National Parliamentarian (Vol.86, No. 1) by National Association of Parliamentarians

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Josh Martin, PRP

NP Review Committee

Ann Guiberson, PRP, Chair

Lynna Gene Cook, PRP

Kirk Overbey, PRP

Nancy Sylvester, PRP

Parliamentary Research Committee

Michael Malamut, PRP, Chair

Shannon Sun, PRP

Michael C. Taliercio, PRP

Rachel Glanstein, PRP, Committee Advisor

C.J. Cavin, PRP, NAP Parliamentarian/Consultant

Special Consultant

Ronald Dupart, PRP

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Submission Deadlines

Volume 86, No. 2 (Winter 2025) November 1, 2024

Volume 86, No. 3 (Spring 2025) ......................... February 1, 2025

Volume 86, No. 4 (Summer 2025) ..........................June 16, 2025

From the Editor

What does the National Parliamentarian magazine mean to you?

The National Parliamentarian (NP), for me, has been a huge resource in my life as a parliamentarian and organizational hound . When I studied for the RP and PRP, the NP was a source for literary analysis of parliamentary procedure . Writers for the NP always have focused on a singular topic exposing the pros and cons, sometimes landing on an answer, or sometimes just spotting issues . The Question and Answer (Q/A) column always hits a home run by answering a practical question which is geared towards the rudimentary mechanics of running an organization . The Q/A column formulates the why so that reasonable minds will not differ on the why .

As editor, I now always seek these kinds of articles: 1) topics that excite the reader, 2) analysis that is singularly focused on the title, and 3) information that all can understand and enjoy . Parliamentary procedure is exciting . The more you know, the more you can debate what you don’t know .

Some Housekeeping Notes

Lorenzo Cuesta, one of NP’s more prolific contributors, writes a request on behalf of the International Services Committee for member recruitment . (Please also read his article on parliamentary disorder .)

NAP Youth Liaison chair, Donna Mitchell, shares her work in increasing youth participation in NAP.

Lastly, please remember the NAP Professional Development Committee’s mentor-mentee program, chaired by Donna J . Thompson, PRP. Her email address is madprez1027@yahoo .com, should you need assistance studying or wish to volunteer to help someone .

All for now .

Traci Bransford-Marquis, PRP Editor, npeditor@nap2.org

Finding the Right Unit

“By improving yourself, the world is made better. Be not afraid of growing too slowly. Be afraid only of standing still.”

— Benjamin Franklin

The National Association of Parliamentarians provides many opportunities for education and personal growth, from meetings and events at the national to local level . Units are the most fundamental building block of the NAP experience . There are many satisfied members in units throughout NAP. Most of the time, a new member’s joining experience is positive, both from the perspective of the member and the unit . Keep that goodwill going forward!

Some units are known for outstanding programming . Some have near-perfect business meetings . Some have influential community leaders as members . Some excel in all these categories . In some parts of North America, members are fortunate in being able to choose one or more local units to further their personal development . If you are lucky enough to have this abundance, take advantage by visiting every unit and encouraging visits from other parliamentarians . You can find units on the website by going to parliamentarians.org, selecting Membership, then “Find a Unit in Your Area . ” Be sure to keep unit information updated so searchers have the most current information .

Members of NAP may be involved in a primary unit as well as any number of affiliate units . Credentialed members may choose to engage in a Registered Parliamentarians unit for advanced discussions (you may search for Registered Parliamentarians units in the “Find a Unit in Your Area” portion of the website) . There may not be a local unit near you (consult NAP Bylaws, Art . IV, § 5 for unit information), but there is an abundance of electronic meeting units available to any member with an internet connection .

We hope you participate in unit activities and find this a valuable use of your time and energy . Sometimes, however, there is a feeling that there could be a better fit, e .g ., a challenging meeting time or location . There will never be a time and place that works for all members and potential members . One solution is to attend electronic unit meetings . Most units, meeting electronically or in-person, are delighted to welcome NAP and prospective members as visitors . (As a courtesy, please do join as an affiliate if you plan to attend a unit’s meetings frequently .)

Sometimes, another source of discomfort in finding the right unit is the lack of quality programming . If your unit suffers from poor education, rather than complain or be inactive, offer creative solutions . By calling the officer in charge of educational programs or by making a suggestion in a meeting, you could volunteer to present a program on a topic of interest, or you could invite an outside presenter to give a talk . Parliamentarians are generous in sharing their time, expertise, and enthusiasm . Remember, you can promote your unit in many ways . Make announcements, verbally, online, and in newsletters or blogs, of upcoming unit, association, district, and national events . Volunteer to serve on committees and to arrange or promote events sponsored by your unit . Consider running for office— what a great way to improve both yourself and your unit! Continually share invitations to unit meetings and events with your friends, club members, and co-workers . You have the power to change your unit . You can find a new unit that suits your particular needs, or you may change your unit by your actions . You play a part in ensuring quality educational programs, contributing to a well-run meeting, and recruiting new parliamentary students . Stay curious, be welcoming, and, above all, keep showing up!

Alison Wallis, PRP 2023-2025 NAP President

Punishments

The disciplinary process for offenses occurring outside of a meeting in Robert’s Rules of Order Newly Revised, (12th edition) (RONR 12th ed .) is arduous . The author has described the implementation of the process as “mind numbing and soul crushing . ” At the end of the process, if there is a finding of guilt, the assembly has a variety of options it may take . These may include censure, fine (if authorized in the bylaws), suspension, and expulsion, which RONR notes is the “most extreme” punishment . There is another option that is not listed and it is the least extreme penalty . That option is, after a finding of guilt, no penalty being imposed . Conversely, the penalty of expulsion may be far from the most extreme penalty .

A society has, absent a bylaw provision or a special rule, a great degree of flexibility in what penalty can be inflicted . This article is a description of these punishments and demonstration of this range . It is of paramount importance to note that, since these penalties are for offenses that occurred outside of a meeting, they could only be inflicted after a trial and after the defendant was found guilty . RONR (12th ed .) 61:22 .

