Suspending Bylaws

Kirby Glad, PRP

The motion to Suspend the Rules is a recognition of the parliamentary principle that the rules are intended to serve the organization, the organization does not serve the rules . Robert’s Rules provides a way to suspend rules that are standing in the way of the assembly doing its work:

“When an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules, it can adopt a motion to Suspend the Rules interfering with the proposed action…” RONR (12th ed .) 25:1 .

Many people believe that bylaws can never be suspended but this is not true . Robert’s Rules clearly gives an exception as follows:

Rules

That Cannot Be Suspended.

Rules contained in the bylaws (or constitution) cannot be suspended…unless the rule properly is in the nature of a rule of order as described in 2:14. RONR (12th ed .) 25:7 .

This idea of bylaws that are “in the nature of a rule of order” deserves some explanation .

Robert’s Rules recognizes different levels of rules . There are rules that have to do with the foundation of the organization and should be very hard to change . These are referred to as “bylaws” and are described as:

In general, the constitution or the bylaws—or both—of a society are the documents that contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. RONR (12th ed .) 2:8 .

Bylaws properly contain rules about the organization, such as officers and their duties, committees, quorum requirements, qualification for membership, defining the governing body and executive board and their delegated powers . The next level of rules is known as “rules of order,” which are described as:

[Rules of Order] relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise. RONR (12th ed .) 2:14 .

In other words, bylaws should be about the organization, and rules of order should be about meetings, and meeting management .

For example, many organizations have a bylaw saying, “the President shall chair the meetings . ” Clearly this is a rule about the duties of an officer in connection with a meeting, and therefore, according to the rule, may be suspended . By a 2/3 vote, the assembly can remove the president as the chair of the meeting (but not from the office of President) .

An easy way to determine if a rule is “in the nature of a rule of order” is to ask the question, “could this rule have been adopted as a special rule of order rather than a bylaw?” For example, some organizations put a standard meeting agenda in the bylaws . This could easily be a special rule of order instead of a bylaw and illustrates that this type of bylaw can be suspended .

As rules of order are only adopted to “facilitate the smooth functioning of the assembly,” the assembly is allowed to suspend them when they stand in the way of the assembly accomplishing its business .

Robert’s Rules recognizes that organizations may not always understand the difference between bylaws and rules of order and may mistakenly put rules of order into the bylaws—but such rules can be suspended, even if they are in the wrong place . Hence the rule that bylaws that are in the nature of a rule of order CAN be suspended .

There are some added tests that must be passed before we can say that a rule can be suspended . No rule can be suspended that:

Embodies a fundamental principle of parliamentary law, Protects absentees, or Protects the rights of individual members .

RONR (12th ed .) 25 .

When needed, the ability to suspend procedural rules, even those in the bylaws, allows the assembly to manage the business of its meeting in the way that it wants . NP

Kirby Glad, PRP, has served as parliamentarian for over sixteen years, as bylaws consultant, floor parliamentarian, opinion author, meeting parliamentarian, and as a professional presider, serving a wide range of clients including political parties, unions, church bodies, municipal and state boards, homeowners’ associations, and clubs, in seven states.

Committee and Small Board Meetings Without Motions Made

John R. Berg, PRP

meeting to conduct its business without any motions being made .

These different or modified rules for a “board meeting where there are not more than about a dozen members present” (RONR 49:21), and for a committee of any size (RONR 50:25), are stated as the default rules for these meetings . They are not optional, except insofar as those rules in RONR can be overridden by the bylaws or special rules of order (RONR 2:16), or by instructions to a committee (RONR 13:8(d), 50:25) .

For such meetings of committees and small boards, RONR 49:21(5) states, “When a proposal is perfectly clear to all present, a vote can be taken without a motion’s having been introduced.” This is similar to approving or correcting minutes without a specific motion being made to that effect (RONR 41:10) . Additionally, not only can the chairman to submit his own proposals without formally making a motion as described in 4:4-8 (although he has the right to make a motion if he wishes)” (RONR 49n4) .

There is an interesting procedure for handling the report of a resolutions committee at a convention that can be instructive here . It states (RONR 59:80) that when resolutions are submitted in advance to the resolutions committee:

“…the report on each resolution is treated as if it had been moved and seconded in the assembly before being referred to the committee .

