Questions & Answers

The intent of this column is to provide general answers or advice (not formal, official opinions) about the questions asked. The answers are based on the most recent edition of Robert’s Rules of Order Newly Revised, unless otherwise indicated, and do not take into account such governing authorities as statutes, bylaws, adopted special rules of order, other parliamentary authorities, or earlier editions, except as specifically mentioned.

The abbreviations used in these questions and answers are explained in National Parliamentarian Vol. 81, No. 2, Winter 2020, p. 24.

Questions should be emailed to npquestions@nap2.org.

Adjourn vs. New Business

QQuestion 10: At a recent meeting of our club, the presiding officer

felt that he had had enough of the meeting, and after addressing two items of new business which he had placed on the agenda, stated that he “would now entertain a motion to adjourn.” He (possibly deliberately) did not ask if there was any other new business, Startled, as said motion came so quickly from the audience, I leapt to my feet and stated emphatically: “Point of Order!” When asked what was my point of order, I stated that the chairman did not properly ask if there was any other new business as called for in the agenda. Fortunately, my plea was ruled as well taken, and we were able to continue with new business as we should have. I know that a motion to adjourn takes precedence but what else was I supposed to do?

ANSWER:

RONR (12th ed.) 41:27 states: 6. New Business. After unfinished business and general orders have been disposed of, the chair asks, “Is there any new business?”

Members can then introduce new items of business, or can move to take from the table any matter that is on the table (17, 34), in the order in which they are able to obtain the floor when no question is pending, as explained in 3 and 4. So long as members are reasonably prompt in claiming the floor, the chair cannot prevent the making of legitimate motions or deprive members of the right to introduce legitimate business, by hurrying through the proceedings. You are correct that the presiding officer likely should have called for other new business. The presiding officer requested a motion to

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adjourn, which was made quickly from the audience, but you were “reasonably prompt” in attempting to claim the floor to make a motion, and the presiding officer was correct to rule your Point of Order well-taken and allow other new business. However, if the agenda was adopted by the club at the meeting, it may limit members’ ability to bring up items not specified on the agenda. From your statement though it sounds as if there was an agenda item for other new business, so even if the agenda was adopted, the presiding officer should have asked if there was any other new business. For more information about an agenda, and the effect of its adoption, please see RONR (12th ed.) 41:60-62.

State Bylaws Complying with National

QQuestion 11: I belong to a non-profit organization that is tri-level

(local, state & national) in structure. The state bylaws indicate that nothing in them can conflict with the national bylaws.

National bylaws provide that an individual must be a member for two years and must have held an elective office at the local level for one term (two years) in order to be eligible for nomination to a state elective office. To be eligible for the office of president or vice-president, the individual must have been a member for six years and previously held a local level elective office for one term and served at least one term in a state elective office. These same restrictions are contained in the state bylaws.

The membership base is elderly. Many of these members have already served the organization and do not wish to do it again. A few members are willing to serve, but do not meet the qualifications listed above.

However, several of them have served in various elected offices at the local and state level in other organizations, so they are experienced in these various positions on local and state boards.

Robert’s Rules is the organization’s parliamentary authority. Is there any way to get around this problem so these experienced younger members can serve on the state level? We know that bylaws cannot be waived.

We could amend the state bylaws to solve this problem by reducing the restrictions to serve, but if we did so, would that be in conflict

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with the national bylaws? In organizations such as described, do state bylaws always have to contain the same requirements as the national bylaws? Could this matter be brought before the assembly for a decision on amending the bylaws? If so, it stands to reason that the assembly’s decision would have to be made before holding the election.

ANSWER:

You are correct that the bylaws of all levels must be followed. You are also correct that if a bylaw amendment affecting candidate eligibility is adopted before an election, the new provision will apply. You have a particular concern about the degree in which constituent bylaws “not conflict” with those of the higher level of the organization. This is an area of great confusion. Subordinate units are required to follow “clearly requisite points” in the bylaws of the parent organization. RONR, (12th ed.) 56:7. There is no requirement in the parliamentary authority that all levels have the same provisions in every area. Be sure to read all levels of your organization’s governing documents carefully to find areas mandated from the parent organization. In particular, note if the parent bylaws impose eligibility requirements on state officers. Robert’s Rules observes that if a unit is subject to a parent organization, the bylaws of the higher organization should be studied for provisions which are binding on the subordinate unit. In addition,

The bylaws of a subordinate unit need to conform to those of

a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws should contain this limit or one that is lower. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so.