Expulsion

Expulsion ends the membership of

By Jonathan M. Jacobs, RP

the person being disciplined . RONR (12th ed .) 61:22; as noted, it is listed as “the most extreme . ” RONR (12th ed .) 61:2 Unlike the other punishments, expulsion requires a two-thirds vote . RONR (12th ed .) 63:33 e1 . Also unlike other punishments, once imposed, expulsion is not subject to the motion Rescind . RONR (12th ed .) 35:6 c . Despite not being subject to a motion to rescind, an expulsion may not be permanent . While RONR notes that an expulsion cannot be rescinded, it does note that “The only way to reverse an expulsion is to follow whatever procedure is prescribed by the bylaws for admission or reinstatement . ” RONR (12th ed .) 35:6 c . Expulsion from membership is clearly not a disqualification for membership . Many organizations require nothing more than completing a form and submitting a check in order to rejoin . If that is the case, someone could be expelled from membership and almost immediately reapply and become a member again . 2 Expulsion, in these cases, is not the extreme penalty, and it may be less severe than suspension .

Suspension

Suspension from membership, like all punishments except expulsion, requires a majority vote to adopt and may be subject to the motion to

Rescind/Amend Something Previously

Adopted . Suspension, as a penalty, is not well defined in RONR, but it is better defined in relation to a pretrial resolution . RONR notes such a motion may suspend “all or some” of the accused’s rights of membership, except those relating to the trial . RONR (12th ed .) 63:26 . Using this provision, it should be possible to suspend some of a member’s rights and privileges, while leaving others intact . For example, a member of a country club may have his right to use the club golf course suspended for a period of time but retain total access to the members’ only dining room . Suspension is intended to be a temporary abrogation of rights of membership . There is, however, no maximum time for a suspension unless a rule or bylaw sets a time limit . An organization can suspend a member for an exceptionally long specified time or indefinitely . Some do just that . Several Greek letter organizations within the National Pan-Hellenic Council do publish a list of members who were penalized . One, Phi Beta Sigma, notes on that list that several members were suspended for an indeterminate time, one for 10 years and one for 100 years!3 Another, Iota Phi Theta, also lists several members that are “suspended indefinitely . ” 4

These types of suspensions are long and, potentially or in actuality, may never end . They may be tantamount to expelling the member and precluding

any chance of rejoining . The author would rule, if chairing, that any such suspension that is unlikely to end should be treated as an expulsion . However, the chair’s judgment, even the judgement of the author if chairing, is subject to appeal, even in the case of a very long expulsion . Absent a bylaw or rule, the decision to suspend in this manner is in effect an expulsion; therefore, it should require a two-thirds vote . To do so is left to the assembly, and the majority may legitimately determine that only a majority vote is needed to suspend a member for a very long time .

Fine

As noted, the bylaws must authorize levying a fine as punishment . RONR (12th ed .) 61:2 . The framers of the bylaw authorizing a fine should describe what happens if the fine is not paid . Does the member lose some or all of his rights of membership until the fine is paid? Is there a limitation on the amount of fines levied? If not, there could be a similar situation to the long suspension, where a large fine would be used to effectively remove a person from membership . i

Censure

Another possible punishment is censure . RONR specifies that while censure is a penalty, censure may also be adopted as a motion without formal disciplinary procedures . RONR (12th ed .) 61:2 . fn . 1 This punishment

i One member of the review committee disagrees with this statement. If it is not specified as a consequence, she opines, nothing else can be imposed. She references this statement with long experience with an association that imposed monetary fines.

is somewhat different than a motion to censure on three counts . First, it may only be directed, as a penalty, against a member or officer while a motion to censure may be directed against anyone . Second, the penalty of censure requires a finding of guilt, but a motion to censure may express an opinion without any solid evidence . Third, while the motion to determine a penalty is amendable, only another penalty may be suggested . RONR (12th ed .) 63:33 e . A motion to censure may be amended to commend the member’s action, as both express the assembly’s opinion . RONR (12th ed .) 12:20 .

No Penalty At All

Finally, there is the option of no penalty at all . This can happen in one of two ways . First, the assembly can determine that while the member did commit the act, the act is too minor to require a penalty . Second, and much more likely, is when the assembly cannot

END NoTES

muster sufficient votes for any penalty . For example, 40% of the voters may only support a one-year suspension, a like amount supporting a five-year suspension only, and the remainder supporting only expulsion . If no member is willing to support a different punishment, no option receives a majority and no penalty is imposed .

Most of the disciplinary process, sifting through evidence, listening to witnesses, even reaching a decision of innocence or guilt, has already happened before getting to the punishment stage . It is necessary that anyone contemplating going into disciplinary action understand the complexity, to the point where a member found guilty might not face any punishment . It is necessary for the parliamentarian to explain this possibility to a client contemplating disciplinary action, or to one facing it . It is also a good illustration of the complexities of disciplinary action under RONR . NP

1 Note that expulsion from office requires a majority vote. RONR (12th ed.) 68:33 e.

2 There may be some additional effects of expulsion. For example, if the person had been granted life membership, expelling him will end that status; if he applies for readmission, that status will not be restored.

3 https://phibetasigma1914.org/resources/disciplinary-action-list/ [Accessed 3/28/24]

4 https://iotaphitheta.org/sanctioned-members [Accessed, 3/28/24]

WoRk CiTED

Robert, Henry M., Robert’s Rules of Order Newly Revised (12th Edition). Eds. Sarah Corbin

Robert, Henry M. Robert, III, William J. Evans, Daniel H. Honemann, Thomas J. Balch, Daniel E. Seabold, and Shmuel Gerber, (New York: Public Affairs: 2020).

