Dear Parliamentarian Vol. 73 March 2002
Dear Parliamentarian Vol. 73 March 2002
Answers to your Parliamentary Questions
"Dear Parlimentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.
I noticed that you were open to questions on your website. I hope that you can answer mine. I am the attorney general to the Black Student Alliance at my university. We are preparing for our up coming elections and have already
At that meeting, the second candidate for president accepted the nomination during the meeting, and then declined after the meeting. Two days later he
contacted me and with a desire to run in the election again. I did not think that it would be a problem, since he was formally nominated and the nomination
was seconded at the meeting. However, the other candidate, now running unopposed has expressed concern in that decision.
Our consitution makes no note on this question. However, it does state that we are to adhere to Robert's Rules of Order. I attempted to read up on the topic in Robert's Rules of Order, however, found myself very confused. Does
it require that nominations are reopened? Can he make that motion at the next meeting before the vote? Is it allowable at all?
How did he decline? In writing? Verbally? Was it announced to the general membership that he withdrew?
He accepted the nomination during the meeting. However, he declined after the meeting had been adjourned. He was speaking directly to me but loud enough for other people to hear him and the word to get around.
Thanks for you help!
Since the members know that he withdrew his nomination, then nominations can be opened again and his name re-submitted. If there was no motion to close the nominations at the last meeting, then the presiding officer can ask before the election takes place if there are further nominations for these offices. At that time, he can be nominated again. If the presiding officer doesn't take nominations, a member can rise, and make a motion to open the nominations for this office. It is not a debatable motion, and it takes a majority vote to adopt.
You might be interested to know tha we have a video on this subject, called "Nominations and Elections". It was written to help organizations like yours.
Judith Holler wrote:
I enjoy your website immensely.
In a condo association, who sets the date and time of monthly board meetings? The president, or the entire board by vote?
It should be done by a vote of the entire board. However, the board should set the date, the time, and place of the monthly board meetings at the first meeting of the newly elected board. And then keep that schedule until a new board is elected. Since Condo board meetings are open to the membership, the members of the association should be notified of the day (for example, the second Monday of the month, at 7pm at Unit #6, or the library etc.) If the board decides to change the time, day or place of the meeting for any reason the members of the Condo must be notified.
We recently completed our election of officers (president, v.p., secretary, treasurer) but now, for personal reasons, the secretary has stepped down. Can I, as the president, appoint a replacement without going through an election? I notice, in reading ROBERT'S RULES of ORDER simplified and applied under "Undemocratic practices in the nomination and election process", that it can be done but I don't like the term "undemocratic". However, if it is a common practise I will go ahead with it.
Thanks for your help.
You must follow the procedure for filling vacancies in your bylaws. If it says that you must have another election then you must have another election. The section that you are referring to has to do with under handed dealing in the election of officers. It does not have to do with circumstances like this. If your bylaws read that an officer serves until the successor is elected, then the previous secretary is still the secretary until you elect another one.
Thank you for your input. However my question refers to a small none profit association handling social activities for our snowbirds in a camp ground here in Florida. As such we are unincorporated with no bylaws. We are pretty free wheeling passing resolutions as necessary but, as president, I try to follow parliamentary procedures as close as possible.
You say in your response that the previous secretary is the secretary until a successor is elected. In our case, the previous secretary resigned along with all the other elected officers (a clean sweep). Besides that, as pointed out in my previous e-mail, we have already elected a new secretary but she has resigned, for personal reasons, and left our campground
Your additional thoughts would be appreciated.
With what you just told me, I'd appoint someone that wants to do it and then have the group ratify at a meeting. I would suggest though that you draw up some simple bylaws. If you have the second editon of our book, which I think you do, there is a chapter about writing bylaws and a sample set of bylaws.
If you are collecting money in any way, you really need bylaws. If you are electing officers and having meetings you need bylaws. If you don't have bylaws you are operating as a mass meeting. You really can't consider yourself an organization without bylaws. So please, get some simple bylaws for your group!
I have two issues I need help with:
1. Nowhere in our by-laws or standing rules does it state that a parliamentarian cannot vote, debate, make a motion. I cannot find this in Robert's Rules, but have a very aggressive non-board member stating this is true. This has never come up in the past. I was told by a parliamentarian one step higher than me that I could vote, etc.
2. Nowhere can I find anything to say that a board cannot vote to close a meeting to members only. Is this correct? Is the motion debatable? Does it require a majority or 2/3?
