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Volume 86, No 1 (Fall 2024) August 1, 2024
Volume 86, No . 2 (Winter 2025) .
Volume 86, No . 3 (Spring 2025) .
November 1, 2024
February 1, 2025
From the Editor
Welcome to the summer issue of the National Parliamentarian . Most units and associations may be preparing NAP members for the RP exam or prepping the provisionals for the NAP membership exam . Of note, I recognize District Representative Lucy Hicks Anderson, PRP, for her highly successful program on taking the NAP membership exam—We Want You!
Regenia Moore Lee, PRP, served as the Program Coordinator with Sheryl Womble, PRP, as Assistant Coordinator . Over 370 registrants participated each week in its five-part series learning basic parliamentary procedure .
If you want to know the actual content of the NAP membership exam and how to study for it, please see the article from the Ohio Association’s Membership Chair, who breaks down the components on the NAP membership exam alongside Robert’s Rules of Order Newly Revised in Brief (3rd ed .) . And remember there is help if you are studying—to take the NAP membership exam or to be credentialed— through the NAP Professional Development Committee’s mentor-mentee program chaired by Donna J . Thompson, PRP. Please note her correct email address at madprez1027@yahoo .com This is continuous proof of the dynamism of NAP.
In this summer issue, Lorenzo Cuesta, PRP, writes about making decisions from differing potential issues . In “Consensus Decision vs . Deliberation by ‘RONR’” he analyses the two pathways to making an organizational decision .
This article provides excellent considerations to ponder when navigating an organizational decision . I would relish feedback from you, the reader, on the art of making decisions . Also, the article, “‘Shall,’ ‘may,’ ‘must,’ and ‘should’: Fun with auxiliary verbs!” by Kirby Glad is a must-read for those of us who agonize over these four words . Lastly, Tannis Nelson revisits the art of writing a proviso in her article “Bylaw Calamities . ” Enjoy the read and the opportunity to analyze these articles with the unique approaches by the author . All for now .
Let us raise a standard to which the wise and honest can repair.”
— George Washington
At the start of the Constitutional Convention of 1787, George Washington, according to tradition, said, “Let us raise a standard to which the wise and honest can repair . ” As members of the National Association of Parliamentarians we know that a parliamentarian should be obligated to upholding the highest standards at all times . As inspired by our Code of Professional Responsibility, these standards include promoting a spirit of cooperation with colleagues, maintaining a professional responsible practice, and living the principles of fair dealing . Throughout the year, NAP and its districts, associations, and units provide quality programing and cooperative connections . Two outstanding national events will occur this summer . On August 9-10, 2024, our Leadership Conference will be held virtually, with the theme “Let Us Lead Together . ” This popular event, held for the purpose of providing education, orientation, networking, and sharing experiences, is offered at a minimal cost to our members and features carefully planned contributions from distinguished NAP members . NAP’s leaders and aspiring leaders are warmly encouraged to attend .
NAP is committed, as manifested in our Articles of Incorporation, to bringing into closer cooperation parliamentarians throughout the world as well as to upholding the general principles of obedience to law, and to lending moral aid and strength to the parliamentary activities of its members .
This September, our members may further their own commitment to these worthy goals by attending the National Training Conference on September 5-8, 2024 . During our time together, attendees will gather for the annual membership meeting, for shared meals, for a wide variety of educational workshops and training, for an interfaith service, and a closing ceremony . In addition to the educational offerings, the opportunity to share these activities with your parliamentary peers will surely be a heavy inducement for attending .
At this year’s NTC, there will be over 30 educational workshops, with exciting programs suitable for all levels of parliamentary experience and knowledge . Members will also be able to participate in the popular presiding and parliamentarian labs . Although there are many topics of interest on offer, there is a heavy emphasis on our professional responsibilities and ethical duties . For individuals who cannot attend in person, the workshops will be recorded and may be viewed at a later time . You will want to make plans now to gather for the NTC’s parliamentary and professional education in the luxurious Palacio del Rio in friendly San Antonio . The location is an excellent hotel on the beautiful San Antonio River Walk, very convenient to fun and culturally enriching opportunities outside of the hotel and to fun and educationally enriching opportunities on the inside . Come learn with your parliamentary colleagues . Head to San Antonio to visit a city rich in history and hospitality, filled with museums and missions . Let’s not only reason together but learn together!
Alison Wallis, PRP 2023-2025 NAP President
Consensus Decision Deliberation by “RONR”
By Lorenzo Cuesta, PRP
Two extreme methods to decision-making by a board exist . They are the Consensus Decision-Making (CDM) approach, and the Deliberative DecisionMaking approach, described by the 12th Edition of Robert’s Rules of Order Newly Revised (RONR) . Both methods have advantages when properly applied, and consequences when improperly applied . After more than 20 years of working as a parliamentarian, I have made the following observations from serving several clients who used the CDM approach . The literature illustrates many variations of this method, but my comments are limited to my experience with clients in the fields of education, arts, and religion .
Method
#1: the Consensus Decision-Making approach
Ideally, the CDM approach allows anyone the right to propose a solution to any issue . Amendments are proposed as recommendations and are incorporated based on general consent . There are no formal subsidiary, incidental, or privileged motions . Debate is structureless and unrestricted . The initial proposal evolves as new ideas are shared . Once a common solution emerges and can be accepted in clear and positive terms, the proposal is considered adopted . The table below illustrates the advantages and consequences of the CDM approach based on whether CDM is applied properly or misapplied .
The CDM approach
1 . Seeks a broad acceptance of a proposal by representing as many of the board members’ opinions and concerns as possible .
2 . Encourages all board members to actively participate in the discussion because everyone’s voice is worth hearing .
3 . Creates ownership and commitment to the best possible decision that suits the group as a whole .
Proposal:
The CDM process seeks a solution to a loosely defined issue .
Proposal:
Often two or more potential solutions to the initial problem result . Members recommend changes to the potential solutions Each new recommendation may change the purpose of the initial issue even though the recommendation was introduced by only one person
Properly applied CDM
Misapplied CDM Debate:
The CDM process seeks to have everyone agree on a solution without the burden of the voting process
Everyone is supposed to share ideas so that all feel they control the body’s decision .
Debate continues until there is a convergence of thought, or until contentious ideas are silenced
Voting:
Voting is seen as a competition of ideas where there is always a losing side that will be excluded from the final decision .
Typically, members reach one of three conclusions:
1 . If the member supports the solution, the member indicates that the member agrees .
2 . If the member is willing to accept the solution though the member may still have concerns with the solution, the member indicates that the member will stand aside .
3 If the member opposes the solution completely, the member indicates that the member wishes to block the solution
action:
CDM implements or takes action on the solution
Debate:
Silence implies unanimity . But silence merely equates to acquiescence through alienation and renunciation . The process sacrifices unity for the sake of unanimity .
An oligarchy rules, rather than the will of the majority
Voting:
The proposed solution may or may not be defeated even if several members vote to block it .
When a small fraction of the board rules over the submissive majority, the society is at the mercy of the tyranny of the minority
action:
An oligarchy summarizes the final decision and implements their own wording of the decision .
Method #2: Deliberative Decision-Making approach by RONR Proposal:
RONR starts with a proposal on a narrow issue defined by a specific call to action .
Under RONR, the proposal is not considered by the body unless at least one other member agrees to consider (i .e ., seconds) the proposal .