Jonathan M. Jacobs, RP, has never advised a client not to take disciplinary action, but he has advised them to think long and hard before doing so.

Obsessive Parliamentary Disorder

By Lorenzo R. Cuesta, PRP

In the twenty-five years that I have served as a meeting parliamentarian and have trained parliamentarians and clients, I have noticed a too common practice of Robert’s Rules of Order Newly Revised (RONR) (12th ed .), misinterpretations . Too many individuals adamantly rely on the simpler parts of any RONR section to function and set aside the more critical, complex parts . Though the simpler parts are enough to be right, it is the complex parts that are necessary and sufficient to be correct .

I will illustrate this obsessive parliamentary disorder with 10 questions to prove my point . I observed all these questions during board of directors meetings composed of elected officials and membership representatives . The rules are entirely under RONR without any restrictions in their bylaws . (Please see how RONR answers these questions at the end of the article.)

1 . Motion to support a bond issue is rejected. What has the board decided?

Answer: The board voted to not support the bond issue . WRONG

2 . Is the motion to Reconsider the Vote ranked?

Answer: No . It is not one of the 13 ranked motions . WRONG

3 . Is the subsidiary motion to call the Previous Question amendable?

Answer: No . It is not amendable . WRONG

4 . Is it proper to Move and Call the motion to Reconsider the Vote while a main motion is still pending?

Answer: It is not proper to Call the motion to Reconsider a Vote while a main motion is pending . WRONG

5 . How can a board Discharge a Committee with a majority vote and without giving a Previous Notice?

Answer: A Previous Notice must be given in order to Discharge a Committee with a majority vote . WRONG

6 . An agenda lists the following two motions in this order: a.) Subsidiary motion to Discharge a dinner committee, and b.) Main Motion to plan a picnic. The dinner committee is discharged. What is the immediately pending motion? Answer: The immediately pending motion is now the picnic . WRONG

7 . A Vice President presents his quarterly report which includes a membership plan. He then moves to have the board adopt his membership plan. Is this a proper motion?

Answer: Yes . The Vice President is on the agenda and has the floor . WRONG

8 . The Secretary will be absent during the meeting that has already been called to order. The President appoints a Secretary Pro Tem. Is this proper?

Answer: Yes, a Secretary is necessary and must be appointed . WRONG

9 . RONR states that a member may not be compelled to vote or be refrained from voting even if conflict of interest conditions exist. Nevertheless, even if the bylaws do not prohibit abstentions, when should the board members not abstain?

Answer: A voting member always has the right to abstain . WRONG

10 . The President is an ex-officio member of the Bylaws Committee. Is he counted as a part of the quorum? May he vote?

Answer: Ex-officio members are not counted in the quorum and may not vote . WRONG

Correct Answers According to RONR

1 . Nothing was decided by the vote . When a motion to take certain action fails, prohibition of that action is not the automatic decision . If a motion is adopted, it is in force and it may not be renewed . If a motion fails, that motion is not in force and may be renewed at the next session . RONR (12th ed .) 10:12

2 . The motion to Reconsider the Vote takes on the rank of the motion it is reconsidering . Assume a main motion and the motions to Refer and to Postpone are pending . We already voted on a motion to amend, but someone moves to Reconsider the Vote on the motion to amend . The motion to Reconsider the Vote takes on the rank of the motion to amend and must wait its parliamentary turn among Refer and Postpone . RONR (12th ed .) 37:27

3 . The motion to call the Previous Question permits an effect similar to amendment when the motion is applied while a series of questions is pending . So, if we have three pending subsidiary motions, one person could call the immediately pending question, but a second person would modify the motion and call the last two questions, and a third person could modify the motion and call all three questions . RONR (12th ed .) 16:5(6)

4 . A main motion may not be reconsidered while another main motion is pending . However, it is proper to Move and Call to Reconsider the Vote on a subsidiary motion while we are handling the main motion associated with that subsidiary motion . RONR (12th ed .) 37:25

5 . When a committee fails to report as instructed, or presents only a partial report, the body that referred a motion to a committee may Discharge the Committee with a majority vote and without giving a Previous Notice . RONR (12th ed .) 36:4(7)

6 . If a body assigns a motion to a committee by means of the subsidiary motion to Refer, the body may Discharge the Committee making the assigned motion the body’s immediately pending question . In our case, the dinner and not the picnic question would become pending . However, if the motion had been assigned to a committee by an incidental motion and the committee were discharged, the dinner motion would die, and the picnic motion would become immediately pending . RONR (12th ed .) 36:10

7 . RONR states that officers should not present reports unless they are purely administrative . Furthermore, only non-officers should propose motions based on the officers’ reports . RONR (12th ed .) 48:19

8 . RONR specifically states that a Secretary Pro Tem must be elected, not appointed . RONR (12th ed .) 47:34

9 . Though RONR states that a member may not be compelled to vote or be refrained from voting, RONR also states that the bylaws supersede RONR . Invariably, if a voting member is elected or appointed to represent a segment of the membership, the bylaws describe this member’s fiduciary duty as an obligation to vote in the name of the members he represents . RONR does not supersede this rule . An abstention would deny the represented members their voting right . RONR (12th ed .) 45:3-5

10 . If an ex-officio member is under the control of the association, he has all the privileges and none of the obligations of membership . Therefore, when serving as an ex-officio member, the ex-officio member is not counted as part of the quorum but does have the right to vote . RONR (12th ed .) 50:16

Conclusion

I have observed individuals obsessed with their limited understanding of RONR to cause unending disorder . The shame of it is that these individuals convince others that the wrong answer is the only correct answer . When a parliamentarian then tries to show otherwise, the members do not trust the parliamentarian’s knowledge . NP

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. He is the current chair of the NAP International Services Committee. He typically offers a three-hour interactive parliamentary procedure workshop that focuses on members’ rights and efficient meeting management. (parliam@roberts-rules.com; www.roberts-rules.com)

A Parliament of Owls (revisited)

By David Mezzera, PRP

We all know that a group of prowling wolves is called a “pack,” and a group of bees headed to their hive is called a “swarm . ” But did you know there are two distinct names for a group of geese? If they are foraging together on the ground, they are called a “gaggle;” but if they are flying in formation, they are called a “skein . ” A “stand” of flamingos sounds logical, as does a “tower” of giraffes, or a “bloat” of hippopotami . And of course, who can forget our past NAP President Jeanette Williams reminding us that a gathering of owls is known as a “parliament!”

