When Special Rules of Order are located in Standing Rules

[Tomm]

Our Board is in the process of revising our Bylaws and Board Policies/Standing Rules, and just released the first draft.

The new Board Policy is titled "Robert's Rules of Order" even though RONR is stated as being the parliamentary authority in the bylaws.

Here's where it gets sticky! And what possibly couldn't go wrong with this approach? (sarcasm)

The Board Policy goes on to say "Robert's Rules of Order allows users to establish specific ways to apply the rules. The following will be the application of Robert's Rules for Board and Membership meetings."

And although there are items in there are in fact just a Board Policy, but then it goes on to state Special Rules of Order such as:

• At Membership meetings, Members can only speak for 3 minutes.
• Board meeting can use Consent Agendas.
• Can only use 4 of the 7 Rules for small boards
• Special Order of Business

It's my assumption that this is a pretty big No-No! 

Can you anticipate just how wrong things can go, and suggest what to say to convince the Board how wrong this approach is?

I have suggested in the past that they need to create a separate document titled Special Rules of Orders and just like their Board Policies and maintain it as recommended in RONR 2:20.

 

[Joshua Katz]

A board may prescribe its own special rules of order, unless a superior body tells it not to, and the rules of order for its committees and other subordinate bodies. It cannot prescribe special rules of order for superior bodies. That's what is important, not what they call the document.

[Dan Honemann]

On 9/19/2024 at 3:04 PM, Joshua Katz said:

A board may prescribe its own special rules of order, unless a superior body tells it not to, and the rules of order for its committees and other subordinate bodies. It cannot prescribe special rules of order for superior bodies. That's what is important, not what they call the document.

Well, If this is a subordinate board it cannot adopt special rules of order that conflict with the rules in RONR.

[Joshua Katz]

On 9/19/2024 at 12:08 PM, Dan Honemann said:

Well, If this is a subordinate board it cannot adopt special rules of order that conflict with the rules in RONR.

I stand corrected. But I stand by my point that it can't do this:

On 9/19/2024 at 12:00 PM, Tomm said:

• At Membership meetings, Members can only speak for 3 minutes.
•  

 

[Tomm]

On 9/19/2024 at 12:08 PM, Dan Honemann said:

Well, If this is a subordinate board it cannot adopt special rules of order that conflict with the rules in RONR.

The Articles of Incorporation does give the board the ability to revise and amend the bylaws.

I'm more interested in understanding how a Special Rules of Order placed in a Standing Rule can be applied since a Special Rule of Order, within the hierarchy of laws is considerably higher than a Standing Rule? 

[Dan Honemann]

On 9/19/2024 at 3:43 PM, Tomm said:

The Articles of Incorporation does give the board the ability to revise and amend the bylaws.

I'm more interested in understanding how a Special Rules of Order placed in a Standing Rule can be applied since a Special Rule of Order, within the hierarchy of laws is considerably higher than a Standing Rule? 

It doesn't matter what you call a rule.  If it relates to the orderly transaction of business in meetings or the duties of officers in that connection it is a rule of order.

[Tomm]

On 9/19/2024 at 12:47 PM, Dan Honemann said:

It doesn't matter what you call a rule.  If it relates to the orderly transaction of business in meetings or the duties of officers in that connection it is a rule of order.

 

I totally understand that Special Rules of Order take precedence over a Standing Rule, I just don't understand how they become enforceable when they're buried in a subordinate rule that has no application within the context of a meeting? Why would you even look at a Standing Rule to find what was a permissible rule to use in a meeting? 

So you're saying, that even though the hierarchy of laws are:

• Federal Laws
• State Statutes
• Articles of Incorporation
• Bylaws
• Rules of Order
•          Special Rules of Order
•          Parliamentary authority (RONR)
• Standing Rules
• Custom

It's okay to bury Special Rules of Order in Standing Rules? 

[Joshua Katz]

Things are what they are, not what you call them. 

