024 at 12:17 AM, J. J. said:

It would depend if this policy/guideline was a special rule of order or not.  What was the vote taken to adopt it; was notice of its adoption given?  Do you have separate special rules?

It is completely possible to adopt a rule of order covering disciplinary action (63:32 fn. 10).  It is not clear that this is what your group did.

I do not know at this time but will research your questions. My understanding is that the good neighbor/collegiality policy/guideline (APG) was added several years ago, before my time. There is no effective date written. I suppose a review of several years worth of monthly meeting minutes would be required to show where and how the APG was adopted. 
 

I read 63:32 fn. 10 which you noted.  If I’m reading that correctly, it seems to discuss special rules as though special rules are adopted specifically for a particular disciplinary case, prior to a trial, to set ground rules.  Is that correct? The association does not have anything called special rules. Aside from Articles of Inc, there are bylaws and APGs. 
 

In this case, we are talking about a general APG, established years ago, probably as a result of some members not being supportive of the Board or being naughty general members. I’m not really sure. 

Are you saying an APG from years ago, IF approved by a majority (or 2/3?)  vote of membership, AND IF notice of its adoption was provided to membership, would overrule the bylaws?

Or, would the APG be appropriately adopted only if it didn’t circumvent the bylaws which say to follow Roberts Rules which seems to be what the second responser seems to be saying? 

Looking forward to learning more about this considering all the expertise in this site. 

 

[Josh Martin]

On 1/28/2024 at 3:34 PM, Guest Hillary Kasarjian said:

I read 63:32 fn. 10 which you noted.  If I’m reading that correctly, it seems to discuss special rules as though special rules are adopted specifically for a particular disciplinary case, prior to a trial, to set ground rules.  Is that correct?

Special rules of order are rules which are permanent in nature. An organization may also adopt rules of order for a particular meeting. This is the case for disciplinary procedures as well.

On 1/28/2024 at 3:34 PM, Guest Hillary Kasarjian said:

The association does not have anything called special rules. Aside from Articles of Inc, there are bylaws and APGs. 

Yes, I understand. It is not unusual for an organization to call rules something different than the terminology used in RONR. And it's also not unusual for organizations to not bother differentiating between special rules of order and standing rules. Often, an organization will call its lower-level rules something like "policies." Such rules are either special rules of order or standing rules, depending on the rule's nature.

I would suggest you review what is said in RONR (12th ed.) 2:14-24 regarding special rules of order and standing rules and the procedure for adopting the different types of rules.

On 1/28/2024 at 3:34 PM, Guest Hillary Kasarjian said:

Are you saying an APG from years ago, IF approved by a majority (or 2/3?)  vote of membership, AND IF notice of its adoption was provided to membership, would overrule the bylaws?

No, of course not. A special rule of order cannot overrule the bylaws. A special rule of order can, however, overrule Robert's Rules of Order (usually).

What is required for adoption of a special rule of order is either of the following:

• Previous notice and a 2/3 vote;
• A vote of a majority of the entire membership.

Suppose an organization has 100 members, and 60 of them are at a particular meeting. If previous notice was given, a special rule of order could be adopted by a 2/3 vote, which would be 40 votes in the affirmative if there were no abstentions. If previous notice was not given, adopting the special rule of order would require 51 votes - a majority of the entire membership.

On 1/28/2024 at 3:34 PM, Guest Hillary Kasarjian said:

Or, would the APG be appropriately adopted only if it didn’t circumvent the bylaws which say to follow Roberts Rules which seems to be what the second responser seems to be saying? 

I don't think that is quite what I was saying.

Generally speaking, a special rule of order may supersede Robert's Rules of Order, even if the bylaws prescribe Robert's Rules of Order as the parliamentary authority.

In this particular instance, however, I do not think the rule can be properly adopted as a special rule of order. I do not think a special rule of order is sufficient to grant the board authority to remove members of the society or to remove officers (provided officers are elected by the membership).

The organization could adopt other special rules of order which conflict with RONR - even special rules of order pertaining to discipline. But I do not think this particular rule may be adopted as a special rule of order. In my view, only a rule in the bylaws would be sufficient.

Edited January 28, 2024 at 10:11 PM by Josh Martin

[Guest Hillary Kasarjian]

Mr. Martin, I think I understood your initial point that a special rule (regardless of what it’s called), even if properly adopted and implemented, cannot give authority to the BOD to remove a BOD member elected by membership or expel a member. Those actions are reserved for membership. Is that accurate? 
 