Every animal like above has a designation to refer to its grouping . Some animals share a group name such as a “herd” of elephants, cattle, bison, or goats . While still other animals possess a unique coterie name such as a “prickle” of porcupines (truly!) or a “raft” of otters when floating together . So what about a unique group name for a gathering of parliamentarians? “Pride” might be fitting, but that is already reserved for lions; “charm” is already used for finches; while a “labor” is already taken for moles . So what should a grouping of parliamentarians be called? Well, that is up to all of you readers of the NP . This is a creative competition for you to concoct the best possible group name for all of us parliamentarians when we are gathered together (such as at the next biennial convention in Phoenix in 2025) . Put on your thinking caps and produce an appropriate group name . If a band of owls can be called a “parliament,” let’s devise a unique collective name for an assembly of parliamentarians . Do have fun with this one! Send as many recommendations as you would like to: ca-parliamentarian@comcast .net, Subject: Owls! And what’s a good deadline? Halloween might work (even goblins have their own group name: a “malignity” of goblins!), but that’s pretty soon . What about Veterans Day, November 11th (and yes,

veterans have their own group name: a “post” of Vets!)? No, that too is rather soon . How about Thanksgiving? We know that turkeys have their own collective group names (a “run” of turkeys in the wild or a “rafter” of them if domesticated) . That should work; so let’s set the deadline as November 28th . But back to our possible collective parliamentarian honorific . An independent panel will review all of the entries and determine the five best creations which will be published in an upcoming NP . And the top winner will be recognized with a special prize . So show your “shrewdness” (a group of apes), your “dazzle” (a group of zebras), or your “intrigue” (a group of kittens) in coming up with a creative name, and then “scurry” (like a group of squirrels is called) to send it to me . Whooo will win? NP

David Mezzera, PRP, is a past president of the California State Association of Parliamentarians and a past District 8 Director.

https://twitter.com/ napparlypro

https://fb.com/ parliamentarians/

So it’s your turn . Are you equipped?

By Lance Neward, PRP and Kirby Glad, PRP

You have been asked, formally, to act as parliamentarian for your church annual meeting, school board meeting, local political party meeting, or some other formal meeting .

Boy, are you ready! You’ve got your NAP credentials in hand and really want to shine . Of course, you know the rules (most of them anyway) and now you’re getting ready to perform “the role . ”

You have your first assignment . What you might not know is that there can be a physical “toolbox” to help you be as effective as possible .

The role of the parliamentarian is to help the meeting run smoothly and help the chair look good . One of the things that can help you do both is an adequate set of “tools” for the job . Of course, you will bring your dog-eared copy of RONR, and maybe a scratch pad, but the authors have found that there are a number of additional physical tools that can help . Like RONR, not everything will be used in every meeting, of course, but if they are needed you will really look like a hero/professional if you have them .

Parliamentary Equipment

RONR, latest or Note: We also carry RONR in Brief for appropriate edition a teaching tool.

Gavel (and striker

Some groups use a gavel, others do not; but if they block, to protect don’t have one, then yours will work. the table)

Timing device

It can be an actual stopwatch, but a cellphone with a timer will generally suffice, preferably with a sound and/or light signal.

iTEM

Timer’s cards

REASoNiNg/LogiC

Double sided, to be visible for the speaker and the assembly. The numeric characters should be at least 5 inches high so that they can be viewed from 50 feet away.

Binder or laptop

2 dice and a large

Containing organization’s governing documents, meeting script(s), etc., ready for easy access and referral.

For breaking ties in elections, if necessary. In today’s (in size) coin in a electronic world, many folks don’t carry change, Ziplock® bag much less dice.

Pre-printed chair

So the Chair can easily and discretely see them as “information cards” you advise him/her, e.g. “Majority Vote”, “2/3 Vote”, “NOT DEBATABLE”, etc.; usually 3x5 cards will work. You can slide them onto a lectern as needed.

office Supplies

Extra pens

Small roll of narrow

Make sure they work.

Better than Scotch® or similar tape as blue tape blue painter’s tape is more easily removed.

Lined paper pad

Blank 3x5 index cards

For taking notes during the meeting.

For Ballots; Depending on the meeting size, you may want as many as a package of 1,000, to cover multiple rounds of voting.

Pre-sharpened

One box; for marking ballots if needed; much better golf pencils than loaning pens that usually get lost.

Some sheets of blank

Can be used for a multiple of purposes such as signs, copy paper writing motions, sending notes, etc. if needed.

Dry erase markers

For signs, chair or speaker’s use, etc. in multiple colors

Paper clips, small

Keep the table tidy. binder clips

AA /AAA Batteries

Personal items

Small flashlight

Popular sizes for wireless microphones.

Sometimes useful in a darkened room during a presentation (or if the power goes out). The operative here is “small;” you don’t want to disturb the meeting.

iTEM

REASoNiNg/LogiC

Small American (or Sometimes groups invoke the Pledge of Allegiance, other appropriate) flag sing the National Anthem, etc. and no flag may be with stand-up base available. You will come to the rescue.

Cough drops

Snacks/nuts/etc.

Bottle(s) of water

A copy of your

For you and/or the chair as necessary.

Always useful—some meetings get pretty long; quantity is up to you.

Be alert to take advantage of breaks in the program, if you drink a lot of water.