Debate:
All changes (i .e ., amendments) to the initial proposals must reflect the will of the body’s majority . The adoption of the proposal could be temporarily set aside (i .e ., postponed or referred to a committee) until necessary resources and information are obtainable . Meanwhile, the assembly continues handling other board business . Productivity and time management are favorably impacted . RONR focuses on one proposal at a time Debate protocol requires that deliberation be confined to the pending proposal . Deliberation is direct, efficient, and purposeful . Dissenting ideas and contrary views are tolerated without the speaker being intimidated into concurring with others . No one has the unilateral power to kill the solution simply because that individual is not open to the ideas of others .
Voting:
In RONR the decision process is always the most formal of all the steps . The affirmative and the negative votes are polled with a prescribed voting threshold required for adoption of each motion .
Results:
Under RONR the presiding officer announces the result of the voting and instructs the body on the required action to be taken . The voting members always have a right to challenge the voting results as declared by the chair .
However, RONR Motions are tools that are used and misused by the members.
Robert’s Rules of Order Newly Revised is intended to allow every voting member a fair opportunity to participate in handling the outcome of a motion . But every rule can be exploited strategically and legally, yet not necessarily in keeping with the spirit of the rule .
Here are some examples .
Motion Intended usage exploited usage
Amend Perfect a motion to appeal to Change a motion to reduce the majority of the assembly . its appeal to the majority .
Previous We are ready to vote . Prevent opponents to your Question motion from being heard . Or, speak in support of your motion and immediately move to close debate .
Refer We need more research from Send your motion that is about a dedicated focus group . to be defeated by the assembly to a committee of your friends .
Motion Intended usage exploited usage
Postpone We need more time to Remove your motion from the Definitely prepare for the motion assembly because it is about to be defeated . Bring it back to the assembly after you attract more friends to the meeting
Recess Take a break Interrupt the debate so that you can gather more friends and assure the adoption of your motion
Adjourn Close the meeting . Interrupt the debate so that a vote is not taken on your motion when it is about to be defeated .
Point of Correct the violation of a rule . Prove that a rule from the Order documents of governance has been violated when someone attempts to hurt the success of your motion
Division Vote again to assure that the A second voting may give you votes are tallied correctly better results after your motion is initially voted down .
Quorum Assure that the required Challenge the presence of a number of voting members quorum . Your motion cannot is present be defeated in the absence of a quorum .
Rescind Nullify the adoption of If a motion you do not like is a motion . adopted, try to nullify it, often .
Reconsider Revisit a vote .
If your motion is about to be defeated, vote against it!
If it fails, you voted on the prevailing side and can move to revisit the vote opening the motion to further debate and amendments
Request Ask an urgent question that Unfairly sneak ahead on the for will help you vote wisely debate queue your first time Information or back again more times .
Conclusion:
So, which method is more efficient for a board to handle a motion?
The smaller the board size with non-contentious issues, the more likely that the Consensus Decision-Making Method is sufficient . However, RONR offers two other approaches, see chart below .
The larger the board size with contentious issues, the more likely that the only document that will assure proper handling of motions is Robert’s Rules of Order Newly Revised . See chart below . NP
Procedures for Small Boards, RONR (12th ed ) 49:21;
Robert’s Rules of Order in Brief, 3rd Edition, (p . 116); or
Create Special Rules of Order, RONR (12th ed ) 2:15-18
Robert’s Rules of Order Newly Revised (12th ed .)
Procedures for Small Boards, RONR (12th ed .) 49:21;
Robert’s Rules of Order Newly Revised in Brief, 3rd Edition, (p 116); or
Create Special Rules of Order, RONR (12th ed .) 2:15-18
Robert’s Rules of Order Newly Revised (12th ed )
Robert’s Rules of Order Newly Revised (12th ed .)
Lorenzo r. Cuesta, PrP, is a Past President of the California State Association of Parliamentarians He has served as a parliamentarian for boards, conventions, and annual meetings in and beyond California for more than 25 years Lorenzo is convinced that Telling is not Teaching; Listening is not Learning; and only Enlightenment is Education .
“sHaLL,” “MaY,” “Must,” and “sHOuLD”
Fu N w I t H a ux ILI ar Y Ver B s!
By Kirby Glad, PRP
When drafting bylaws we are often faced with making the correct choice of auxiliary verb where the correct word makes a big difference . We often use “shall” to make sure something gets done, and this language is suggested in RONR (12th ed .) 56 Content and Composition of Bylaws . But is this the right choice?
An auxiliary verb is defined as “A verb used to help form the tenses, aspects, voices, and moods of other verbs such as will, shall, have, do, be, can, ought, might, would, may”.1
The origins of “shall” from Old English are based in the root of “to be indebted” or “to owe . ” The past tense of “shall” is “should . ” “Should” is far from “must . ” For example, “That should make you happy” is not the same as “That must make you happy . ” There are several usages of “shall,” which we all recognize, including an action intended at a future time . “I shall return” is a bit of a promise (creating a debt) and more like “I will return . ” This is certainly a different meaning than “I must return . ”
“Shall” is also used for permission . The sentence “Shall I invite them?” has the meaning of “may” as in “May I invite them?” “Shall” is also used to express determination or obligation (there is that root word “to owe” again), or necessity, as in “We shall overcome . ”
The meaning of “The treasurer shall disburse funds as approved the chair” could mean “will,” “may,” or “should,” but “The treasurer must disburse funds as approved by the chair” is a much clearer directive and has only one meaning . Failure to disburse said funds would be nonfeasance .
Bryan Garner, the legal writing scholar and editor of Black’s Law Dictionary (ninth edition) wrote that “In most legal instruments, “shall” violates the presumption of consistency…which is why “shall” is among the most heavily litigated words in the English language . ”
Black’s Law Dictionary lists five definitions for “shall” including, “has a duty to,” “should,” “may,” “will,” and “is entitled to . ” None of these has the same level of requirement as “must . ”
This ambiguity is what is driving the practice of statutory law away from “shall” and towards “must” as the only correct word to express the imperative.
The Supreme Court of the United States has already spoken on this issue in the case of Gutierrez de Martinez v . Lamagno, 1995 . One party argued that “shall” means “must,” while the other party argued that “shall” means “may” or “should . ” The court held that “shall” can be ambiguous and is not a clear imperative . As Justice Ruth Bader Ginsburg remarked in a majority opinion, “though shall generally means must, legal writers sometimes use, or misuse, shall to mean should, will or even may . ”
Consider a court case about a law that says “There shall be a quorum for the committee to do business . ”2 A governmental committee entered into a contract when a quorum was not present and a lawsuit ensued . One party argued that “shall” meant there “must” be a quorum, and there being none, the committee did not have the authority to contract . The other side argued that “shall” means “should,” or “has a duty to . ” So while the committee could be punished for failing this duty, that fact has no effect on making a binding contract . As reported by Jerry Payne of the National Conference of State Legislatures regarding the use of the word “shall,” “In such cases, courts have held that this use [of “shall”]
is merely a legislative aspiration, nothing more . ” 3
Must is “used to express compulsion, obligation, requirement, or necessity.”
And while “must” and “shall” can overlap in meaning, “must” is always an unambiguous imperative.
In 2010 the Plain Writing Act was passed by the U .S . Congress directing all drafters of laws and regulation to use “plain language” that could be understood by the citizen of average education . On April 13, 2011, President Obama issued Memorandum M-11-154 referring all federal agencies to the Federal Plain Language Guidelines . (Ironically, the memorandum said all agencies “should follow” the guidelines, not “must,” but after all, they are only “guidelines,” like the Pirate Code .)
The Federal Plain Language Guidelines5 III . a . 1 . Iv . state:
The word “must” is the clearest way to convey to your audience that they have to do something. “Shall” is one of those officious and obsolete words that has encumbered legal style writing for many years. The message that “shall” sends to the audience is, “this is deadly material.” “Shall” is also obsolete. When was the last time you heard it used in everyday speech?
