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Dear Parliamentarian Vol. 141 Feb. 2009

Dear Parliamentarian Vol. 141 Feb. 2009
Answers to your Parliamentary Questions
drvideo@comcast.net


"Dear Parliamentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.


Dear Parliamentarian,

 

    Our CCRs call for a yearly financial statement.  The By Laws call for the Treasurer to have an audit done at the end of each fiscal year.

 

    I believe our state laws confirm such disclosure as however a choice of the board of directors and if the association votes on whether to have this in place, then the majority rules.

 

    We have had some embezzlement problems out here before with $22,129,.00 extra and above board being signed off by only our past President against the quorum of the homeowners votes for a special assessment.  Not only that but this President did not even bring the extra $22,129.00 before the full board of directors for a full board vote.  HELLO !

 

    Now I have asked the current new board, that is finally voided of this past President, for the last audit done and they are giving me the run around.

 

    What do you suggest ?  What are the laws that mandate such disclosure to the paying homeowners ?

 

    I look forward to a timely response.  WHAT DOES ROBERT'S RULES SAY ABOUT THE IMPORTANCE AND NECESSITY OF AUDITS AND ARE THEY MORE SPECIFIC THAN THE IRS TAX RETURNS THAT THIS BOARD HAS SENT ME IN LIEU OF AN AUDIT ?

 

    Sincerely,

 

    Jane Jordan



 

Dear Jane,

First you need to check with state laws.  Our HOA law in the state of Washington has specific requirements for audits, but it has to do with how much assets the HOA has.  This is what Robert's Rules states: "When the amounts involved are very large and the reports complicated, or the organization's  contributors or others require it, it is desirable to have the audits made by independent certified accountants."  The book states that in ordinary societies or where the expense can't be justified, and then the financial reports should be audited by a committee.  After the audit is done it is to be presented to the members and vote on by the members.  As a member of the association you certainly have a right to ask about this and to have it presented at a membership meeting.

Did someone go to jail because of the embezzlement?  It seems to me that the board would want to have an outside firm audit the books to protect themselves and prove that the books are now being handled by honest people.

Parliamentarian

 

 

 

 

Dear Parliamentarian,

 

At an executive committee, a motion was made to request the president to secure the insurance certificate of an independent contractor.  The president refuses to ask the independent contractor for the insurance.  At a following executive committee meeting, a motion was brought forward to rescind the original motion.  It was defeated.  Now a board of directors meeting is coming up shortly and the independent contractor will be present.

 

My questions

-The president did not carry out the request of the motion.  What is the executive committee to do?

-Can a motion be brought forward to renounce the insurance need of the independent contractor?

-Can a member of the executive committee request that the independent contract leave the meeting?

 

Thank you,

 

MJ

 

Dear MJ,

First of all the executive committee as a whole has more power the the president.  If someone assigned to carry out something doesn't do it, then another board member who is favor of the adopted motion should carry it out.  So appoint someone else to ask for the insurance certificate or ask him to bring it to the meeting that he is attending.  I don't under stand what you mean by the second question. Please explain it more.  To answer the third question, "yes" you can ask him to leave the meeting.  He is a guest and not a member of the association. So therefore he can be asked to leave the meeting after you have discussed whatever you need to discuss with him.

The Parliamentarian

 

 

 

Dear Parliamentarian,

 

I am a member of a high school band booster organization.  We are looking at revising our bylaws.  I have a question for you on quorum.  The only thing it says in our current bylaws is "A majority of the members present shall constitute a quorum."  Could this possibly be correct?  You could technically interpret that to say if one person showed up, you have a quorum.  I am wondering if it was a typo and the original intent was "The majority of the members must be present to constitute a quorum."  It says in our bylaws that we are governed by Robert's Rules of Order, current edition (no year is give for edition or last amendment to bylaws).  It says in Robert's Rules that if the bylaws do not contain an actual quorum number, then according to parliamentary law, the quorum is a majority of the entire membership. We never have a majority of our membership present at meetings.   How would you interpret the quorum statement currently in our bylaws and what are the implications?  Can all action taken by the association be considered null and void?

A little history...  We have a small faction, president included, who are trying to push something through by appointing special committees that only represent one viewpoint and extending the original scope of the committee to not only investigate, but also carry out and propose amendments to the bylaws.  They are not willing to create a bylaw committee that represents all viewpoints and our bylaws need to be completely overhauled not only amended to suit the particular committees needs.

 

Thank you for your help in this matter.