To make sure you have everything you want for the checklist meeting, and, just as importantly, that you get back everything you want back.

A carrying device

Such as: an appropriately sized plastic box with a lid (and maybe wheels); a large briefcase on wheels, similar to those that airline pilots have used—a rectangular briefcase that opens on the top; best to have something that can be neatly organized and is easily accessible during the meeting.

It is important that the equipment and supplies meet your needs as a resource to the chair and to the organization . This list is just a starting point for your own collection, one that suits the type of groups you service . You could save the day! NP

Lance Neward, PRP, is living in Sandy, Utah. In addition to his PRP, he also holds an Airline Transport Pilot certificate, is a veteran of the US Navy, and has been president and parliamentarian for a number of organizations, including major political parties, business organizations and churches.

kirby glad, PRP, has served political organizations, unions, HOAs, churches, dog clubs, county and city councils, corporations and other clubs for over 15 years across the United States. He has presented parliamentary training classes in Utah, California, Colorado and Idaho and workshops for several NAP districts as well as NAP conferences.

BLuNDER #1

WHAT ’S WRONG?

By Josh Martin, PRP

Can you spot the parliamentary blunders in the following stories?

At the annual meeting of a local charity board, the society was electing officers . There was only one nominee for treasurer . The bylaws required a secret ballot for officer elections; but the chair, thinking it would save time, decided to conduct the election by a show of hands instead . The election proceeded, and the new treasurer was elected by this method . Where was the blunder?

BLuNDER #2

In a September meeting of a local environmental advocacy group, the agenda included voting on a proposal to launch a new community recycling initiative . As the meeting began, a member pointed out that only 12 members were present, and the bylaws provided that the quorum is 20 members . The chair, eager to proceed with the initiative, called for a motion to Suspend the Rules and adopt the motion without a quorum present . The motions to Suspend the Rules, and the main motion, were adopted overwhelmingly . Where was the blunder?

BLuNDER #3

In a May meeting of a professional engineering association, the assembly elected new officers for the upcoming term . All the newly elected officers were present . Later in the meeting, a member moved to reconsider the election for the election of treasurer . The chair allowed the motion to proceed . The motion to Reconsider was adopted, and the assembly then conducted a second vote on the election, over the objections of the newly elected treasurer . Where was the blunder?

Answers are on page 24.

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.

&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.

How Can We Renumber and Reorder Our Bylaws?

QQuESTION:

Our organization holds an annual convention, which is the only time that the bylaws can be amended. The board meets quarterly. At our last annual convention, we adopted a large number of separate bylaw amendments, without adopting a full revision. At the time, no one thought to adopt a motion empowering the secretary or bylaws committee to renumber the bylaws to address the many changes, add section headings for sense, and reorder the additions for greater sense in context. The secretary says that she feels she should do so anyway, because these are non-substantive changes and the bylaws would be confusing without these non-substantive changes. Our bylaws committee chair wants the bylaws committee to review the ordering and number of the amended bylaws and wait until the next convention to propose the renumbering, reordering, and section headings as a bylaw amendment proposal. Who is right? RONR (12th ed.) is our parliamentary authority.

ANSWER:

As your organization’s parliamentary authority is RONR (12th ed .), the bylaws committee is largely right in this case . Under RONR (12th ed .), the secretary’s authority to make changes for sense after bylaw amendments is very restricted .

[I]ndisputably, necessary changes in designation by number or letter may be presumed to have been included in the assembly’s action, even if they were not mentioned . For example, if an assembly adopts a

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motion “to insert after Article III a new Article IV reading as follows:…,” the secretary or a committee would, of course, raise the numerical designation of each of the later articles by one, even if the enacting motion made no reference to doing so . RONR (12th ed .) 57:19 . Even such simple changes to numbering, however, are recommended to be made by the secretary or a committee by a specific delegation motion . Id. Any slightly more complex designations (such as adding missing designations, inserting new sections when there is no specific instruction as to location in the amendment, and cross-references that are not absolutely certain), however, should be done by the secretary or a committee only after specifically delegated by the assembly to do so, even if they do not affect the sense at all . Id . The power to add captions is not delegable at all . Id.

In this case, the secretary can certainly correct numbering and lettering in a clear numerical or alphabetical order now . More complex renumbering and relettering, reordering and cross-references (unless absolutely clear), should wait until next year’s convention when a clear delegation motion can be adopted . Any additional captions for sense and conformity with the other bylaws would have to be done by the convention itself as an administrativeperfecting amendment to the prior year’s amendments . Notice for the amendment should be very clear, however, so as not to open the substance of the prior amendments to further debate and amendment . In the meanwhile, if it is not clear where to insert new bylaw provisions, they should be inserted at least temporarily as a new section at the end of the relevant article, when the amendment indicates it should be in a particular article, or at the end of the bylaws when no more specific location is indicated . It should be noted that the response would be different if RONR (12th ed .) were not the parliamentary authority . As RONR (12th ed .) 57:18 indicates, historic practice was to allow the secretary significant latitude in reordering, renumbering, and adding headings, that were not considered substantive . If an organization has not adopted a parliamentary authority, or one that uses RONR (12th ed .) by custom, arguably the older practice would still be correct . RONR (12th ed .) 2:19 . If, nevertheless, the secretary makes extensive changes on the basis of the older practice, this should be brought to the attention of the next convention and its guidance sought on the

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propriety of the actions taken and how they should be taken in the future . The safer course would be to follow the recommended RONR (12th ed .) practice and adopt a delegation motion at the time that the bylaws are adopted, or a special rule of order .

Practice under AIPSC 4 .331 is consistent with the more permissive historical practice described in RONR 57:18 (12th ed .) .

What is the role in meetings of a president who is a staff employee and not a member?