Meeting in question is on March 21, 6 p.m. EST. Any help is GREATLY appreciated.
Okay, here's what the official book Robert's Rules of Order Newly Revised, 10 ed. states:
If the parliamentarian sits in front next to the president, then that person does not make motions, debate or vote. The parliamentarian is to remain as impartial as the chair. However, the parliamentarian can vote in a ballot vote. If the parliamentarian sits in the assembly, and has consulted with the chair before the meeting, then these rules do not apply. Is this an assembly meeting or a board meeting? If a boar meeting, is the parliamentarian a member of the board?
Yes, the Parliamentarian is a board member. This is a PTA local unit board. General members are permitted to attend but not speak. We have had an extremely rude and impertinent member attending meetings, passing notes to board members and questioning any and every procedure. There is a small group that seems to have "invited" this member. She claims to always know more, will not let the chair prevail. Board has functioned well until the last several months. This small group of board members is going for control over one issue. Claims the Robert's we've been using is wrong, and any advice we've been given by regional and state PTA officers is wrong.
Several members have approached me about going to a closed executive session tomorrow night. I want to give appropriate info prior to the meeting, but also would like to be able to cast my vote. Board membership is 27.
Thanks for any help,
The member that is disruptive can be removed from the meeting. On page 628 of Robert's Rules of Order Newly Revised, 10th ed. , it says, "The chair has the power to require nonmembers to leave the hall, or to order their removal, at any time during the meeting; and the nonmembers have no right of appeal from such an order of the presiding officer. However, such an order may be appealed by a member." This refers to nonmembers who are disruptive. Since those who come to observe the board are not members of the board, the president can have them removed from the meeting for being disruptive. A board member can appeal the chairs ruling. It is not a debatable appeal. Perhaps the best thing is for the president to lay down ground rules for these meetings and state if those observing become disruptive they will be asked to leave. If they continue they will be removed.
Another point, unless the bylaws state that the board meetings are open for membership observation, they really should be conducted in executive session--meaning that only board members are allowed to attend the meeting. If your bylaws don't state that the meetings are open, it would be a good idea to adopt some rules of order that has them meet in executive session. That would stop this nonsense.
Now about your question to go into executive session. This is usually done only to discuss something of great confidentiality. To do this, a member makes the motion to go into executive session, it needs a second, it is debatable, and takes a majority vote to adopt. Minutes of these meetings can only be approved in executive session. I think this could be a problem for you.
The best way to solve this is 1. Establish the fact that your meetings of the board are not open for membership observation. If you have in your bylaws that board meetings are open for observation by the members, I would amend the bylaws to strike that.
Now meeting in executive session doesn't mean that the board operates secretly. The board should give full disclosure of the business it transacts in a report to the members at each membership meeting. 2. Remove the disruptive member according to Robert's Rules of Order.
We are having an election tomorrow wherein the nominating committee will be presenting nominees and we expect nominations from the floor. The nominee being presented by the committee for president is only agreeing to let his name stand because they could not find anyone else to be nominated. Now it appears there will be a nomination from the floor and the nomination committee's person wishes to withdraw if there is a nomination from the floor. What is the proper procedure?
If some other person is a nominated from the floor, and if he is nominated too, all he has to do is say "I wish to withdraw my name from nomination." But be sure the person nominated is willing to serve if elected.
Charline Hooper wrote:
I am a member of Council with the District of Pitt Meadows, BC, Canada.
Council is currently considering a motion to amend our procedure bylaw to incorporate two signatures of Council addressed to the administrator to request an item to placed on regular Committee of the Whole (COW)agenda. This would be the only way to have an item added to the agenda other than a Notice of Motion.
The rationale I am told is to ensure only well thought out items, or items that are most likely to receive a seconder at COW to proceed. This is perceived to be a time saver. I see this as undemocratic.
Does Robert's Rules give direction on how Council is to request items to be placed on the agenda?
Robert's doesn't have any rules concerning the agenda of this kind. Often governmental bodies adopt rules about their agendas. The truly democractic principle in meetings is that anyone can bring up business under new business. The problem with this rule is, what happens in the case of an emergency where something needs to be decided right now and there was no opportunity for notice or two members to submit it in writing?
If your Council decides to adopt such rule, have it put in "rules of order" which it really is, and then have a provision for the suspension of the rule. If this is not done then the council may be tying its own hands to bring up business.