Besides being outdated, “shall” is imprecise. It can indicate either
an obligation or a prediction. Dropping “shall” is a major step in making your document more user-friendly. Don’t be intimidated by the argument that using “must” will lead to a lawsuit. Many agencies already use the word “must” to convey obligations. The U.S. Courts are eliminating “shall” in favor of “must” in their Rules of Procedure…
Instead of using “shall,” use: “must” for an obligation,“must not” for a prohibition,“may” for a discretionary action, and “should” for a recommendation.
Another recognition of the trend away from “shall” in government regulations is found in the Federal Aviation Administration .
Nearly every jurisdiction has held that the word “shall” is confusing because it can also mean “may, will, or must.” Legal reference books like the Federal Rules of Civil Procedure no longer use the word “shall.” 6
If we want to create officers or committees in bylaws, why say “there shall be four officers in this society” instead of just stating “there are four officers in this society”?
Since “shall” can be ambiguous, this author suggests the RONR author team review the use of “shall” in RONR (12th ed.) 56, and that we parliamentarians strive for more precise language as we advise our clients in drafting bylaws. NP
1 Webster’s New World Dictionary of American English, Third College Edition, 1991, Simon & Schuster
4 . Executive Office of the President, OMB, Memorandum M-11-15, par . B 2, April 13, 2011 https://obamawhitehouse archives gov/sites/default/files/ omb/memoranda/2011/m11-15 pdf, accessed 8/5/2020
5 https://plainlanguage gov/media/FederalPLGuidelines pdf , May 2011, accessed 4/30/2024 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 .
Ohio’s NAP Membership Pathway
By William S . Lavezzi, PRP
The needs of aspiring and established parliamentarians aren’t exactly the same . Established parliamentarians need and enjoy workshops that go beyond the needs of the membership exam, while aspiring parliamentarians need to qualify for NAP membership . As NAP members, they will have access to more opportunities to develop their knowledge and skills .
With that in mind, the Ohio Association of Parliamentarians (OAP) ran a pilot program last summer aimed at increasing NAP membership . Dubbed “Ohio’s NAP Membership Pathway,” the program was well-received, and we offered a revised version this past winter .
Our program focuses specifically on passing the NAP RONR in Brief Membership Exam, prioritizing the concepts and practice questions provided in NAP’s Study Guide . All of RONR in Brief is useful, of course, but the eleven chapters making up the first half of the book provide the material for the membership exam . We analyzed those chapters and the Study Guide practice questions to produce the chart at the bottom of the page
that
among the desired number of lessons .
• We settled on one hour for each week’s lesson and an optional
eight weeks . We divided the content among six lessons and scheduled distinct introductory and concluding sessions .
• For “version 2 .0” we reallocated the material, merged the introduction and conclusion into the first and last lessons, and shortened the course into six weeks . This appeared to sustain energy and momentum better .
• The same content could be allocated to other numbers of lessons of different lengths . We relied on learners to be responsible for their own learning .
• We provided the content plan in advance so that learners could prepare .
• Learners read the scheduled RONR in Brief chapter(s) before each lesson .
• Learners answered and checked the practice questions individually during a recess in the class . Lesson design and planning required thoughtful use of people’s time . Using OAP’s Zoom account, we welcomed residents of six states . Since scheduling all sessions for the same time each week would have excluded some participants, we rotated sessions among Tuesdays, Wednesdays, and
variations would be necessary, we planned the following schedule for each session’s hour:
• 5 minutes Q&A from the previous lesson or its video;
• 35 minutes focusing on concepts (pages 3-8 in the Study Guide);
• 10 minutes recess for self-test and checking (pages 11-25 in the Study Guide); and
• 10 minutes for discussion of answers, emphasizing the “why” of each .
Between the two sets of lessons, over 80 learners have taken part in Ohio’s Pathway to NAP Membership . Not all participants have taken the membership test yet . Some participants told us they value the parliamentary discussion irrespective of their membership plans . The main characteristics of this approach are:
• to concentrate on what is needed for the membership test;
• to divide the material among the lessons to be offered;
• to let the learners proceed independently with reading the material and practicing; and
• to provide credentialed parliamentarians for support and explanation .
• exposure to a variety of teaching styles; and
• the availability of credentialed parliamentarians to answer real-world questions arising from each week’s content . Ohio’s Pathway to NAP Membership offers ideas about how to qualify credentialed parliamentarians
illiam s. Lavezzi, PrP, is Membership Chair of the Ohio Association of Parliamentarians and President of Ohio’s North Coast Unit He became a PRP after careers as a teacher, union leader, and nonprofit executive learning community;
The project was made possible by the support of the Ohio Association of Parliamentarians and the talents of its session leaders: Ann Bauer, RP-R; Byron Baxter, PRP; Jackie Compton Bunch, PRP; Bill Lavezzi, PRP; Nancy Terpening, PRP; and Barbara Whitaker, PRP. NP
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Bylaw Calamities
By Tannis F Nelson, PRP
“There’s
only one calamity: ignorance. And there is only one solution: enlightenment.”
— Jaggi Vasudev
By joining the National Association of Parliamentarians (NAP) we have taken the first steps in avoiding the calamity of ignorance as we continue on our journey to become enlightened, educated, if you will, in all things parliamentary . Bylaws are one of the major governing documents of an organization . If they contain ambiguities, or errors, or omit something vital to the organization, it can lead to misunderstandings, chaotic meetings, and possible calamities . This article will highlight some of the errors and omissions you may have seen in bylaws and why it’s important to amend the bylaws to correct those items .
useful tool
One of our most useful tools is the proviso . Webster’s II New Riverside University Dictionary defines proviso as a clause containing a qualification, condition, or restriction in a document. Robert’s Rules of Order Newly Revised, 12th Edition (RONR) mentions
provisos only five times, including once in the tinted pages . Although there can be an incidental motion to create a proviso, the proviso is most often used to delay action on an amendment to the bylaws, essentially, when the amended bylaw will actually become effective .
Often, one of the most frequent errors in using a proviso is its placement within the bylaws . RONR, Section 57 states: “It is a mistake to encumber the bylaws themselves with provisions which have effect for only a limited time.” For example, the revision of an organization’s bylaws states that there shall be 15 members of the hospitality team who shall serve for three-year terms, and one-third of the team shall be elected each year . After serving a three-year term a member may not be elected to the committee for three years . Unfortunately, the bylaws do not address how to elect the members of the hospitality team so that one-third of the team can be elected each year .
This is when a proviso can be of help in setting up a rotation of members . The proviso should be on a separate sheet, not attached to the bylaws or written within the document . A proviso titled “Provisions Relating to Transition” may state, for an example: In 2025 the Nominating Committee shall recommend a total of 15 individuals to serve as members of the Hospitality Team . Five members shall be elected to serve for one year, five members will be elected to serve for two years and five members will be elected to serve for three years . In 2026 and annually thereafter the organization shall elect individuals to serve for a period of three years or until the election of their successor . This in accordance with RONR: 57:15, “Such provisions can be numbered and attached to the revision draft on a separate sheet headed ‘Provisions Relating to Transition.’” If you currently have a proviso within your organization’s bylaws that has been fulfilled then you will want to follow your organization’s requirements for proposing an amendment, and recommend an amendment to strike the proviso as soon as possible . RONR 2:9 provides a list of the typical articles found in the bylaws of the average unincorporated organization: “(1) Name of the organization; (2) its Object; (3) Members; (4) Officers; (5) Meetings; (6) Executive Board (if needed); (7) Committees; (8) Parliamentary Authority;
(9) Amendment of Bylaws.” While this list provides the basic outline of articles for the bylaws, one should try to also follow the content and composition of bylaws as provided in RONR, Section 56 .
what to Include
A new organization may not be certain as to some of the specific items they should include in their bylaws such as membership dues . Members drafting the bylaws may decide to leave the amount of membership dues blank and indicate in parenthesis that the amount will be determined at the organization’s first official meeting . However, if there’s a blank in the bylaws one must follow the adopted procedure for amending the document, provide notice and propose the amount of membership dues as an amendment to fill in the blank, not just vote at a regular meeting of the organization to fill in the blank . Occasionally, organizations place an item contrary to RONR such as: The Nominating Committee shall present a slate of nominees to fill each office, there shall not be any nominations from the floor and the slate shall be elected by acclamation . Although this procedure deviates from RONR, it must be followed until it’s amended . Another example contrary to RONR’s recommendation is using a percentage rather than a whole number for a quorum . Membership can easily increase and
decrease, sometimes daily; therefore, it’s best to state a whole number rather than a percentage of members to constitute a quorum .