QQuESTION:

Our organization has a president, who is a staff member and an employee, but who is not a member of the organization and has no right to vote at our meetings. He is more like an executive director than a typical volunteer leader president. We have an all volunteer board elected by the members and consisting entirely of members. The members of the board select their own chair, designated the chairman of the board, who runs board meetings. The bylaws are silent as to who presides at membership meetings. Recently, dispute has arisen as to who chairs our membership meetings, the chairman of the board or the president. RONR (12th ed.) is our parliamentary authority.

ANSWER:

RONR (12th ed .) 47:5 says: “In organized societies the presiding officer’s title is usually prescribed by the bylaws, that of president being most common . ” It does not explicitly state that, if the organization has an officer designated as “president” and does not specifically assign regular presiding duties to someone else, the designated president is the regular presiding officer at membership meetings . It does clearly foresee circumstances when the regular presiding officer is not a member of the organization . RONR (12th ed .) 43:29 (nonmember presiding officer’s inability to step down to participate in debate), 44:12 (nonmember presiding officer cannot vote by ballot or to make or break a tie vote) .

1 “[I]f a proposal is adopted, clerical changes for consistent numbering of the bylaws and other non-substantive conforming changes are implicit in the amendment. The implementation of such conforming changes is delegated to the secretary unless a motion or rule grants authority to others.”

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RONR (12th ed .) 47:11 (1) says: “If the president for any reason vacates the chair or is absent, the vice-president or first vice-president takes the chair unless he also, because of involvement in the debate or for any other reason, is disqualified from presiding in the particular case… . ” RONR (12th ed .) 47:11 (2) says: “If the president vacates the chair during a meeting and no vice-president is available, he can, subject to the approval of the assembly…, appoint a temporary chairman . ” RONR (12th ed .)

47:11 (3) says: “If neither the president nor any vice-president is present, the secretary—or in the secretary’s absence some other member—calls the meeting to order, and the assembly immediately elects a chairman pro tem to preside during that session . Such office is terminated by the entrance of the president or a vice-president… . ” These statements, taken together, imply that if an organization has a president, unless someone else is assigned by the bylaws to be the regular presiding officer, the president serves in that role by default, the vice president (if there is one) succeeds to that role temporarily in the president’s absence, and only in the absence of individuals with both titles can someone else preside .

In regard to board meetings, RONR (12th ed .) 49:11 says: “In ordinary societies having executive boards, . . . the president and the secretary of the society serve in the same capacities within the board (and the executive committee, if there is one), unless the bylaws provide otherwise . ” In other words, in this organization, if there were no specifically designated chairman of the board, the president would be the default board chair, regardless of whether the president was a member or not . It would the anomalous for the converse to apply, in other words, if the chairman of the board is a member, the individual with that title would preside at member meetings, even when the title in and of itself appears clearly limited to board meetings .

RONR (12th ed .) 2:18 suggests turning to other parliamentary authorities if RONR does not provide a clear rule on an issue . AIPSC (2nd ed .) 27:3 says: “In organized societies the presiding officer’s title is usually prescribed by the bylaws, that of president being most common . ” AIPSC (2nd ed .) 27:5-6 indicates that the president presides at member meetings unless an individual with a different title is designated for that role, for example, the speaker of a house of delegates .

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Demeter p . 221 (citations omitted) says, in regard to a business corporation: “Aside from his position as presiding officer of the board of directors and of the stockholders when convened in general meeting, the president of a corporation has, by virtue of his office, merely, no greater power than that of any director . Whatever authority he has must be expressly conferred upon him by statute, charter or bylaw or the board of directors or be implied from express powers granted to him, or by usage or custom, or the nature of the company’s business . He may be, and frequently is made the chief executive officer of the company and is invested with broad general powers . ” In other words, unless explicitly provided with other authority, the designated president’s only two default roles are to chair shareholder meetings (equivalent to member meetings in a membership organization) and to chair board meetings . Obviously, the bylaws can assign those roles to an individual with another title . Demeter also clearly foresees a nonmember executive director serving as president with the default presiding role . In regard to the designated “president” of a nonprofit membership organization, that title inherently confers the power, “To call the meeting to order; to preside and to maintain order throughout the proceedings,” Demeter p . 250, and numerous other powers and privileges ancillary to presiding over the meeting . Demeter pp . 250-52 .

In your organization, there is an officer with the designated title of “president . ” Although RONR (12th ed .) does not clearly state that the president presides over member meetings by default unless the bylaws explicitly state otherwise, the combined weight of numerous implications in the text of RONR (12th ed .) and the clear statements from alternative parliamentary authorities indicate that it is the president and not the chairman of the board who should preside over your membership meetings .

What rules do we use for proxies in a Robert’s Rules organization?

QQuESTION:

Our organization holds an annual meeting of the membership, which is widely scattered throughout a large metropolitan area. Our bylaws allow for proxies, but they have been used only sporadically, when a member had a strongly held opinion about an issue likely to come up and just was not able to get to the meeting. RONR (12th ed.) is our parliamentary authority. RONR (12th ed.) strongly recommends against

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proxies and provides no guidance for how to use them if your organization decides to use them in its bylaws. This year, for the first time, members have become inflamed about an upcoming controversial issue and advocates for both sides are soliciting proxies from members who cannot attend in person. At the upcoming annual meeting, we anticipate dozens of proxies, not just a handful as we used to have previously. We don’t think we can handle it informally the way we used to. For example, “Just remember Jim and Ann vote twice and Sandy has three votes.” What can we do?