If I am following Mr Martin’s opinion, then that leaves me wondering if JJ (or anyone else reading these replies) would agree or disagree.
 

My goal is to ensure that JJ and Mr Martin’s opinions, although through a slightly different path of questions, are aligned and both lead to the same conclusion. 
 

To clarify (at least that is my hope):

I think I might have replied to the wrong person, leading to Mr Martin replying to the questions I had about JJ’s reply.
 

I thought I was following along pretty well for both of your initial replies. However, I wasn’t sure I completely understood  JJ’s  reply related to the use of the terms special rules, standing rules and any other similar words that may have a technically relevant meaning based on the particular words used. I am not a Parliamentary expert so the differences between the words was a source of confusion for me so I wanted to confirm I was following. 

So, if you’re still following me, it seems Mr Martin replied to my questions meant for JJ, which were to ensure my understanding of what a properly implemented non-Bylaw level rule would require to be legit (APG, Special Rule of Order, Standing Rule, Rule of Order and anything similar). 

My apologies if my posting process added any confusion to the matter. 

 

[Gary Novosielski]

I think @Josh Martin's suggestion that you refer to §2:14-24 explains the discrepancy.

In case you don't have a copy of the Book, it says, in relevant part:

2:16 Special rules of order supersede any rules in the parliamentary authority with which they may conflict.⁵...

__________
 ⁵ However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule.

If you have adopted RONR as your parliamentary authority, this footnote would apply.  And the section on Discipline says:

62:16 Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society’s assembly as follows: ....

So the rules that follow that statement in §62 must be followed, since your bylaws are silent on discipline, and these rules cannot be superseded by a conflicting special rule of order.

@J. J.'s statement that special rules of order can supersede bylaws (especially as your bylaws are generally silent on discipline) is generally correct, but in the specific case of removal from office, the rule must be in the bylaws themselves.  Since this is not true in your case, the rules in §62 apply.

 

[Josh Martin]

On 1/28/2024 at 7:28 PM, Guest Hillary Kasarjian said:

Mr. Martin, I think I understood your initial point that a special rule (regardless of what it’s called), even if properly adopted and implemented, cannot give authority to the BOD to remove a BOD member elected by membership or expel a member. Those actions are reserved for membership. Is that accurate? 

Yes. Only a rule in the bylaws would be sufficient.

On 1/28/2024 at 7:28 PM, Guest Hillary Kasarjian said:

If I am following Mr Martin’s opinion, then that leaves me wondering if JJ (or anyone else reading these replies) would agree or disagree.
 

My goal is to ensure that JJ and Mr Martin’s opinions, although through a slightly different path of questions, are aligned and both lead to the same conclusion. 

Well, ultimately, it will be up to JJ to speak for himself, but my guess is that JJ was addressing the general question as to whether a society could adopt rules of order outside of its bylaws and was not looking at the specific rule in question.

[Guest Hillary Kasarjian]

On 1/29/2024 at 7:49 AM, Josh Martin said:

Mr Martin-

Thank you so much for that clarification and further support of your initial position on my questions. 

I was concerned that JJ’s reply, if and when clarified, may have left room for confusion about whether Mr Martin and JJ’s replies were in alignment and with each other.  Therefore I sought closure from JJ.  Since then, I see that Mr. Novosielski added his professional opinion and it is clearly in alignment with Mr Martin’s professional opinion. Having two expert opinions in alignment is very helpful. 

Please know that I was in no way questioning anyone’s professional opinions. Rather, I am  concerned that the BOD of our association may have said your single opinion and JJ’s “unfinished” position amounted to one definitive opinion and one that wasn’t clear.

Our BOD President, who signed the letter of our member’s expulsion (based on a Policy/Guideline) served as the assigned parliamentarian of the association. As well, the association has another member of our association who taught Roberts Rules as part of an agricultural club she led. She is often consulted for her opinion on matters such as this.
 

Therefore, to ensure there is a bright line between the expertise position of this forum and that of the “in house” parliamentarians of our society and/or other expert parliamentarians who read this and care to bolster or refute the prevailing opinion on this chain, I would welcome such. 

My goal is to ensure that our association’s membership will be afforded due consideration of this forum’s expert opinions so the due process ensured by any fair society is ensured
 

Much appreciation.

[Gary Novosielski]

On 1/29/2024 at 1:24 PM, Guest Hillary Kasarjian said:

Mr Martin-

Thank you so much for that clarification and further support of your initial position on my questions. 