RONR does not allow for proxy voting . RONR 45:2 states “An individual member’s right to vote may not be transferred to another person (for example, by the use of proxies).”
However, many Home Owner Associations (HOA) who have RONR as their parliamentary authority also have an article in their bylaws allowing or voting by proxy . This typically occurs when the drafter of the bylaws at the developer stage does not know how many members there will be at the conclusion of the development . Of course, at any time once the HOA has a membership that meets the stated quorum, the bylaws can be amended to reflect a numerical quorum rather than a percentage of members as the quorum .
things to Consider
Although your organization may have RONR as its parliamentary authority, your state’s statutes may provide for voting by proxy . In that case, according to Henry W . Jones, Esquire, a member of the North Carolina Association of Parliamentarians, if
you do not desire to vote by proxy or allow for absentee voting then it’s probably very wise to state specifically no absentee or proxy voting in your bylaws .
We can become mired in the governing documents of organizations, and while a parliamentarian may assist in interpreting the bylaws, RONR 56:68 is very clear: “Each society decides for itself the meaning of its bylaws.” However, RONR also states in the same Section: “An ambiguity must exist before there’s any occasion for interpretation.” Therefore, as parliamentarians we must exercise caution and ensure there is an ambiguity before advising the organization to decide the interpretation of their bylaws .
As we study parliamentary law and procedure, participate in units and associations, and also pursue credentialing with NAP, we will probably make some mistakes and may even have a few calamities . However, calamities can often provide valued learning experiences . As we continue on our parliamentary journey, it’s encouraging to recall the words of Ralph Waldo Emerson: “Every calamity is a spur and a valuable hint . ” NP
tannis F. Nelson, PrP, is the Past President of the North Carolina Association of Parliamentarians and a founding member of the Tar Heel Electronic Unit She has served on a number of NAP Standing Committees; including the Professional Standards and Member Discipline Committee, the Membership Examiners Committee and is a current member of NAP’s Bylaws Committee . She serves as a parliamentarian to a number of local, state, national, and international organizations
BLuNDER #1
WHAT ’S WRONG?
By Josh Martin, PRP
Can you spot the parliamentary blunders in the following stories?
During a November meeting of a condominium association, a motion was made to change the pet policy in the building . After some discussion, a member called for a Division of a Question, proposing to separate the motion into two parts: one addressing the pet size limit and the other addressing the types of pets allowed . The chair, agreeing with the idea, proceeded to treat the motion as divided without formally putting the motion to divide to a vote . The two parts were then debated and voted on separately . Where was the blunder?
BLuNDER #2
In a March meeting of a college alumni association, the first item on the agenda was the election of new officers . After the nominees were introduced, a member moved to close nominations . The chair proceeded to take the vote on the motion to close nominations, which was adopted by a 2/3 vote . The election then proceeded, and the new officers were elected . Where was the blunder?
BLuNDER #3
During an April meeting of a local nonprofit organization, a motion was made to amend the bylaws to allow electronic voting in board meetings, with no previous notice having been given . The chair, considering the amendment to be urgent, decided to hold an immediate vote without following the bylaw provision requiring a two-week notice for such amendments . The motion to amend the bylaws was adopted . Where was the blunder?
Answers are on page 39.
Josh Martin, PrP, is currently NP Assistant Editor . He joined NAP in 2009 and received the RP and PRP credentials in 2010 and 2011, respectively Josh is also the current Treasurer and a past President and Vice President of the Minnesota State Association of Parliamentarians He is a former member of the NAP Bylaws Committee and served as Technical Editor for the third and fourth editions of Robert’s Rules of Order for Dummies by Alan Jennings, PRP
2024 Training Conference
September 5-8, 2024 • San
Antonio, Texas
Let’s Reason, Learn, and Play Together
All at the 2024 NAP Training Conference in San Antonio, TX
Come experience the NAP Training Conference in San Antonio, Texas, September 5-8, 2024 Join parliamentarians from across the U .S . and Canada to learn, connect, and relax along the beautiful River Walk . Choose from more than 30 educational sessions and practice labs to strengthen your parliamentary skills . Forge new friendships and nurture old ones . Top it off by exploring San Antonio, a city that offers rich history, culture, and local cuisine to appreciate and enjoy . Plan to come early or stay late—there is so much to see and do! Check out https://www .visitsanantonio .com/ for ideas .
2024 Training Conference
sCH e D u L e at a G L a NC e
September 5-8, 2024 San Antonio, Texas
2024 PRE-CONFERENCE EVENTS
PrP CertIFICatION exaM & reNewaL
Separate registration required through the NAP Portal Events
PrP CertIFICatION exaM
Tuesday, September 3, 2024 – 8:00 a .m .-5:00 p .m .
Wednesday, September 4, 2024 – 8:00 a .m .-5:00 p .m .
2024 CONFERENCE SCHEDULE
Schedule subject to change.
See https://napuniversity.com/courses/66428 for the latest information.
* Separate registration required.
thursday, september 5, 2024
8:00 a .m .-6:00 p .m . – Registration & Bookstore Open
10:00 a m -11:00 a m – Board of Directors Meeting
11:45 a .m .-1:00 p .m . – Lunch: Celebrating Our Members
1:15 p .m .-2:30 p .m . – First Timers Orientation
3:00 p m -4:30 p m – Opening: Annual Meeting
6:00 p .m .-8:00 p .m . – Welcome Reception at Maverick Distilling
Friday, september 6, 2024
7:30 a .m .-9:00 a .m . – Buffet Breakfast
8:00 a m -5:00 p m – Registration & Bookstore Open
9:00 a m -10:15 a m – Workshops
10:30 a .m .-11:45 a .m . – Workshops
12:00 p m -1:45 p m – Lunch: Update from the Commission on Credentialing
2:00 p m -3:15 p m – Workshops
3:30 p .m .-4:45 p .m . – Workshops
5:00 p .m .-6:00 p .m . – NAPEF Annual Meeting
6:15 p m -9:30 p m – District Meetings
saturday, september 7, 2024
7:30 a .m .-9:00 a .m . – Buffet Breakfast
8:00 a m -5:00 p m – Registration & Bookstore Open
9:00 a .m .-10:15 a .m . – Workshops
10:30 a .m .-11:45 a .m . – Workshops
12:00 p m -1:30 p m – Lunch: Legal Issues (Legal Advisor Daniel Ivey-Soto, PRP)
1:45 p .m .-3:00 p .m . – Workshops
3:15 p .m .-4:30 p .m . – Free time to explore San Antonio
5:30 p m -8:30 p m – NAPEF Fundraiser–River Walk Cruise and Dinner at Casa Rio (Ticketed event, pre-registration required)*
sunday, september 8, 2024
7:30 a .m .-9:00 a .m . – Buffet Breakfast
8:15 a m -9:00 a m – Interfaith Service
9:30 a .m .-10:45 a .m . – Plenary Session: When Parliamentarians Should and Should Not Advise Clients About the Application of Procedural Law (Thomas “Burke” Balch, PRP)
11:00 a .m .-11:30 a .m . – Closing Ceremony
2024 Training Conference
Learn Together.