RONR (12th ed.) 56:7, emphasis added. Unfortunately, “clearly requisite points” is not defined. What is clear is that subordinate bylaws do not have to mirror or copy every provision of the parent organization’s bylaws. In the end, your members will interpret their own bylaws. [See RONR (12th ed.) 56:68 for some Principles of Interpretation.] There are numerous examples of matters not “clearly requisite points” and thus not mandatory on a subordinate unit. A parent organization

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will often have a requirement that a convention be held at a certain time of year, with the mid-level organization having a requirement to hold a convention at a different time of year, and with the local unit having no requirement for a convention at all. It is common for the parent organization to authorize certain officers or committees, with the subordinate organizations having bylaws that authorize more or less officers and committees. The size of the board is often different, as well. Such provisions are different but are not conflicts. By contrast, a local unit could not change a requirement that a member be 16 years old, or that dues must be turned over to the parent organization. Clearly, the parent organization can provide rules for eligibility for office at the top level, and lower levels cannot amend this. In rare cases, the parent bylaws might specifically mandate eligibility requirements for officers at lower levels, in which case that provision would have to be observed. In your case, you wish to amend the state bylaws to provide for tailored rules for STATE officers. In summary, absent mandates in the parent organization’s governing documents, and subject to interpretation by the state members, the proposed amendment to state bylaws does not appear to conflict with the parent bylaws.

Committee Agenda

QQuestion 12: During a committee meeting of an organization, does

the agenda have to be approved? If no agenda is approved, are the decisions made by the committee valid?

ANSWER:

You did not specify in your inquiry what parliamentary authority your group uses. Therefore, in answering this question, Robert’s Rules of Order Newly Revised, 12th Edition (RONR) has been utilized. An agenda is a series of special or general orders, or a mixture of both. The agenda may be used as a guideline if not adopted by the group at the beginning of the meeting. Unless the rules of your organization or the committee instructions require a committee to adopt an agenda, it is not required. Therefore, not adopting an agenda would not invalidate committee decisions. If the committee is required to adopt an agenda, and doesn’t, the lack of an approved agenda would not affect the validity of the decisions

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made by the committee, if no Point of Order is raised at the meeting prior to adjournment. A Point of Order is a motion used to call attention to a breach of the rules, but “it must be raised promptly at the time the breach occurs” RONR (12th ed.) 23:5. See RONR (12th ed.), Section 23 for more information regarding a Point of Order. If the committee is required to adopt an agenda, and doesn’t, and a Point of Order is raised at the meeting, then the committee could adopt the agenda at that time. Whether an agenda was formally adopted or not, you indicate that there was an agenda item for other new business. For this reason, the presiding officer should have asked if there was any other new business. For more information about an agenda, and the effect of its adoption, please see RONR (12th ed.) Section 41:58-70.

Opening Ritual

QQuestion 13: Over the past several years, I have attended conventions

of various organizations. In these meetings, the president calls the meeting to order with wording such as: “With the power vested in me by the ______ organization, as President, I hereby declare this meeting in session.”

This wording seems to be quite archaic much like using “respectfully submitted,” before a secretary signs the minutes. Does the presiding officer have to use wording such as this or can they rap the gavel once and call the meeting to order?

ANSWER:

Consult your organizational documents carefully. Some organizations (particularly fraternal and lineage organizations) have an opening ritual with this or similar language. Even in the absence of a ritual, such formal phrasing in this opening may be the custom of an organization. See RONR (12th ed.) 2:25. The language you quote is not required by Robert’s Rules of Order Newly Revised. A convention is organized by adoption of the reports of the credentials committee, standing rules committee, and program committee. RONR (12th ed.) 59: 11. The language RONR utilizes for calling a meeting to order is, “The meeting will come to order,” or “The meeting will be in order.” RONR (12th ed.) 3:15. If desired, it is possible that the language you quote can precede or follow the parliamentary language.

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Opening ceremonies and formal rituals are approved by the parliamentary authority and are useful in providing continuity in the members experiences and establishing that the meeting has indeed begun. A separate formal opening of an inspirational nature can be held, if desired, before the convention is formally organized. RONR (12th ed.) 59:12. Other than a formal opening remark, the presiding officer speaks of himself only in the third person and should not use the personal pronoun “I.” RONR (12th ed.) 3:13.

Questions & Answers research Team

Alison Wallis, PRP Q&A Research Editor Ann Homer, PRP Assistant Q&A Research Editor Rachel Glanstein, PRP Parliamentary Consultant Timothy Wynn, PRP Parliamentarian

Correction

Note: An error was brought to the attention of the editor with regard to the article, “Reconsider and Rescind: What Are the Actions Needed?” in the Summer 2020 issue (Vol. 81, No 4) of the National Parliamentarian. On page 10, in the discussion of Reconsider in standing and special committees, the authors state, “The maker of the motion must have voted on the prevailing side.”

RONR (11th ed.), p. 315, ll. 31-34, states, “In standing and special committees, the motion to Reconsider can be made by any member who did not vote on the losing side—including one who did not vote at all.” It is not necessary that the maker voted on the prevailing side; only that he or she did not vote on the losing side.