I was concerned that JJ’s reply, if and when clarified, may have left room for confusion about whether Mr Martin and JJ’s replies were in alignment and with each other.  Therefore I sought closure from JJ.  Since then, I see that Mr. Novosielski added his professional opinion and it is clearly in alignment with Mr Martin’s professional opinion. Having two expert opinions in alignment is very helpful. 

Please know that I was in no way questioning anyone’s professional opinions. Rather, I am  concerned that the BOD of our association may have said your single opinion and JJ’s “unfinished” position amounted to one definitive opinion and one that wasn’t clear.

Our BOD President, who signed the letter of our member’s expulsion (based on a Policy/Guideline) served as the assigned parliamentarian of the association. As well, the association has another member of our association who taught Roberts Rules as part of an agricultural club she led. She is often consulted for her opinion on matters such as this.
 

Therefore, to ensure there is a bright line between the expertise position of this forum and that of the “in house” parliamentarians of our society and/or other expert parliamentarians who read this and care to bolster or refute the prevailing opinion on this chain, I would welcome such. 

My goal is to ensure that our association’s membership will be afforded due consideration of this forum’s expert opinions so the due process ensured by any fair society is ensured
 

Much appreciation.

If you have a copy of Robert's Rules of Order Newly Revised 12th edition, the citations in the above replies will help you point out the exact language in RONR to the doubters.

[J. J.]

62:16 refers to the "procedures described in 63."   One of those procedures, the footnote for 63:32, indicates that the assembly can adopt a special rule to do something different.  The assembly would still be following "procedures described in 63," if it adopted a rule described in 63:32 fn. 10.

You could make an argument that if RONR is the parliamentary authority and the bylaws provided that officers served "or until their successors are elected," the assembly could not adopt a special rule requiring a trial.  (If it were in the same session the assembly could, however, suspend the rules and require a trial.)

Edited to add:  The OP referred to officers and general members.  There is no hint that anything could prevent the assembly from adopting special rules in regard to disciplinary action against members. 

All that said, I still have questions of if this policy manual is a valid special rule.  We also don't know what the term of office of officers are. 

Edited January 31, 2024 at 03:59 AM by J. J.

[Dan Honemann]

On 1/29/2024 at 1:24 PM, Guest Hillary Kasarjian said:

Therefore, to ensure there is a bright line between the expertise position of this forum and that of the “in house” parliamentarians of our society and/or other expert parliamentarians who read this and care to bolster or refute the prevailing opinion on this chain, I would welcome such. 

This is what Mr. Martin posted several days ago in response to J.J.:

"We are told the rule provides "that the Board can vote to remove the Officer and/or a General Member" and that "no bylaw exists regarding discipline." So far as RONR is concerned, authority to remove a general member rests with the society, not the board. If the membership elects the officers, then authority to remove officers rests with the general membership as well. I do not think a special rule of order would suffice to delegate this authority to the board - only a rule in the bylaws would be sufficient."

This is absolutely correct.  If your organization wishes to grant any such power to your board that your bylaws do not now grant it, this can only be done by amending your bylaws.  It's really as simple as that.

Edited January 31, 2024 at 01:27 PM by Dan Honemann
Inserted the underlined word "such".

[J. J.]

On 1/31/2024 at 6:55 AM, Dan Honemann said:

This is what Mr. Martin posted several days ago in response to J.J.:

"We are told the rule provides "that the Board can vote to remove the Officer and/or a General Member" and that "no bylaw exists regarding discipline." So far as RONR is concerned, authority to remove a general member rests with the society, not the board. If the membership elects the officers, then authority to remove officers rests with the general membership as well. I do not think a special rule of order would suffice to delegate this authority to the board - only a rule in the bylaws would be sufficient."

This is absolutely correct.  If your organization wishes to grant any such power to your board that your bylaws do not now grant it, this can only be done by amending your bylaws.  It's really as simple as that.

How is that required in light of the 63:32 fn 10.

Let me expand.  I agree that RONR can require certain things to be authorized in the bylaws (e.g. proxy voting).  Where is this in regard to disciplinary action in RONR?  

Edited January 31, 2024 at 02:26 PM by J. J.

[Dan Honemann]

On 1/31/2024 at 9:15 AM, J. J. said:

How is that required in light of the 63:32 fn 10.

The footnote to which you refer relates to the adoption of special rules of order, and has nothing whatsoever to do with adoption of rules conferring power or authority upon a subordinate board.  We are here dealing with a rule purporting to confer powers upon a board, and this sort of rule is not a rule of order.