September 5-8, 2024
San Antonio, Texas
Workshops at 2024 National Training Conference
This year’s lineup of workshops and practice labs offers great options for all experience levels, regardless of whether they are credentialed Most sessions and labs are approved for continuing education units (CEUs) Credentialed members may earn up to 12 CEUs for the live event and 1 25 CEUs for each additional recording viewed
Friday, september 6, 2024
You Dirty rats, You Didn’t ratify that?
Charles Bass, PRP
This workshop will explore the motion to adopt and the motion to ratify as presented in RONR 10:52-10:57, as well as how the motion to ratify may be amended
RONR Crisis Management
John Berg, PRP
Most of us have witnessed meetings and even entire organizations spiral into chaos In this workshop, participants will submit actual examples in advance to the presenter Specific examples will be selected and analyzed by the participants in the workshop, discussing exactly what went wrong, how it occurred, what could have been done to prevent it from happening, and finally, how the situation can be corrected The proper use of RONR, as the distillation of over 125 years of best practices in running meetings and organizations will be emphasized Participants may submit examples of chaotic meetings by emailing NTC2024@jb70 net
Professional Business writing Lab for Parliamentarians
Robert Blair, PRP
This session will provide an overview of professional business writing including hands-on writing, activities (individual and group) that will assist parliamentarians to better meet the needs of their clients and help better prepare those planning to pursue the RP credential . In-session feedback will be provided This workshop is in-person only and is limited to the first 30 participants
the Parliamentarian Heretic
Steven Bolen, PRP
Is our standard approach to teaching Robert’s the best method when considering a more general audience? The Rules aim to “help, not hinder, the business of the assembly .” It isn’t enough that the chair and the parliamentarian know the rules, but the knowledge must be spread across the body and our teaching programs should reflect that need Improve your organization’s effectiveness, not by training a bunch of parliamentarians but by providing the necessary knowledge to a wider audience in a way and format that the person who thinks about parliamentary procedure just once a month will use
This list is subject to change . Please check https://napuniversity.com/courses/66428 for an updated listing .
Consensus Decision vs. Deliberation by RONR
Lorenzo Cuesta, PRP
There are many reasons that are given by some associations when justifying the reasoning for not following RONR In this workshop we will illustrate the most common alternate method promoted by those who seek to avoid RONR The most common method that detractors follow is the Consensus Decision Method
spilling the tea on Building Your Business
Tamara Dunning, PRP
What do you need to know to truly serve a client? In this workshop we will talk about how to build your business . Where to find clients, how to market, how to write a proposal, and how to bill . We will spill the tea and answer all your questions including how to build repeat business .
Help! My Body Has Fallen, and It Can’t Get up!
Kirby Glad, PRP
Many organizations need advice about problems that are not purely parliamentary, such as contentious meetings, acrimony, non-functioning committees, dueling parliamentarians, getting a quorum at meetings, or disciplinary complaints . While each of these have a parliamentary component, that is not always a complete solution . What guidance can we take from fundamental parliamentary law on these matters? What are some resources beyond the book of knowledge for these tricky situations? And how should we, as parliamentarians, respond to questions about these problems?
Don’t take It Personally: understanding the appeal Process
Tamara Harris, PRP
The motion to Appeal (from the decision of the chair) serves as a crucial avenue for individuals to express dissent, address disputes, and ensure fair decision-making Contrary to common misconceptions, utilizing this motion does not amount to an attack on leadership; rather, it is a strategic tool designed to uphold the principles of democratic decision-making This interactive and informative workshop invites participants to explore the nuances of the motion to Appeal, both from the perspective of members seeking recourse and presiding officers tasked with maintaining order .
Pitfalls in engagement agreements for Parliamentarians
Roger Hanshaw, PRP
A simple handshake and head nod is sufficient to tie down some parliamentary engagements . However, in other situations, it is useful to nail down details in a written agreement . Sometimes this is a quick one pager . Other times, a more detailed accounting of obligations may be required . This workshop will help participants understand how to develop legally sufficient agreements as well as how to gauge what type of agreement to use for various projects .
2024 Training Conference
the Disciplinary trial of Hetty Blocker: Did she Do It?
Andrea Hazzard, RP
The Parent Teacher Fundraising Organization (PTFO) was counting on Hetty Blocker, the famous baker, to provide delicious goods for the bake sale After being advanced money to purchase ingredients, Ms Blocker was a no-show at the bake sale and so were her goods The PTFO is convening for a disciplinary trial to determine her fate
Conflict
resolution Beyond RONR
Esther Heller, PRP
Parliamentary procedure provides a framework for civil discourse in a formal meeting Section 61 of RONR provides ways to deal with members who behave improperly in such meetings Sometimes, it is necessary to go beyond the formality of a meeting and deal with underlying issues to keep an organization running This interactive session will provide information on strategies for dealing with conflict
Pricing Practices for the Professional Parliamentarian
Jim Jones, PRP
Many professional parliamentarians are proficient at identifying the correct rule for clients . However, they are totally perplexed when it comes to understanding how to discuss their value with a client . This course will look at some of the strategies and techniques related to smart pricing . It will examine what factors impact appropriate pricing as well as how to implement successful tips and tools to reduce the awkwardness related to pricing discussions .
September 5-8, 2024
San Antonio, Texas
Can I amend that? understanding the settled rule
Susan Eads Role, PRP
Recalling and explaining the numerous rules applicable to primary and secondary amendments during the amendment process can be challenging . In the context of the three basic forms of amendment and their variations, this workshop will examine the principle known as the “Settled Rule” and assist you with its application .
Harmonizing Meetings: the artful Dance of Parliamentary Procedure, and Conflict resolution
Marsha Thornton, PRP
Conflict is inevitable in any organization . Parliamentary procedure is sometimes viewed as a formal way to manage and resolve conflict This workshop is designed to walk participants through the nexus of both disciplines and how knowledge of one can be used to support the other
Parli Business: the Business of Parliamentary Procedure
Fashika Willis-McClellan, PRP
Foundational principles and techniques for proficient, lucrative, and professional business practices . Focusing primarily on complying with local business legal requirements, developing a business plan, preparing business proposals, contracts, and invoices for professional services, and establishing a method of setting fees . Additional areas of emphasis include creating and maintaining a client acquisition strategy/pipeline, working with clients to solve problems and problem-solving strategies, designing and presenting effective and appealing educational programs/trainings, and exploring active and passive business opportunities .
This list is subject to change . Please check https://napuniversity.com/courses/66428 for an updated listing .
saturday, september 7, 2024
Presiding
at Dangerous
Gregory Carlson, PRP
Meetings
This advanced workshop will explore how a presiding officer should prepare for and run the most challenging meetings Using his experience as a professional presiding officer, the presenter will share several strategies for lowering the temperature, enforcing decorum, and helping members redirect their energy toward solving the problems facing the organization The workshop will teach hard and soft skills that a presiding officer should exercise while presiding The workshop will not be teaching the rules of motions, so attendees should have a familiarity with most rules of parliamentary procedure .