Good evening The Parliamentarian. I hope my e-mails are not out of order. I would like to ask you a simple question of I may. I do not know where I can go to get an answer and you seem to be the lady that never fails to have the answer I need.
Question. If there are 139 eligible voters in our community. What is considered a majority? 70 or 71.
Do we treat the 1/2 person as a whole like rounding up money or use the 69 for half. I am confused because if it was 140 eligible voters, it would still be 70 and that is an additional voter.
Thanks again. You have been a great help to us. We did have our recount and one resident objected while 39 were in agreement.
If half is 69 and 1/2 then you round it up to 70. Half of 139 is 70 not 71.
I need to know what the rule is on the number of votes required to pass a
motion, especially if not all of the active members are present.
If it is new business it only takes a majority vote of those present and voting. If it is to rescind or change some previous action, then it takes a two thirds vote or a majority of the entire membership, whichever is easiest to obtain, if no previous notice was given. If previous notice was given, it only takes a majority vote. If it is a bylaw amendment it usually takes a two thirds vote and previous notice.
Lorna Pollock wrote:
Is there a good website that would spell out - in simple English - that the President - or Chair - has the right to vote. Our former President chose not to vote - or give his opinion on anything - unless it was a tie.
From what I've read - I (as the new President), do have this right - but I can only vote once...
I appreciate your help!!!
President-Poweshiek County Fair Association
You may want to get our book which is simple and in plain English to understand your roll. Our book is Robert's Rules of Order Simplified and Applied. Now if you are talking about presiding at a board meeting of under twelve members you can make motions, discuss motions, and vote. However, if your board is 12 members and over then you will have to follow the standard rules of presiding which is that you can't debate motions, or make motions. You can only vote to make or break a tie vote, or a two thirds vote, and in a secret ballot vote.
Joseph R. Kerwin.Sr wrote:
I'm a retired Command Sergeant Major from the U.S. Army and several of us have a dilemma regarding procedures relative to meetings of the Board of Directors. We have formed a chapter of vets which consists of about 300 members. Subsequently, we elected a board of directors that is composed of a Chairman, three Vice Chairmen, a Secretary, Quartermaster, Treasurer, Sergeant at Arms and six trustees. Our dilemma arises from the fact that the board is obligated to meet every second Wednesday of the month and to hold a general meeting every fourth Wednesday of the month. And herein is the crux of our problem:
The chairman has decided the last three board meetings to close the board meetings to the general membership. When ,questioned he claimed the secretary had informed him he had the authority under the auspices of Robert's Rules of Order. I have checked the constitution and bylaws of the organization and find that an Article of the bylaws does state "except where herein provided, Robert's Rules of Order will prevail." And upon reading the book of rules the only thing I can find that give the chairman the authority to eject anyone is when the person is being unruly. Furthermore, this is applicable to a deliberative council and not an elected body such as ours.
Would you be kind enough to clarify this dilemma?
If your bylaws do not state that the board meetings are open to the membership, then according to Robert's Rules of Order they are to be held in "executive session". That means that only board members can be in attendance. Tell me which copy of Robert's Rules that you have and I will try to tell you which page it is on. I have most of the versions of Robert's Rules.
However, just because the board meetings are in executive session, this does not mean that the board can keep secret its operations. It should give a report of its activities at every membership meeting. Also the membership can rescind any action of the board that is not specifically given as a duty to it in the bylaws. The members can also request to see the board's minutes by a two-thirds vote of the membership at a meeting.
In scanning our bylaws I note the following in Article VI:
DUTIES OF THE OFFICERS
Section 5. Duties of the Secretary
(a) He shall keep an accurate record of the proceedings of the officers and his chapter meetings.
(b) He shall notify or see that proper notifi-
cation is given to all members or officers, as to time, place and date of all regular meetings and special meetings in sufficient time to permit their attendance.
This section goes on to define his other administratrive duties relative to the upkeep of records of all the minutes and other pertinent matters.
*** In response to your question regarding which copy of Roberts Rules of Order is in my possession, it is the first and only Edition in paperback. It was the fourteenth printing in May 1985. A Modern Guide and Commentary was provided by Rachel Vixman, President of the NY Metropolitan Chapter, American Institute of Parliametarians. The Introduction was provided by Floyd M. Riddick, Parliamentarian of the United States Senate.
** Does this info negate the the chairman's ability to declare the Board's meetings private sessions? Furthermore, could you point out where in this copy of mine the chairman has authority (to declare the meetings of the board to be in Executive Session? The only reference that I find is in Part III, Miscellaneous.