On 1/31/2024 at 9:15 AM, J. J. said:

Let me expand.  I agree that RONR can require certain things to be authorized in the bylaws (e.g. proxy voting).  Where is this in regard to disciplinary action in RONR?  

The relevant rule is found in 49:5, which reads as follows (emphasis supplied):

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it."

We are not here dealing with a vote of this society's assembly referring an individual matter to its board. We are dealing here with a rule adopted, we are told, several years ago (presumably by the general membership), purporting to confer a continuing power upon the board to remove officers (presumably elected by the general membership) and expel members of the organization. As stated in 49:5, such a power can only be conferred upon the board by a bylaw provision.

 

[J. J.]

On 1/31/2024 at 10:34 AM, Dan Honemann said:

The footnote to which you refer relates to the adoption of special rules of order, and has nothing whatsoever to do with adoption of rules conferring power or authority upon a subordinate board.  We are here dealing with a rule purporting to confer powers upon a board, and this sort of rule is not a rule of order.

The relevant rule is found in 49:5, which reads as follows (emphasis supplied):

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it."

We are not here dealing with a vote of this society's assembly referring an individual matter to its board. We are dealing here with a rule adopted, we are told, several years ago (presumably by the general membership), purporting to confer a continuing power upon the board to remove officers (presumably elected by the general membership) and expel members of the organization. As stated in 49:5, such a power can only be conferred upon the board by a bylaw provision.

 

However, has not the society, if done properly, referred all matters of this class to a standing committee, the board serving as a standing committee (along with being the board)?  [That would include a presumption that, as per 50:9, there were no other standing committees established in the bylaws.]

[Dan Honemann]

On 1/31/2024 at 11:02 AM, J. J. said:

However, has not the society, if done properly, referred all matters of this class to a standing committee, the board serving as a standing committee (along with being the board)?  [That would include a presumption that, as per 50:9, there were no other standing committees established in the bylaws.]

Well, this is an interesting thought, but there is nothing at all in the facts provided that would even come close to indicating that this is what occurred. 

 

[J. J.]

On 1/31/2024 at 11:45 AM, Dan Honemann said:

Well, this is an interesting thought, but there is nothing at all in the facts provided that would even come close to indicating that this is what occurred. 

 

Right now, we don't have facts to show that this was adopted as a special rule of order; that is why I stand with my first answer.  For all we know at this this point, this policy manual was adopted by the board and is not a special rule of order. 

I am skeptical that this actually is a special rule of order. 

[J. J.]

Just to be clear, I am not questioning the original poster's, Hillary Kasarjian's, veracity in the least.  It is clear that she (?) does not have the answer at this point, either. 

Perhaps the easier method that searching the minutes would be to determine what, if anything, the bylaws say about standing committees and the role of the board.  In the latter case, is there something in the bylaws that says that the assembly may assign additional duties to the board.

[Guest Hillary Kasarjian]

[Guest Hillary Kasarjian]

This is the Association Policy Guideline (APG) used by our Board of Dirtors to expel a member (as well as a Director in the recent past). There is no effective or review date for the APGs.  The APGs are “appended hereto” the Bylaws which we last amended 2/28/2019. 

Apologies for the repeated images up above. 

[Dan Honemann]

Based upon the additional facts provided*, we are dealing here with a rule, apparently developed by the board with membership approval several years ago, purporting to confer a continuing power upon the board to remove officers elected by the general membership and expel members of the organization. As stated in 49:5, such a power can only be conferred upon the board by a bylaw provision. 

There is nothing in the bylaws which grants the membership the authority to adopt such a rule by anything other than a bylaw provision. Instead, the bylaws adopt, as the society's parliamentary authority, the "generally accepted and adopted Robert's Rules of Order", which I think it is fair to be taken as meaning the current edition of RONR, including the provisions of 49:5.

As a consequence, I stand by my previous responses.  In my opinion, the last sentence of the quoted APG is null and void.

-----------------------

* It's worth noting that the additional facts provided show that our guest Hillary Kasarjian did a remarkably good job in initially summarizing the factual situation.  It would be nice if this were more often the case in these forums. 

 

 

 

[J. J.]

Article VI answers the question.  It is the BOD that creates the APG, so it is not a special rule of order.  Unless APG VII adopted as a bylaw amendment, RONR will supersede it.

 

 

[Guest Hillary Kasarjian]

Many thanks to each of you for your expert level critical analysis of this situation. 

Happy almost Friday.