Considerations for
serving
Your Client
Ramona Hill, PRP
As professional parliamentarians, the processes and interactions we have with the client’s staff and leaders are an important part of maintaining client relationships and confidence This workshop will help participants consider strategies for providing client service that excels
I’m telling It all: role of tellers in an election
Twylah Jenkins, PRP
Tellers play an important role in the election of officers . This interactive workshop will provide participants the opportunity to enhance their understanding of the tellers’ duties and responsibilities in executing a ballot election, what should and should not be done in counting ballots, how to report results, and how to archive ballots .
everything was Going so well, or was It? (second Guesses and second Chances)
Lucy Johnson, PRP
For most of our meetings as parliamentarians, we are prepared, and we have made sure the client is too; all goes well . But what about those other meetings: an unexpected vote or last-minute change to the agenda or rules or a sudden uprising of the assembly? Is the advice to the chair 100% correct? Maybe not? Then what? Have you ever experienced leaving a meeting and second guessing yourself? Would there have been a better way to answer the question? Was the advice given properly? Just as parliamentarians all have opinions, we also have our own way of doing things . Is there more than one way to be right? The presenter will engage the audience with scenarios that lead to examining our actions .
what are the Connections?
Incidental Motions vs. Incidental Main Motions
Cynthia Mayo, PRP; Margie Booker, PRP Incidental motions and incidental main motions are distinct motions with specific characteristics . Many people have asked for more specific information that distinguishes the differences . This workshop will provide an evaluation of Incidental Motions and Incidental Main Motions, where participants will be engaged in providing specific criteria for each motion and identifying examples of each type of motion, given specific criteria, examples, meeting scripts, and case studies .
2024 Training Conference
ethical Considerations for Practicing Parliamentarians
Helen McFadden, PRP
All NAP and AIP members are expected to have a basic understanding of the Joint Code of Professional Responsibility This responsibility is even higher for practicing parliamentarians who are providing service to the public and clients This workshop examines the role and impact of ethics in the real world Participants will discuss advanced scenarios and see how the code attempts to provide guidance when operating in the gray areas
the 3rs or Maybe the 3Cs?
David Mezzera, PRP
There are 110 main headings in the 12th Edition Index that begin with the letter “C ” This workshop will cull out a dozen of those terms that a presiding officer should be deeply knowledgeable of and able to use with facility while running a meeting The chosen will not be run-of-the-mill, everyday, usual terms needed to run a typical meeting Instead, they will be a bit off-the-wall, some infrequently used, and a few uncommon meeting procedures that nonetheless, a skilled presiding officer should be keenly aware of when certain situations might arise that deal with those situations .
September 5-8, 2024
San Antonio, Texas
exploring ethics: Professional responsibility workshop
Jennifer Nickel, RP
A series of hypothetical ethical dilemmas will be presented to participants for guided discussion Participants will share views on the policies, tools, and practices, to best resolve these dilemmas in accordance with the Code of Professional Responsibility and Body of Knowledge for the Standards of Parliamentary Consultants the secretary’s snags and snafus
Carol Prahinski, RP
As with any officer, aspects of the secretary position can cause difficulties After interviewing more than 10 current and past NAP secretaries, we identify persistently common and sometimes uncommon snafus and produce alternatives to unsnag the secretary and their organization
Better safe than sorry: writing Custom rules to address Contingencies
Dan Seabold, PRP
A rogue board, a dead-locked election, a president incapacitated by stroke— organizations face many risks, and they rely on parliamentarians to help them mitigate those risks . Let’s explore a few different scenarios and see what custom rules we can draft to protect an organization from its worst fears
This list is subject to change . Please check https://napuniversity.com/courses/66428 for an updated listing .
Proxies: Parliamentarian in Peril?
Miriam Simmons, PRP; David Whitaker, PRP
All parliamentarians should be prepared for proxy voting Some states require the use of proxies in homeowner associations, for example Other types of organizations may want to use proxy voting, as well What does the parliamentarian need to understand about proxy voting? What is the impact of proxies on members’ rights? Can this help or hurt an organization? What do the governing documents say about the form of proxies, notice requirements, and limitations of use? RONR has very little information on proxies and the reasons for that will be examined, so we will include other authorities for further understanding of proxies .
You’re treasurer—Now what?
Lewis Vetter, PRP
The participant will learn the fiduciary duty of the treasurer, as well as the fiduciary duties of the board of directors and members The presentation covers the custody and management of funds, collection of dues and distribution of monies, periodic and annual reporting, the role of an audit and audit committee, and the treasurer’s responsibilities of finance and budget It addresses the practical issues faced by an incoming treasurer and how to address them
sunday, september 8, 2024
when Parliamentarians should and should Not advise Clients about the application of Procedural Law
Thomas “Burke” Balch, PRP
Parliamentarians who are not lawyers may not engage in the “unauthorized practice of law,” but neither may they give advice which violates the law— such as advise that a motion is adopted which receives the majority of the votes cast but less than a majority of those present when a statute applicable to an assembly requires the latter How can parliamentarians appropriately balance both responsibilities? This presentation will suggest a defensible approach to dealing with cases in which procedural law and parliamentary practice interact
2024 Training Conference
Where to Stay
September 5-8, 2024
San Antonio, Texas
The historic Hilton Palacio del rio is the site of this year’s conference . Located on the San Antonio River Walk, the hotel offers several dining options including a café, sports bar featuring South-Texas cuisine, and an Irish pub .
room rates start at $149 (plus taxes) for single and double occupancy
Reserve online through NAP University or over the phone by calling 210.270.0751
Be sure to say you are with the National Association of Parliamentarians 2024 NTC to receive the discounted rates!
Rates are effective Saturday, August 31, through Sunday, September 8 . the reservation deadline is tuesday, august 6, 2024.
Hilton
Palacio del rio
200 S . Alamo St . • San Antonio, TX 78205
Practice makes perfect!
Learning Labs Offer Hands-on Experience
Practice your skills in the Parliamentary Learning Labs Back by popular demand, these labs provide a safe space for members to practice presiding and serving as a parliamentarian and receive constructive feedback from experienced parliamentarians . New this year is the Professional Responsibility lab These labs are available only to in-person attendees and seating is limited, so register for them early . There is an additional $25 registration fee for each session, which will be refunded upon verification of participation . Also check out the session Professional Business Writing Lab on Friday. First-come, first-served seating will be limited to 30.
5-8, 2024
To register, go to the NAP Portal and select the NTC image featured at the bottom of the page You may also register by phone
I N -Pers ON Registration and Activity Fees
(July 2-August 24)
August 24)
V I rtua L
(July 2-August 24)
(after August 24)
CONFereNCe
(July 2-August 24)
August 24)
aDDItIONaL Fees
NAPEF River Walk Cruise and Dinner at Casa Rio
(Includes $40 donation to NAPEF) Nonrefundable
C a NC e LL at ION POLICY
Requests for refunds must be received in writing by NAP Headquarters no later than august 24, 2024 A $75 cancellation fee will apply No refunds will be issued for no-shows or cancellations received after August 24, 2024 A $30 handling fee will be assessed for all returned checks .
PHOtOGraPHY
POLICY
By registering for this event, you are agreeing to allow NAP and its associations and units to use your photo and video footage, likeness, and name for NAP promotional purposes . You may opt out of being photographed by notifying NAP in writing at hq@nap2 org at least one day prior to the event opening Photos taken of large groups (such as workshop audiences) are excepted from this exclusion .
&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 . 85, No . 1, Fall 2023, p . 30 . Questions should be emailed to npquestions@nap2.org.
Must a motion to go into executive session be held in executive session?