But this part only deals with the ouster and punishment of an unruly member.
I really appreciate your assistance in this matter.
I unfortunately don't have that book. The official book is Robert's Rules of Order Newly Revised, 10th ed. (2000) . In the book on page 92, "In most organizations, except those operating under the lodge system, by practice or sometimes by rule, membership meetings are open to the public, but board or committee meetings are customarily held in executive session. In the latter case, members of the organization who are not members of the board or committee, and sometimes nonmembers, may be invited to attend, perhaps to give a report, but they are not entitled to attend."
If your bylaws state that Robert's Rules is your authority then it is the official book and not the book that you own. According to Robert's your president has the right to ask members to leave unless you have a bylaw that addresses it or you have adopted some rule of order to address this
RCW (Revised Code of Washington) 24.03.103 - Removal of Directors states the following:
The bylaws or articles of incorporation may contain a procedure for the removal of directors. If the articles of incorporation or bylaws provide for the election of any director or directors by members, then in the absence of any provision regarding removal of directors;
(1) Any director elected by members may be removed, with or without cause, by two-thirds of the votes cast by members having voting rights with regard to the election of any director, represented in person or by proxy at a meeting of members at which a quorum is present;
(2) In the case of a corporation having cumulative voting ... (we do not have cumulative voting so this doesn't apply).
Our articles of incorporation nor our bylaws have a direct provision for the removal of directors. We do have a bylaw which states: "Robert's Rules of Order, Revised Edition, shall be the parliamentary authority of this organization."
Some members want to remove one of our directors according to RCW as stated above. We feel that while there is no direct provision in our articles of incorporation or in our bylaws for the removal of a director, Robert's Rules does outline a method on page 631, STEPS IN A FAIR DISCIPLINARY PROCESS (10th EDITION) which we feel applies since we do have a bylaw stating that Robert's Rules is our parliamentary authority -- and our directors are elected for a fixed term. Your views on which method is correct would be very much appreciated. Thank you very much.
In this case, it is my opinion that the state law takes precedence over Robert's Rules on this. It is my opinion that the state law wants something very specific in the bylaws. If your bylaws stated that removal of officers will be done according to Robert's Rules of Order page 633, etc, then you have stated in your bylaws the procedure and Robert's would prevail. But you don't have anything state that specifically addresses this question. So you must use the procedure in the state code which is state in #1.
So the proper procedure would be to give previous notice that a motion will be made to remove officer X. Officer X will be able to speak at the meeting and vote. If your bylaws do not prohibit proxy voting, then you will also have to send out a proxy with this one.
What I recommend is that you revise your bylaws if you don't want to follow the corporate code.
Since RCW 24.03.103 - doesn't stipulate prior notice -- is prior notice still required?
I know it doesn't say prior notice, but if you want proxy voting then you have to send out a letter with a proxy in it. So that basically prior notice isn't it?
McCabe, Kelly A. wrote:
Hello my name is Kelly McCabe and I am a current student at Stetson University College of Law in St. Petersburg, Fl and I am the executive Parliamentarian in our Student Bar Association and our Constitution tells us that we have to follow Roberts Rules of Order. During the Disciplinary Procedures we were wondering if making the Parliamentarian the chair would be out of order? Thank You, Kelly McCabe
Tell me, who is being disciplined and for what. Are you censuring the chair?
If an organization was led by officers who refused to work with management which is a requirement of HUD and all the elected officers resigned their position and the organization did not function for approx. three years. We are doing all we can to revive the organization. We have elected new officers and we are trying to move forward. Of course the former officers have caused a great harm in poisoning the minds of many members. We have enough members who want to see the organization function again. The problem is the current By-laws which was established about 5 years ago and in order to get them amended and updated the Bylaws calls for two/thirds eligible members.
Here's my question, because there are many members who sides with the former officers and because of the way the old Bylaws reads, if we cannot get two/thirds of the eligible members to attend to act on the Bylaws we are at a stand still.
Is there anything we can do? With the way the old Bylaws are written we can't even conduct business without the two/thirds of the eligible members. Hope this is clear.
This may help. We are a mid rise for the elderly and the disabled. We have 84 apartments--all residents are eligible to be members but they don't have to be. But the way the current Bylaws are written, there must be 2/3 present before we can act. We stand to loose $2,000 in money from HUD which we could really use to build up our organization and buy things we need. Is there anything we can do?