ANSWER:

As your organization’s parliamentary authority is RONR (12th ed .), you are correct, the book strongly frowns on use of proxies . RONR (12th ed .) 45:2, 70-71 . Proxy voting is allowed, but only, as in your organization, when explicitly provided for in the bylaws or articles of incorporation or when required by state law . RONR (12th ed .) 45:70 . You are also correct that the book does not provide a default proxy procedure for those organizations that do authorize use of proxies . RONR (12th ed .) 2:18, sheds light on how to develop appropriate procedures for your organization: “In matters on which an organization’s adopted parliamentary authority is silent, provisions found in other works on parliamentary law may be persuasive—that is, they may carry weight in the absence of overriding reasons for following a different course— but they are not binding on the body . ”

As it turns out, all the most common alternative parliamentary authorities for private organizations (as opposed to government organizations like legislatures and local government) do provide some significant guidance on using proxies . Despite being far shorter than RONR (12th ed .), Keesey p . 170 and Riddick pp . 155-56, both provide some significant issues to consider when an organization decides that it would like to use proxies . Both AIPSC (2nd ed .), 6:39-50 & Appc . C, and Demeter pp . 33, 220-22, provide significantly fuller guidance, laying out the basic legal issues underlying the proxy voting system . AIPSC (2nd ed .) provides some defaults to be applied when the organization does not adopt its own proxy procedure, and indicates what other issues should be addressed in a complete proxy procedure, but it does not include a model proxy procedure because there are so many unique variations at play when an organization

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decides proxy participation is right for that organization . Your organization is advised to review these alternative parliamentary guides and then draft its own appropriate proxy procedure . You should also keep in mind that if your organization is incorporated, the jurisdiction of incorporation is likely to have statutory provisions regarding use of proxies in nonprofit corporations that you should consult . See American Bar Association, Model Nonprofit Corporation Act (4th ed . 2020) § 220 .

Questions & Answers Research Team

Image Available

Answer Key

What’s Wrong? from page

ANSWER #1

C.J. Cavin, PRP, NAP Parliamentarian, Consultant

A rule in the bylaws requiring a ballot vote for the election of officers cannot be suspended, even if there is only one nominee, unless the bylaws provide an exception for such a case . Further, even if the bylaws did provide such an exception, the proper course of action would be to declare the nominee elected by acclamation, not to conduct the election by a show of hands vote . See RONR (12th ed .) 46:35, 46:40 .

ANSWER #2

The quorum requirement cannot be suspended, even by unanimous consent . See RONR (12th ed .) 40:9 .

ANSWER #3

An election to office cannot be reconsidered after the election has become final . As the treasurer was present and did not immediately decline, the election was final . See RONR (12th ed .) 46:46 .

Michael C. Taliercio, PRP Shannon Sun, PRP

Michael Malamut, PRP, Chair

Rachel Glanstein, PRP, Committee Advisor

NAP International Services Committee

By Lorenzo R. Cuesta, PRP

The NAP International Services Committee needs your assistance in accomplishing its NAP bylaw-directed goals .

1 . It seeks to explore strategies to increase NAP membership abroad .

2 . It attempts to translate as much parliamentary material as possible into other languages .

3 . It requests ideas as to how NAP may locate potential new members or organizations abroad .

4 . It works to reduce educational and credentialing barriers .

5 . It endeavors to advocate policies that contribute to the inclusion of members abroad .

Please offer suggestions to parliam@roberts-rules.com.

NAP Educational Foundation

Scholarships Available

The NAP Educational Foundation (NAPEF) offers several scholarships that pay NAP national and association dues.

Apply before November 1 for either of these 2025 dues scholarships.

The Alice Ragona Memorial Scholarship –for students age 23 years and younger.

The Young Professional Dues Scholarship –for young professionals ages 24 to 35. information and application forms are available at www.napef.org. if you have any questions please contact Linda Lawson, PRP, at linda_lawson@cox.net.

2024 Training Conference

R ECAP

September 5-8, 2024

San Antonio, Texas

“It was a great experience and has inspired me to continue learning and getting credentialed.”

The 2024 NAP Training Conference in San Antonio, September 5-8, brought together nearly 400 parliamentarians in person and virtually.

By all accounts, it was a great success. There were more than 30 workshops and learning labs from which to choose on topics ranging from conflict resolution to ethical considerations to presiding in “dangerous” meetings, and from serving as a parliamentarian to business writing labs.

If you were not able to attend in person, here’s an idea

Candidates Wanted for the 2025-2027 Board of Directors

The 2025-2027 NAP Board of Directors will be elected during the 2025 convention in Phoenix, Arizona . All nominations are essentially self-nominations .

The requirements for declaring your candidacy are stated in the campaign policy found in the NAP Operational Policies and Procedures Manual, which is available on the NAP website in the About section, under Resources . Candidates must submit a consent-to-serve form to NAP HQ; this form is also available at www .parliamentarians .org/documents, or by contacting HQ .

Candidates who have declared their candidacy prior to convention may submit their information, including a high-resolution photo and statement, for publication in the Spring 2025 issue of National Parliamentarian magazine. Since members have limited opportunity to learn about candidates before the election, it is strongly recommended that all those running to submit this information for publication.

Statements are limited to 200 words and must be submitted to Traci Bransford-Marquis, PRP, npeditor@nap2.org by February 1, 2025.

6.1 NAP officer Campaign Policy

6.1.01 NAP’s Campaign Policy shall be:

A. Printed in the fall issue of the National Parliamentarian of even numbered years.

B. Provided to any member upon request.

C. Available on the NAP website in the members-only section.

6.1.02 Under the NAP Campaign Policy, a candidate is defined as a member who has declared his or her candidacy for an office listed in Article V.1 or Article X.1 of the NAP Bylaws by submitting a signed NAP Consent to Serve Form to NAP Headquarters prior to publication in the National Parliamentarian or to the secretary within 30 minutes of closing of nominations.

6.1.03 All election campaigns shall be conducted with professionalism as the fundamental guideline. This includes, but is not limited to, the following principles which apply to all members as well as, districts, associations, and units:

A. All campaigning shall be conducted in a spirit of fairness and honesty.

B. There shall be no personal attacks or impugning of any candidate’s character.

6.1.04 Guidelines for distribution of candidate information:

A. NAP Headquarters shall not provide membership lists, event registrations, or delegate lists or labels for the purpose of campaigning.