[Atul Kapur]

It's not okay, but it is a frequent occurrence that people use different terms than those found in RONR, or use the term with a different meaning or intent. If the rule is a special rule of order as RONR defines the term, then it does not matter what title the organization gives it; it takes its rightful place in the hierarchy as a special rule of order. 

[Drake Savory]

Question:

Were those rules ever voted on?  Or just handed down by someone in authority?

[Tomm]

On 9/19/2024 at 4:22 PM, Drake Savory said:

Question:

Were those rules ever voted on?  Or just handed down by someone in authority?

They were presented as a, yet to be voted, on draft copy of the revised bylaws and board policies.

I would like to convince the board that it's not such a good idea to bury special rules of order in a board policy. It deserves its own document to properly comply with RONR.

[Gary Novosielski]

On 9/19/2024 at 4:25 PM, Tomm said:

It's okay to bury Special Rules of Order in Standing Rules? 

No, it's not "okay" to do it, since it obviously makes it hard to find, and that's a problem.  It should be moved.

But that doesn't change the fact that such a rule is enforceable, even if it's in the wrong place.

Edited September 20, 2024 at 04:15 AM by Gary Novosielski
assumed it had been passed already—fixed.

[Drake Savory]

On 9/19/2024 at 6:05 PM, Gary Novosielski said:

But that doesn't change the fact that it's enforceable now, even though it's in the wrong place.

They haven't voted on them yet.

And according to 2:22 with the previous notice, they require a 2/3 vote - NOT just a majority.  You should probably be ready to remind the chair of that and move to divide the question when it comes ready to move to adopt the policy.

Question: suppose you have a situation where, if divided, some motions require a majority and some require a 2/3 vote.  However, the motions are voted on in toto and gets a majority vote in favor but not 2/3?

Edited September 20, 2024 at 03:48 AM by Drake Savory

[Gary Novosielski]

On 9/19/2024 at 11:45 PM, Drake Savory said:

They haven't voted on them yet.

Thanks.  Fixed.

[Tomm]

On 9/19/2024 at 8:45 PM, Drake Savory said:

You should probably be ready to remind the chair of that and move to divide the question when it comes ready to move to adopt the policy.

The vote to approve will take place in a board meeting, which they are allowed to do on their own per our Articles of Incorporation.

I am not a Director so I will have no ability to make that motion.

[Dan Honemann]

On 9/19/2024 at 11:45 PM, Drake Savory said:

Question: suppose you have a situation where, if divided, some motions require a majority and some require a 2/3 vote.  However, the motions are voted on in toto and gets a majority vote in favor but not 2/3?

If a single motion is made to adopt several rules, some of which require a two-thirds vote for their adoption, a two-thirds vote will be required for adoption of the motion.

Tacking this question on to this thread, however, may lead to confusion.  Here we are considering rules, some of which are special rules of order, being considered for adoption by a board having authority to do so.  Special rules of order require either previous notice and a two-thirds vote, or the vote of a majority of the entire membership for their adoption.  

Edited September 20, 2024 at 10:38 AM by Dan Honemann
Added the last paragraph.

[Richard Brown]

@Tommif your board of directors has the authority to amend and adopt bylaws and special rules of order and standing rules and a policy manual and whatever other documents it wants to adopt, it may do so and nothing in RONR prohibits it. Even if RONR did prohibit it, your board can still do it because it seems to have that authority by virtue of its articles of incorporation and everything it does will supersede the rules in RONR.

Eeven though we on this forum might not like it, your board of Directors apparently has the authority to adopt just about anything it wants to and to call rules and documents by whatever name it wants to call them. If it wants to bury what we consider to be rules of order in a document entitled standing rules or a policy manual it can do that.  Although RONR says that a rule shall be classified based on its function, not by what it is called, you’re board apparently has the authority to overrule that and say that rules listed as standing rules shall be treated as standing rules, regardless of what RONR says about it. 