Is there an attorney that you can go to for this? Perhaps there is some public attorney that can review your documents and your minutes that can help you. If you can't get any legal help then photo copy of your documents. Are you incorporated under the state?
The thing that I recommend now is to have your officers divide the apartments up and go door to door and talk to each resident. Tell them the benefits of the organization.
Another thing, since you said that those who live their don't have to be members, then tell me how you get to become a member. Do you have to pay dues? If the organization was defunct for three years, then I would say that you are starting all over again with new members. If those who don't agree haven't paid dues or rejoined then don't solicit their dues until you get you documents amended. Get people who agree with what you are doing to join and pay the dues, and then you will have the members to conduct the meetings and amend the bylaws. This is going to take time to build respect and sway those living their of your good intentions. Before I can really advise you on this, I would have to see your documents and all your records. Try to get an attorney who works in this field to help you. If you can't get an attorney then perhaps I can recommend a parliamentarian to help you. You are going to have to pay someone to help you solve this situation. Do it right and you will have the law behind you which is a protection.
Thanks so much for your timely reply. We had an officers meeting today and this is what we are planning on doing working individually with the residents. Our set up is different from a normal private set up. And resident in the building is a member of the Advisory Council but it's up to them if they want to attend meetings. We do have dues. And, we have an "Out" now and it is going to truly make things so much easier for us. We have a lot of work to do because of all the past damage but we won't have the Old bylaws choking us. Because our other midrises have the same type problems we have, Our Management contacted HUD and they agreed that we can have a quorum with 20% of eligible members in attendance. That means we only have to have 16 members now to conduct a meeting and 3/4 of that number if only 16 attends. Our management have an attorney but HUD has granted us a! waiver. See another problem too is everyone is either elderly, disabled or both so HUD understands the difficulties of getting residents to attend. We have to follow certain guidelines set up by HUD in order to receive the money that HUD will give the Council. You can see that I have been busy looking for answers since I contacted you. I just received the 20% information today. Again, I sincerely thank you for taking the time to respond to me. I am 65 and I'm trying to do all I can to help. Now we have something we can work with. Again, my sincere thanks
I CAN'T FIND THE ANSWER ANYWHERE, (or maybe I am not looking in the right
My question is this;
If a number of board members resign their seats,
Does the president have the right to appoint people to fill the unexpired terms of the resigned seats.
( A small community social club).
Thank you for any help.
The place to look for the answer is in your bylaws under officers, filling vacancies. Usually the
remaining board members appoint replacements or it goes to the membership to vote to fill the vacancies.
When making a motion by a general membership person, is the proper procedure for the member making a motion and the motion is seconded to relinquish the floor back to the President to call for discussion and vote, and not the
I have been a member of the Junior Chamber of Commerce since the early 80's, and conducting several Parliamentary Procedure training classes, that the proper procedure is for the member to make the motion and then relinquish the floor back to the President for a call for discussion and vote..
Please respond to this e-mail at: DEA0304@aol.com. Thanks,
Here are the proper steps in making a motion.
1. A member must rise, address the chair, and be assigned the floor.
2. The chair either nods at the person or states his name.
3. The member then makes the motion and sits down.
4. Another member while seated, can say "second".
5. The chair places the motion to the assembly by restating it and asking for discussion.
The chair says: "It is moved and seconded that we.......Is there any discussion?
6. The member who made the motion has the first right to speak to the motion. But the member must again, rise, address the chair and be assigned the floor before beginning to speak.
7. After discussion of the assembly, the chair takes a vote, by saying, "All those in favor say "aye." Those opposed say "no".
8. Then announce the vote and say who is to carry it out if it is adopted.
REGARDING A RECOUNT:
Again, thanks for all your help. At our board meeting last night, the board discussed ordering a recount and agreed to do so regarding the additional ballot that was received but not counted. Our documents do not address having a recount. We were "informed" by one of our residents who claims to be a parliamentarian (he has not been appointed by our board in any capacity) that at a regular or special HOA meeting, a formal motion must to be made and seconded and then approved by the majority of those present in order for the board to order a recount. Does this sound right to you?
I would think the board would make that decision and inform the people that a recount will take place at such meeting with a detailed explanation as to what took place and the necessity for the recount.
Any help you can give me will be greatly appreciated.