QQuESTION:
Our organization uses Robert’s Rules of Order Newly Revised (12th ed.). We do not have any rules or established customs on executive sessions. We are a board that will be regularly going into executive sessions during our meetings for the purpose of discussing sensitive matters. Typically, we allow staff and non-board members to attend our meetings. We would like non-board members to be able to observe the outcome of the votes or to read about them in the minutes of the board meeting, which is a right of every member under our organization’s rules. However, we would not like them to be present during the discussion portion of the meeting, as we believe that a more productive discussion can be held with only board members present in a confidential discussion when board members can speak their minds without concern about misperceptions by a wider audience not fully familiar with board business. We were told by a staff member that we can only make the motion to deal with sensitive matters in executive session and we must consider and vote within executive session. If we are not already in executive session for another reason, we would automatically have to go into executive session at least for the consideration of the motion. Is this true?
OPINION:
Your staff member is not correct . Under Robert’s Rules of Order Newly Revised (12th ed .), “a meeting enters into executive session only when
&Questions Answers
continued
required by rule or established custom, or upon the adoption of a motion to do so . ” RONR (12th ed .) 9:24 . A motion to go into executive session is a question of the privileges of the assembly . RONR (12th ed .) 19:7 . Another question of privilege is to exclude all non-members from the meeting room for a closed session . RONR (12th ed .) 9:25, 61:6-7 . Both of these require a majority vote . RONR (12th ed .) 19:6 . However, when non-members are only removed from the place of the meeting, there is no obligation for the board members who are attending to keep any information or discussion during this period secret . RONR (12th ed .) 9:25 . On the other hand, when a body goes into executive session, attending members would be kept from disclosing information, with a few exceptions . RONR (12th ed .) 9:26–27 . Because this board would like to keep its members from divulging any discussion, it would be best to go into an executive session . Unless there is a specific rule determining which subject must (or may not) be discussed in executive session, it is the board’s decision, within its own discretion, which subjects warrant going into executive session .
One of the unique characteristics of Raise a Question of Privilege is that the motion can be made even when a main motion is still pending . RONR (12th ed .) 19:3 . Therefore, it would be possible to go into an executive session after the motion is made, before or during discussion of the motion . A question of privilege can also be raised when no other business is pending as an incidental main motion . RONR (12th ed .) 10:4 (2) . The motion to go out of executive session would also have the same characteristics . Thus, if the vote is not a sensitive matter, the body can move and vote on going out of executive session before the vote on the main motion and before the organization enters into executive session . In most organizations, the results of actions taken in executive sessions may only be divulged to the extent necessary to carry out the action, RONR (12th ed .) 9:26, and the minutes would have to be kept separately from public meeting minutes, in a location where their secrecy could be maintained . RONR (12th ed .) 9:27 . In this organization, there is a specific rule that requires disclosure of executive session actions taken and minutes, which would supersede the standard practice as stated in RONR (12th ed .) . Nevertheless, the discussions of the board members would remain secret to those participating unless the board passed a motion to lift the secrecy of the executive session discussions . RONR (12th ed .) 9:26 .
&Questions Answers
What to do if a required election is not conducted?
QQuESTION:
A nonprofit organization that I am a member of did not hold the required election for a vacant director position on the board of directors during the annual meeting this past year. Robert’s Rules of Order Newly Revised (12th ed.) is our parliamentary authority. The bylaws are silent on what happens if an election is not held. The board of directors has the power to fill vacancies under our bylaws. The board of directors has indicated that they are going to appoint a person to the vacant director position. Can they do that?
ANSWER:
The failure to hold an election should be treated as an incomplete election . RONR (12th ed .) 46:45 . “If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill . ” RONR (12th ed .) 46:45 . And, if there was no incumbent in that position, then there would be a temporary vacancy for the “holdover” term that would otherwise be held by an incumbent under an “and until” or “or until” term . RONR (12th ed .) 56:27–30, 62:16 . “Once the election is completed, however, the person elected replaces anyone who filled the vacancy . ” RONR (12th ed .) 46:45 .
The overriding principal is that “failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect an officer of its choice . ” RONR (12th ed .) 46:45 . This language in the 12th edition clarifies and emphasizes that the membership has the right to elect their officers, and that cannot be frustrated by a failure of the officers to properly schedule elections . In contrast, the language in RONR (11th ed .) concerning an incomplete election was less clear, and simply stated, “If an assembly wishes to adjourn when an election is incomplete, an adjourned meeting should be provided for . If such an adjourned meeting is not provided for and the organization will hold another regular business session before a quarterly time interval has elapsed, the election is completed at the next regular meeting” (internal citations omitted) . RONR (11th ed .) p . 444 .
Whether or not your board is empowered to fill the vacancy temporarily depends on your bylaws . As your bylaws explicitly give the board of directors the authority to fill vacancies, then the board appointing someone to fill the
&Questions Answers
vacancy temporarily would be appropriate . In addition, if your bylaws give your executive board full authority to conduct the affairs of your nonprofit organization between annual meetings, then your executive board is “empowered to accept resignations and fill vacancies between meetings of the society’s assembly . ” RONR (12th ed .) 47:57 . In that case, someone can be appointed by the board to temporarily fill the holdover vacancy . However, the board must give notice to the membership of the nonprofit organization that they are filling the vacancy (even temporarily) . RONR (12th ed .) 47:58 . If there was an incumbent director in the position and the bylaws included the language that a director’s term of office was a certain period “and until their successor is elected,” there would be no vacancy at all . RONR (12th ed .) 56:30 . The incumbent director would simply continue in the position during the holdover period until a successor is eventually elected . In short, your nonprofit organization should schedule an election for the director position as soon as possible . If the members meet infrequently, a special meeting may need to be called, perhaps virtually if the bylaws or local law allows . Or, if the bylaws allow for mail balloting for elections, that method could be used as an alternative . In the interim, the board can fill the temporary holdover vacancy as the board has that authority under the bylaws . However, whoever fills that vacancy will be a temporary occupant of that director position and will be replaced automatically by whoever is elected at the special election to complete the incomplete election .
Is the “time of the meeting” in the meeting notice the time span noticed or just the start time?
QQuESTION:
Our organization holds its regular meetings on a pre-arranged schedule, as prescribed by Robert’s Rules of Order Newly Revised (12th ed.) 9:2. Our bylaws have the standard meeting notice requirement for regular meetings, “The secretary shall notify the members at least one month in advance of the time, date, and place of each meeting.” Our organization uses RONR (12th ed.) as its parliamentary authority. Our organization is large and has members all over the united States and Canada. So, most members fly to meetings and arranging for flight times is a significant issue. For many years, our meeting notices have provided a time span for the meeting based on the estimated time that the meeting will need. The most recent meeting notice gave the time as “9:00 a.m. to 1:00 p.m.” At the last
&Questions Answers
continued
meeting, we voted to adopt an agenda that exceeded the 1:00 p.m. closing time. We could not get through the full agenda by 1:00 p.m., so we voted by a two-thirds vote to continue the meeting for another hour, as allowed by RONR (12th ed.) 41:67. Some of the members in the minority protested that they had planes scheduled to leave and they could not stay any longer without disrupting their travel schedules. Several left anyway and now are disputing the validity of any business done during the extension. They cite RONR (12th ed.) 25:10, regarding rules protecting absentees, saying that the notice informed them of the end time of the meeting, and made their plans accordingly. So, they were absent from the meeting when it adopted several controversial motions in the last hour. Who is right?