It is never necessary for the Resolutions Committee chairman or reporting member to move the adoption of a resolution being reported— unless the committee itself originated it, as in the case of courtesy resolutions . ”

Many boards utilize an agenda which is adopted at the beginning of their meeting . There should be a procedure by which officers, members, or committees may submit items to be included in the agenda . The draft agenda would be distributed to board members in advance and they would have the opportunity to amend the proposed agenda before its adoption .

Here is the key to facilitating the board meeting with a minimal need to make motions: List each proposed motion in full on the proposed agenda. When the agenda is adopted the board has, in effect, agreed to discuss those motions. It then becomes unnecessary to move the adoption of each motion, since the chairman can introduce a subject and initiate a discussion without a motion being made and the board can vote on the matter without a specific motion being made, as stated above . Having the motion already worded on the agenda also eliminates the need for the chair to require that a motion be submitted in writing and makes the secretary’s job easier when wording the motion correctly in the minutes . It should be clear that adopting a meeting agenda with all the motions listed does not approve the motions listed therein, it only approves the consideration of the motions themselves . On the other hand, adopting a consent agenda (or consent calendar as it is termed in RONR 41:32) does actually adopt all the motions on the consent agenda . When a specific item on the meeting agenda comes up, the chair simply states, “The next agenda item is 3 .01, approval of resolution 430, which is included in full on the agenda’s addendum . Is there any discussion?” After any discussion the vote would be taken in the usual way, after the chair repeats the motion . ’ Amendments that are not controversial can be handled in a manner similar to correcting the minutes . Suppose that a report from the Facilities Committee was on the proposed agenda but the committee was not yet prepared to report . The more formal method of amending the agenda would be for one member to be recognized, then move to strike the item from the agenda (without comment), wait for the chair to state the amendment and open debate, then the member explains the reason for striking the item from the agenda . Debate would follow and the chair then puts the amendment to a vote . A much simpler method would be for the member to ask to strike the report from the agenda because the committee is not ready to report, followed by the chair saying, “Without objection, the facilities committee report will be stricken from the agenda . ” (See Unanimous Consent, RONR 4:58-63, which can be applied to action without a motion .)

Even in a regular deliberative assembly, the chair and other members have the ability to assist a member in wording a motion with a brief discussion prior to the motion being stated by the chair and opened for debate (RONR 4:7, 10:30(1)) . This brief and simple process can be used in a small board to make a proposal “perfectly clear to all present” and even agreeable to all present . It can then be followed by its adoption by unanimous consent without the motion actually being opened for debate . The agreement was already arrived at during the brief discussion . In any case, the wording of the proposal must be clear in order to be included properly in the minutes . Not only is the name of the seconder of a motion not included in the minutes of any meeting (RONR 48:5(1), but a second to a motion is not needed in committees and small boards (RONR 49:21(2) . Some have said that their auditor or the software used for writing minutes requires the name of the seconder, but if the auditor or software author were asked why that is a requirement, their response would probably be the erroneous “Robert’s Rules requires it” (often the same erroneous excuse for many unnecessary established customs .)

However, without the need for seconds, the board could be plagued by the same member making the same motion at every meeting, only to have it debated and soundly defeated every time . The solution for that situation is what could be considered the opposite of a second, namely, Object to the Consideration of a Question (RONR 26) . Rather than seconding a motion, a member, without being recognized, could say, “I object to the consideration of the question . ” The chair, on his own initiative, could also say, “The chair objects to the consideration of the question”. In either case, the matter is undebatable and is immediately put to a vote, with two-thirds negative vote required to suppress the motion when put to a vote as “Shall the question be considered?”.

RONR is intended to expedite rather than slow business. Too often boards such as city councils and school boards are observed wasting time while waiting for someone to make a motion and another to second it . Perhaps they just want to have their names in the minutes . These boards typically have heavy workloads, and their time could be better devoted to meaningful discussions rather than unnecessary parliamentary procedures . NP

John R. Berg, PRP, was president of the Washington State Association of Parliamentarians 2017-2021 and has served as parliamentarian for a number of national organizations. In 2019 he was elected to the board of directors of the South Kitsap School District in Washington State and now serves as its vice president.