 

Karen

 

Dear Karen,

 

You are correct that your bylaws say that it is majority of those who show up. I doubt that it was a typo.  It was probably written by someone who thought that the boosters  would not get many people at the meetings, so it was written that a majority of those who come to the meeting.   Or the writer could be given he benefit of the doubt because often people get “quorum” and those voting confused.  In this case, the proper wording would be that “All business transacted will be adopted by a majority of those present.”   

            A quorum should be the number of those that usually come to a meeting under the best of conditions.  Many organizations have the quorum number too high.  What I recommend is that you propose an amendment to the bylaws that fits the needs of the organization.   Some bylaws state a percentage of the members be present to constitute a quorum.  However, Robert’s Rules recommends using a specific number.  

            Right now you do have a quorum number.  It is improperly stated but it states, “A majority of the members present shall constitute a quorum.”   So all actions that have been adopted are valid.

            What you need to do is get people who think like you do to become active in the boosters and run for offices.  That is the way you will get change.

 

 

The Parliamentarian

 

To Whom it may concern:

 

I have been put into an awkward position recently.  I am a member of a Methodist church in Maryland.  There is a member that sits on the Pastoral Council  that been fighting Cancer and was looking for someone to sit in while she was going through treatment.  I have been asked by the Pastor to sit in her position until she feels strong enough to come back and make the meetings.  I believe that there is going to be a critical vote coming up soon that could come down to the removal of the Pastor.  In years past I was a Council President for the PTA and back then a person could cast a proxy vote for a person who could not attend.  It is my understanding that the Robert's rule does not allow this anymore.  The problem I have is that I do not share the same views as the person who was initially elected to the position.  She wants to remove the Pastor and I don't.  However, I feel obligated to vote on the Pastor's removal to hold her wishes and beliefs.  Is there another way I can do this?  I am new to the Methodist structure, and I don't know if they even recognized Robert's rule.  How can I vote on her behalf?

 

 

 

Dear Friend,

The first thing that you need to do is ask to see a copy of the bylaws if you do not have a copy.  I am not familiar with the structure of the Methodist Church.  Is the Pastoral Council like a board of trustee or directors that makes decisions or is like a committee that supports the Pastor?   The bylaws should provide an answer to this question.  Under Robert's Rules there is no such thing as someone "sitting in" for another person.  They are either a member of the Council or not a member of the Council.  Often times bylaws have provisions that if someone is not able to do their work, attend meetings, etc. the governing body can declare a vacancy and replace that person.  I know that this might seem cruel under the circumstances that you just described, but it really is a blessing for all until the person is able to participate.  Unless the bylaws give the right to have someone sit in for another, you really have no rights at all.  You are an observer.  There are no proxy votes or proxy positions under Robert's Rules and I doubt that the bylaws provide for such a position.  So if you continue in this role you have no right to make motions, vote on anything or really discuss anything unless the Council asks for your opinion.  The wisest thing that could happen here is to have those that have the power to remove this person from the position and appoint you to fill the vacancy.

As a member of a church myself, I know that this is a very touchy situation.  When helping churches with their bylaws, I suggest that they provide for such an event as this, by putting in the bylaws a provision that if a person misses so many meetings that a vacancy be declared and then the vacancy be filled.  By having this provision in the bylaws it takes personality out of it and every one knows the rules so this makes doing this easier.

And one final comment.  The person can't vote on this motion unless she comes to the meeting.  The only way someone can vote by proxy is to have this provision in the bylaws. Proxy votes is a provision for stock corporations or where people own things in common like Condo and Homeowner Associations.  I have never heard of it being used in a church.

Best wishes,

The Parliamentarian

 

 

Hi - can a meeting refuse a notice of motion?

Monica, Nova Scotia



Dear Monica,

Will you give me the example of the type of notice that a member was trying to give:  was it previous notice about a bylaw amendment, or to rescind or amend something else that was previously adopted?  Could you tell me why the presiding officer or the members refused to allow it to be presented?  

 

The Parliamentarian

Dear Parliamentarian,

This is for our parish agm on March 4.

Our parish is the combination of two earlier-existing parishes, which can legally un-combine by virtue of a motion at a meeting of either pre-existing parish.

 

One of five churches in the combined parish wants to present a notice of motion at the March 4 2009 agm to say that at next year's agm (we usually meet once a year)  that it, i.e. that single congregation, plans to present a motion (in 2010) asking the diocese/bishop to consider re-aligning it with the other half of the combo in the event the parishes split from the existing combination to become two again.

The request is for consideration, and is conditional upon the existing parish being split.

 

That is, in other words, church W is now one of three churches in parish P, which is combined administratively with parish R. If R and P break up, as is suggested by some and is being examined, W wants to become part of R rather than remain with P. They fear being closed if they remain as part of P.