ANSWER:
Based on the common usage in RONR, the meeting extension was properly voted on and the additional business completed during that time was valid . RONR (12th ed .) 1:7, 9:17 does not discuss the meaning of “time of the meeting” in the context of meeting notices, often called “calls” of the meeting . RONR (12th ed .) 9:2 . The most relevant definition of “time” in the Merriam-Webster Collegiate Dictionary (11th ed .) is “an appointed, fixed, or customary moment or hour for something to happen, begin, or end . ”
Often, the word “hour” is used instead of “time” in this context, without any apparent difference in meaning . For examples, see: RONR (12th ed .) 2:23 (“An example of [a standing rule] might be one setting the hour at which meetings are to begin… . ”); 6:12 (5) (“The assembly…may wish to fix a date and hour [for a continued meeting]”; 9:1–2; 22:6 (6); and 38:6 (2) . “Hour,” when used in RONR, generally means “a specific time,” as opposed to a span of time, and not exactly “on the hour,” but any specified time . It has essentially the same meaning as the Merriam-Webster definition for “time” quoted above . See, e .g ., 41:56-59 .
Thus, as used in RONR in the context of setting times for a meeting and for matters that come up in a meeting, the terms “time” and “hour” generally mean a specific time and not a span of time . We can also observe from usage that, when used without qualification, “time” of a meeting means “the time that the meeting starts . ” RONR (12th ed) 48:4 (3) states that minutes should include, in the introductory sentences before the meeting business, “the date and time of the meeting, and the place . ” Contrast this usage with RONR (12th ed) 48:4 (12) (“the hour of adjournment”) . In other words, it is a convention of usage that “time” or “hour” of a meeting, unqualified, means
&Questions Answers
“the time that the meeting starts . ” A time for adjournment, or for handling of specific business, must be stated specifically, or be clear from the context . Review of alternative authorities, e .g ., Demeter, AIPSC, Riddick, and Keesey, shows that the terms are used similarly in those books . “Other parliamentary authorities may be persuasive, but they are not binding on the body . ” RONR (12th ed .) 2:18 .
In addition, the fact that “hour of the meeting” and “time of the meeting” are virtually interchangeable in usage indicates that one specific time is intended . “Time” can mean a span of time, but “hour” in the singular as used in RONR virtually always means a specific time . The bylaws of your organization, and most rules regard call (or notice) of a meeting as the legal time at which the meeting will be convened . If the bylaw in question was intended to mean the beginning and end time of the meeting, it would need to say that specifically, rather than simply require that the secretary provide notice of the “time, date and place… . ” For example, if the bylaw in question required that the secretary provide notice of the “hours of the meeting, the date, and place…” or “the starting and ending time of the meeting, the date, and the place…,” then the bylaw would require that the beginning and ending time of the meeting be in the notice . The argument about protection of absentees would have more weight because the notice would create a bylaws-based expectation as to the meeting end time .
In this case, however, the provisions prohibiting suspension of the rules protecting absentees, RONR (12th ed .) 25:10, do not apply . The members in question were present at the meeting and were able to participate in the vote on whether to extend the meeting time . They could have chosen to rearrange their flight plans, although possibly at some cost in time and money . They were able to weigh the costs and determine whether it was worth their stay or not, based on the business to be addressed .
This question uncovers a potential ambiguity in the use of the word “time” in this bylaw provision, in that it is interpreted differently by different members . Nevertheless, the consistent use of the terms “time” and “meeting” regarding the call of meetings, from a thorough review of the materials, demonstrates that they mean the start time for the meeting . Therefore, to anyone familiar with parliamentary usage, the meaning is clear and interpretation of the term by the organization itself should not be necessary . RONR (12th ed .) 56:68 (1) . The end time stated in your organization’s
&Questions Answers
continued
standard notices is simply for informational purposes, much like a proposed agenda attached to the meeting notice .
This interpretation of the bylaws by the body was, at any rate, implicit when they voted by a two-thirds vote to continue the meeting over protests . If members of this organization want to insulate themselves from further similar challenges, they could amend the bylaws to be more specific about required meeting notices stating only the start time for the meeting . But in this opinion, that change would be for clarification only and not actually effect any substantive change .
ANSWER #1
Questions & answers research team
Answer Key
what’s wrong? from page 20
The chair should have put the motion to divide the question to a vote . While the two parts of the question could stand alone, they were on related subjects, and therefore a majority vote was required to divide the question . See RONR (12th ed .) 27:3-11 .
ANSWER #2
The motion to close nominations, which is rarely necessary, is not in order until a reasonable opportunity has been given for members to make further nominations . See RONR (12th ed .) 31:4 .
ANSWER #3
Requirements for previous notice cannot be suspended, as the absentees do not consent to the suspension . See RONR (12th ed .) 25:10 .
Michael C Taliercio, PRP
Shannon Sun, PRP
Michael Malamut, PRP, Chair
Rachel Glanstein, PRP, Committee Advisor
C J Cavin, PRP, NAP Parliamentarian, Consultant
N ew re GI stere D P ar LI a M e N tar I a N s *
NAP congratulates the following individuals on becoming Registered Parliamentarians:
Jesse Sopko (AB)
sIL e N t GaV e L s*
Michelle Jones (BC)
Wendi Baggaley (ND)
NAP commemorates members who have passed from our midst; may they rest in peace:
Marshall Buckley (OH)
Carole Gloger (LA)
Mary Grant (EL)
New Me MB ers*
Carol Henselder (NY)
Patricia Kubistal (IL)
George Mervosh (PA)
Sylvia Rottman (CO)
Rosemary Seghatoleslami (NJ)
NAP welcomes the following individuals as new members:
Audrey Anderson (TX)
Cayce Anderson (TN)
Kai Andrews (MD)
Tanisha Artis (TX)
Ivory Bibbins (LA)
Reed Bilz (TX)
Eva Britton (ON)
Ann Johnson Brown (TX)
Charisa Burkhead (TX)
Andé Bushell-Foster (EL)
Michael Carroll (IL)
Kimberley Chambers (DE)
Kate Cushon (SK)
Alejandro de Ita Sanchez (MX)
Kelly DeTiege (LA)
Laura Doerre (TX)
Kimberly Dunn (FL)
Keyandra Ellis (TX)
Tracy Fick (AK)
Mamie Fields (DC)
Lucinda Hastings (TX)
Sophia Hawes-Tingey (UT)
Jon Henricks (HI)
Julianne Henry (OK)
Will Hickman (TX)
Melanie Hoskins (AR)
Elisabeth Jackson (WY)
Pamela Jackson (LA)
David Kingma (MI)
Shawn Lemieux (TX)
Larry Lyons (Europe)
Jill Mahar (OH)
Allison (Alli) May (NY)
Ashlee McGhee (TX)
Julie Mintz (MI)
Connie Page (LA)
Jacob Perry (HI)
Julie Robinson (AR)
Denea Smith (MS)
Wanda Smith (EL)
Dominick Spadaro (NC)
Theresa Thibodeau (NE)
Dan Thomas-Commins (MN)
Tamor Ursin (LA)
Carly Wells (OK)
Lyle Williams (WY)
Nicole Woods (TX)
Pamela Young (DE)
Shanique Young (EL)
thank you instructors!
A special thank you to the instructors of the aforementioned new members:
Jacquita Wright-Henderson
Jessica Christopher
Craig Arnold
William Puette
Kay Allison Crews
Amy Boswell
Donna Mitchell
Marsha Turner
* For the period March 15, 2024 through May 31, 2024
RiVERWALk
B OAT Ri DE AND Di NNER
september 7, 2024
5:30 p.m.-9:00 p.m.
What better way to wrap up the 2024 NAP Training Conference (NTC) than with a boat ride along the Riverwalk culminating in a classic Tex-Mex buffet dinner at the historic Casa Rio!
Sign up for the NAPEF Fundraiser when you register for the NAP Training Conference . Tickets are $130 and include the boat ride and dinner .
Join your fellow attendees to celebrate and reflect on all that you learned and discovered in San Antonio
It promises to be a fun, relaxing evening for all!