B. No NAP funds or staff time, other than that set forth elsewhere in these guidelines, may be expended for the purpose of facilitating any campaign activities.

C. A photo and statement from each candidate shall be printed in the spring issue of the National Parliamentarian in the election year. Any qualified candidate who submits his or her Consent to Serve form to NAP Headquarters by the submission deadline of the spring issue of the National Parliamentarian (NP) may have a statement and picture published in that issue. The NP editor may establish format requirements for the submission. (See NAP Standing Rule 7.)

Call for NAP Bylaw Amendments

Pursuant to Article XVII . Section 1A1, amendments may be submitted by the NAP Bylaws Committee, the NAP Board of Directors, a standing or special committee, the Commission on Credentialing, a district conference, two associations or their board of directors, three units, or at least ten NAP members-at-large . Amendments must be submitted to the NAP Bylaws Committee on or before February 1 in the year of the convention, i .e ., February 1, 2025, for amendments to be considered at the 2025 NAP Biennial Convention .

Proposed amendments, pursuant to Article XVII, Section 1A3, must be mailed or sent by electronic communication in accordance with Article XIII, Section 2 to the members no later than July 1 in the year of the convention together with identification of proposer(s) and the committee’s recommendations for action .

Please use appropriate RONR terminology and include all applicable conforming amendments and the rationale . Additionally, clearly identify submitters .

This is the official notice for bylaw amendments for the 2025 NAP Biennial Convention .

Ramona Marsalis-Hill, PRP NAP Bylaws Committee Chair

2023-2025

Proposed amendments must be submitted using the online form on the NAP website: www.parliamentarians.org/documents/proposed-amendment.

Please submit any questions on this subject to bylaws@nap2.org.

NAP Youth Committee

By Donna Mitchell, Chair

NAP members recently served as judges in two of our youth partner organizations’ competitions. This is part of the Youth Committee’s initiative to encourage youth to be more active in parliamentary procedure.

Future Health Professionals (HOSA)

opportunities in the health industry and enhances the delivery of quality

In addition to their technical skills, they are peopleoriented and elevate their leadership role as members of a healthcare team by expanding their knowledge in fields such as parliamentary procedure

Future Business Leaders of America (FBLA)

Career and Technical Student Organization who prepares students to become Students expand their insight by obtaining leadership experience in skill sets which help them enhance their

final competition.

Donna Mitchell, PRP, pictured with Mohith Gajjela, an NAP Youth Committee member and Executive Assistant on the FBLA National Parliamentarian’s Council.

Donna Mitchell, PRP, was one of the judges for the HOSA NTC Conference in Houston this summer . . . over 12,000 future health professionals were in attendance.

NAP BoARD oF DiRECToRS UPDATE: CENSURE NoTiCE

This communication serves as disclosure that on September 23, 2024, the board of directors of the National Association of Parliamentarians by majority vote adopted the following motion:

“That the NAP Board of Directors censure the legal liaison for making negative comments regarding the NAP Board and the NAP Commission on Credentialing and that the censure be published to the membership in a special email, that it be posted on the NAP website, and that the censure motion be published in the NP.”

NEW RE gi STERED PARL i AMENTAR i ANS*

NAP congratulates the following individuals on becoming Registered Parliamentarians:

Kimberly Wells (NEAP)

Si LENT gAVELS *

NAP commemorates members who have passed from our midst; may they rest in peace:

Marshall Buckley (OH)

Mary Davidson (OK)

N EW M EMBERS *

Karen Jones Herbert (DC)

Gail Kovacs-Felici (NJ)

Laval Oxendine (SC)

Steven Walls (DC)

John West (NE)

NAP welcomes the following individuals as new members:

Relley Araceley (HI)

DeNikka Barnett (DC)

Joseph Beckmann (NY)

Vanessa Black (EL)

David Boetcher (WI)

Andrew Brown (TX)

Clarissa Burkert (HI)

Evajuani Bynum (CA)

Katherine Carr (AK)

Lori Carter (HI)

Terri Clinton (CO)

Ramonda Covington (NV)

Gerald Cummings (OR)

Shanna Donleavy (FL)

Kevin Durden (AR)

Tim Fain (OR)

Ami Faria (NEAP)

Lawrence Fay (CA)

Valerie Frantellizzi (ON)

Amy Gao (CO)

Jessica George (FL)

Jacob Gerber (NE)

Paul Green (FL)

Tanner Hale (NV)

Brett Hays (NC)

Garland Higgins (GA)

Cynthia Hines (MS)

Corey Hunt (WV)

Alexya Irvin (MS)

Andrew Kayes (IL)

Brooklyn Kemble (OK)

Tessa Kenyon (WY)

Susan Kinney (AL)

Douglas Martin (SD)

Christopher McEwen (IL)

Opal McKinney-Williams (FL)

Joel McTague (FL)

Carla Nelson (MD)

Khang Ngo (TX)

Irene Pan (CA)

Macadda Peoples (OH)

Deborah Pickens (SC)

Jonathan Priebe (OH)

Tammy Richardson (DC)

Adrienne Smith (BC)

Ryan Stewart (BC)

Malisha Straw (AR)

Stefanie Tarr (IL)

Leah Thimgan (AZ)

Jasmine White (DC)

Arleigh Womack (VA)

Christopher Wright (WA)

Thank you instructors!

A special thank you to the instructors of the aforementioned new members:

Becky Kenyon

Bennyfer Bridgewater

Cecila Huff

David Buttimore, Jr.

Kathleen Sutherland

Kay Crews

Kevin Connelly

Rosie Valdez Block

William Puette

Joe Kieklak

* For the period June 1, 2024 through August 31, 2024

Prepare yourself for a

Phoenix Arizona

gust20-24, 2 025

Sheraton Grand at Wild Horse Pass

Featuring the NAP Biennial Business Meeting