 

Those opposed to the notice of motion says it is inflammatory and retaliatory.

 (allegedly for a 2007 motion from church G, within parish P, suggesting that W close, G re-align with a third parish, and that O, a third church within P, also re-align with yet a fourth parish. G offered no suggestion either for or to R.

R is made up of two churches that cannot survive financially on their own.

There was no notice of motion for the 2007 unilateral decision of G. Some says it's out of order.)

 

Those in favor of the notice of motion says a notice of motion in this case is polite, correct, and moves the dialogue forward towards what both P and R need and want.

 

Are you confused? I am.

I predict a motion to refuse of the notice of motion, and can find no precedent either way.

So, is it legal?  Moral?!!?

 

 Monica

Dear Monica,

Under parliamentary law, previous notice of a motion a year away is not correct.  The rule is that something can only be carried over to the next meeting if it falls within a quarterly time interval.  If the members want the motion to be brought at the next annual meeting they have a right to put this previous notice in the call to the meeting letter that the secretary sends out to all the members.  The other thing that could be done is for someone to make a motion at your March meeting to realign it with the other parish and then immediately refer it to a committee to be brought up at the next annual meeting.  Under parliamentary law, this is the only way an idea can carry over to the next annual meeting.  Then it will come up under committee reports at the next annual meeting.

Hopes this helps

 

The Parliamentarian

 

Dear Parliamentarian,

 Is it out of order to start a meeting without first adopting the agenda by a vote of the assembly? Or can the chair just adopt the agenda with out a vote?

 

Thanks,

Mick Roark

 Dear Mick,

Could you give me more information about your question about adopting an agenda?  In most organizations that meet quarterly, or unless it is a customary practice of the organization, an agenda is usually not adopted.  When we get this question, it usually has to do with politics going on within an organization or the president is not allowing members to present legitimate business (motions) during a meeting.

The Parliamentarian

 

Hi Janet,

Our general membership meetings are conducted pretty much in this order:

Meeting called to order

Pledge of allegiance

Approve minutes from previous meeting

 

Committee reports

Old business

New business

Open forum

Motion to adjourn

 

I guess my question is this:

In the past when a member wants to have something placed on the agenda during the meeting, the president has stated this is out of order and has instructed the member to have the item put on the next meeting agenda.

What procedure or motion (s) should be used to get an item placed on the agenda during a meeting and when during the meeting should the member use a procedure or motion?

Thanks,

Mick

 

 

Dear Mick,

First of all, the president should always ask the assembly is there any new business?  That is the right of every member to present new business in parliamentary law.  What I would suggest is at the very beginning of the meeting, rise to a parliamentary inquiry and ask if the president will be allowing members to present business under new business when that appears on the agenda?  If he states no, then that person should rise a make a motion to add his motion to the agenda under new business.  It sounds to me that your presiding officer doesn't understand the principles of conducting a meeting and that members have the right to bring forward business.

The Parliamentarian

 

 

 

 

Dear Parliamentarian,

I have a question regarding the election of BOD members at our annual meeting.  I have been told that the only individuals who can vote for the election/re-election of the officers are those individuals who actually attend the meeting.  Those proxies that are sent in can only be used for voting on other official HOA business.

 If you can please let me know exactly how this is handled I would appreciate it!

 Thanks!

 Amanda Palmer

HOA BOD

Dear Amanda,

I would have to see your bylaws, covenants and state laws concerning HOA's.  Usually members allowed to have the proxy holder vote for officers.  It all depends on how the governing documents are written.

The Parliamentarian

 

Dear Parliamentarian,

 

Is there any thing explicit in Robert’s Rules as to the timeliness in sending or having minutes that would have to be subject to corrections and omissions available prior to their official acceptance at a next regular meeting—simply should they be available prior to the Board’s accepting them by member of the organization?

 

 BOB GROSS

 

Dear Bob,

In Robert's Rules there is no provision for members seeing the minutes prior to approval.  Some organizations send out the minutes for members to review before the next regular meeting, but that would be a standing rule of that organization.  Robert's Rules doesn't particularly smile on this procedure because uncorrected minutes are in the hands of the members.  Unless members make correction to their minutes at the meeting, then uncorrected and unofficial minutes are floating about the organization and could cause confusion as to what are the correct minutes.

Under most non profit law and condo/association law, there is no provision for seeing minutes before they approved because they are not considered the legal document of the organization.  State laws usually state that members have a right to see the records of the organization by making a request through the secretary and at a reasonable time.

The Parliamentarian