It’s a little hard for me to follow everything you posted, but what you say the board is proposing to do seems pretty convoluted to me, and I suspect it sounds convoluted to my colleagues. However, if your board wants to adopt convoluted rules, it apparently has the authority to do so whether we like it or not and regardless of anything RONR says about how Rules should be classified. 

is there any chance at all of your board agreeing to retain a professional parliamentarian to help it out — or at least to review these proposed new rules?
 

[Rob Elsman]

For the very same reason that it is generally preferable not to enshrine special rules of order in the bylaws, it is preferable not to enshrine them in the standing rules or policies, either, since controversy will inevitably arise over whether a particular rule is suspendable.

[Richard Brown]

I agree with the comment immediately above by Mr. Elsman. I have seen many examples of confusion and controversy caused by placing rules that are in the nature of rules of order (and that actually are rules of order) in a document titled “standing rules”.

[Rob Elsman]

Just to add one more thought—the kind of ordinary standing rule discussed in RONR (12th ed.) 23:15 can be suspended by majority vote, whereas suspendable rules of order require a two-thirds vote to suspend. If these two kinds of rules are intermixed, it is inevitable that an argument will break out over the vote required to suspend a particular rule.

[Josh Martin]

On 9/19/2024 at 2:00 PM, Tomm said:

And although there are items in there are in fact just a Board Policy, but then it goes on to state Special Rules of Order such as:

• At Membership meetings, Members can only speak for 3 minutes.
• Board meeting can use Consent Agendas.
• Can only use 4 of the 7 Rules for small boards
• Special Order of Business

I think under other circumstances, there may be some question as to whether the board can adopt special rules of order conflicting with RONR, and especially some question as to whether the board can adopt special rules of order governing membership meetings.

But as I recall, the board in your organization even has the power to amend the bylaws, so I don't see anything preventing the board from adopting rules such as you describe.

On 9/19/2024 at 2:00 PM, Tomm said:

I have suggested in the past that they need to create a separate document titled Special Rules of Orders and just like their Board Policies and maintain it as recommended in RONR 2:20.

While I agree that it would be a best practice to have a separate document (or at least a separate section of the same document) titled Special Rules of Order, for the sake of clarity, I don't know that RONR strictly requires this.

[Tomm]

On 9/20/2024 at 9:29 AM, Josh Martin said:

While I agree that it would be a best practice to have a separate document

It just greatly bothers me that the Board, who has established RONR to be their parliamentary authority, has no understanding of RONR or how to comply with RONR!

I imagine that ignorance of RONR is more of the rule rather than the exception in most organizations?

[Atul Kapur]

On 9/20/2024 at 12:59 PM, Tomm said:

It just greatly bothers me that the Board, who has established RONR to be their parliamentary authority, has no understanding of RONR or how to comply with RONR!

I imagine that ignorance of RONR is more of the rule rather than the exception in most organizations?

It's actually a custom, not a rule. 😜

[Dan Honemann]

On 9/20/2024 at 12:29 PM, Josh Martin said:

But as I recall, the board in your organization even has the power to amend the bylaws, so I don't see anything preventing the board from adopting rules such as you describe.

Although the board may have to amend the bylaws first, before adopting its own special rules of order conflicting with those in RONR.

[Drake Savory]

On 9/20/2024 at 4:21 AM, Dan Honemann said:

Tacking this question on to this thread, however, may lead to confusion.  Here we are considering rules, some of which are special rules of order, being considered for adoption by a board having authority to do so.  Special rules of order require either previous notice and a two-thirds vote

Which I pointed out in my post assuming the information the OP received constituted previous notice.  Since what will be voted on is a policy, my question is germane in that I suspect (through ignorance) that the Chair would declare the Special Rules as passed with only a majority vote adopting the policy.  The reply to my question makes it clear that the entire policy fails unless getting a 2/3 vote.  I think it clarified, not confused the situation.