Your member is correct. What the board needs to do is call a special meeting. (You really should handle this matter as soon as possible.) In the call to the meeting, explain to the members how a ballot was overlooked (or however you want to say it) and that in the interest of democracy, a member of the board will make a motion to recount the vote including the ballot that was not included in the original vote.
You might investigate if state law has anything about handling a recount for homeowners associations.
PS. You might want to ask your member if he or she is a registered or certified parliamentarian with either the National Association of Parliamentarians or the American Institute of Parliamentarians. If he or she is, then I would recommend asking him or her to be your parliamentarian. If your member is certified or registered that means that this member has passed a rigorous exam. Please make use of this invaluable resource in your community.
Please provide us with information for a Board of Trustees ability to appoint
a new Board Member to a vacancy created by a resignation from the Board.
Also please mention if this would be the same procedure should someone be
asked to step down from the Board and does indeed step down.
Thank you for your help
First you must look at your governing documents about this. Under the election of the members of the board, there should be a section that tells about filling vacancies. If you don't find anything there, then please let me know. Also it would be helpful to know who elects, and what kind of a Board of Trustees that you are.
You need to amend your bylaws if you have nothing addressing this issue. You also need a bylaw addressing the removal of board members for non performance of work. In our Home Owner Association Bylaws, it states that the board can fill a vacancy. However, it states that only the association members can remove a director, not the other directors. Our state laws have some what addressed this issue.
If you go by Robert's Rules then you will have to have another election to fill the board vacancy. The principle is that those who elect are the ones that fill vacancies unless you have rules that state differently. In a Condo Association you really need to give the other Trustees the ability to appoint vacancies from resignations. You also need to have a provision that if someone doesn't attend so many meetings in a row , the board members can declare a vacancy. Your position in running this Condo Association is very important and each member of the Board is important. You can't have a good administration with vacancies on the board.
PS. I hope you have carefully reviewed all your governing documents to see if this isn't covered somewhere. Perhaps you have an attorney for your condo association. If you do I would contact him for advice on this.
our organization is about to have its election of officers. They tell me in order to be eligible to run for office you had to attend at least six meetings in the past year, and be member in good standing. I disagree. I state you must be a member in good standing with no discipline problems. I believe it is illegal to post restrictions on members by insisting they have to have attended six meetings in the past year. All members in good standing should qualify to run for office. our response would be greatly appreciated.
Thank you for your response.
I am referring to a Condo Association located in New Jersey with 5 Board
The Public Offering Statement is silent on what to do if a Board Member resigns from the Board of Trustees. The Board felt that they could appoint a new member to fill out the remaining term of the Board Member that resigned.
What does Robert Rules say for this case.
There are annual elections that are staggered with 2 Board Members being elected by quorum vote one year and three Board members being elected by quorum vote the next year. Each elected candidate is serve two years.
Thank you for your help on this manner.
It may not seem fair that you have to attend for six meetings, but if it is written in your bylaws that you have to be a member of good standing and attend six meetings to be eligible for an office then you have to comply with that. If you don't like this provision, then propose a bylaw amendment that changes it and see if two thirds of the other members agree.
as president, a motion was made in which i ruled i would not entertain. the
motion maker challenged my authority to do so. at that point i turned over
the gavel to the v-p and took the floor and once i finished i called for
the question. there i feel is a grey area on if the motion to be made needed
a second or if the objection was to be voted on by a 2/3rd vote.
so actually, being the chair, are there provisions to do what i did and i
have since found out by another parliamentarian that the chair can actually
move, second and debate a subject.
The president has the right to make rulings concerning parliamentary law. That means if the chair feels that a motion is in conflict with bylaws, or other rules of the assembly, the chair can rule the motion out of order and give the reasons. However, the member can appeal from the decision of the chair. This motion takes a second and it can be debatable. In this case the chair states that , "It is moved and seconded to appeal from the decision of the chair. Shall the chair's decision be sustained? Is there any discussion? " Then the chair has the first right to speak by stating why the chair ruled the way the chair did. Then each member may speak once to the appeal giving reasons for or against the appeal. The chair has the last right to speak by stating again the chair's reasoning. Then the chair takes a vote. If a majority vote in favor of the decision of the chair it remains. If the members vote against the decision of the chair, then what the chair ruled out of order is in order. During this process the chair has the right to remain in the chair for debate and the vote. I would recommend that you get our book Webster's New World Robert's Rules of Order Simplified and applied. It has this fully explained in the book. Also our video All about Motions show this entire process in a meeting.