Dear Parliamentarian Vol. 125 August 2006
Dear Parliamentarian Vol. 125 August 2006
Answers to your Parliamentary Questions
"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.
The Souris Valley Humane Society (SVHS) recently voted to change the
term length for board members and election procedures for interim
board members (see below).
* TERM OF OFFICE:
o CURRENT: All board members are elected for a 3-year term.
o PROPOSAL: Reduce the terms of office for a board member
from three (3) years to two (2) years for officers and one
(1) year for non-officers.
o CURRENT: Board members elected by the board to fill a
vacancy serve the vacated member’s entire original term.
o PROPOSED CHANGES: All board members must be elected by the
general membership; board members may appoint an interim
member to fill an open seat, but the interim member must
run for election if so desired at the next annual meeting
to fill a permanent seat.
Our bylaws currently state:
ARTICLE XI – EFFECTIVE DATE
These by-laws, effective upon their adoption, supersede all former
by-laws of this Organization.
Our annual election is in a few short weeks and we are not certain how
the new changes affect those board members currently in place. No
effective date was specifically assigned to these changes, so would
they default to our basic bylaw of immediately? If you were originally
elected for a 3 year term, does that term length apply to you or the
newly approved term length? Do the current interim board members need
to be reelected by the general public at our meeting or will they
serve until the interim period is up and then fall under the revised
I hope that I make sense in this request. I have copied in our
Secretary, too. I would appreciate a response as soon as possible, as
our election is in just a few weeks.
We definitely plan to order your by-law brochure, too. Sure wish we
would have had it before this last meeting!
Thank you for writing. I am researching your answer right now. First I
have a question for you. I do not know how Humane Societies are set up.
Are you under a parent body--like a national organization? Or are you an
independent entity incorporated in the state in which the society
resides? It would be helpful for you to answer these questions before I
Thanks so much for your response. I will answer it as best as I can, and attach a copy of our bylaws if you need them for assistance. We are not under a national organization, nor are we supported by any form of government. We are a private, non-profit organization.
I hope this helps.
Are you incorporated as a non profit?
Then you need to look in your corporate code for this answer. Under Robert's Rules, it would effect the current board because bylaws take effect immediately unless a proviso is adopted that states a different date or addresses the current officers.. However, state law supersedes Robert's. Our Non profit Code in Washington states that a "decrease in the term shall not have the effect of shortening the term of any incumbent director." Often these statements in codes are from a universal code that the state legislature adopts. So look at the non profit act that you are incorporated under and see what it says about this.
David Robinson wrote:
Hopefully a simple answer to a sensitive matter.
We are a small non profit operating with a volunteer board of directors. Recently one of the directors passed away. Do we continue to carry the name of the deceased on the agency stationary noting he is deceased until his term expires or, is it typical to remove his name with the next printing of agency stationary? Our code of regulations does not specifically address this type of situation.
Thank you or your timely response.
. I hope that you have filled this vacancy immediately. It would then seem right to put the new board member's name on the stationary.
Rebecca Vizcarra wrote:
I just discovered your site last night, and found it to be quite
informative and applicable in my current sitution as President of our
Staff Senate. While I have been on the Senate for the last four
years, and served as Vice-President for two of those years, what I
have taken over is a mess. Why? The President stopped coming to
meetings about a year ago. He stated that he was having some personal
problems and needed time away from the group. He even stated that he
was going to resign. His resignation was never received so we have
been limping along nevertheless. We had our board elections last week
in which I was voted in as President. Now we are voting on the Vice-
President's position. The floor was open for nominations, and one
nomination was received and seconded. No further discussion occurred,
and no objections were raised. I asked for a voice vote with Aye or
No. A member stated that she wanted to abstain her vote. Is this ok
considering the vote was aye or no? Another note is that our by-laws
do not reference abstaining a vote.
Any advice you can give would be greatly appreciated.
It was out of order for the member to rise and say she was abstaining from the vote. All she had to do was to not say either "aye" or "no." Robert's Rules states that members are not to explain their votes. In essence she wanted the others to know she was abstaining from voting on this nomination. The next time this happens explain to the members that in taking the vote the chair only asks for the the "yes" and "no" votes and not for abstentions. If the members want to abstain they simple do not vote. I am sure that this information will help clarify the air. If you would like to educate the Senate, at the next meeting, let the members know that what you have been told. That will stop anyone in the future from doing this.
This a homeowners board of directors meeting and all residents have been notified of such.
We live in a gated community with a board consisting of 5 members.
I have tried to research the RCW's but can't find out anything one way or another. I know that in the past, the secretary has used a tape recorder to help write the minutes but I am trying to ascertain if a resident can also tape the meeting and what code that would come under.
Thanks for your help
There is nothing in state code about recording the meetings. I have a booklet put out by CAI. There is an article about tape recording the meetings written by an attorney. He said he didn't see anything wrong with a member recording an open meeting as long as they were doing it openly and the members knew that they were recording the meeting. He wrote it would be wrong to record anything that is done is executive (secret) session. He also mentioned that a friend attorney did not agree with him. I personally do not see anything wrong with it, but I would be sure to have the secretary's tape running at the same time. I wonder why the member wants to tape the meeting, or is that another story.,
JC Van Ginkel wrote:
i have a public board that casts votes based upon the population of their respective cities. a 10 member board that carries 101 votes. in august the chair joined the minority and announced a 4 - 4 tie, (based on # of hands in the air) and then stated the motion fails. The meeting adjourned. The mistake in counting votes based on population (which would have resulted in a 68 - 25 passage) was not immediately raised. what is the appropriate procedure to correct the error at the next board meeting in Sept?
thanks for your thoughts.
j.c. van ginkel
In Robert's Rules of Order Newly revised, it states that a point of order can be raised at any time which concerns breaches of a continuing nature. See page 244 of the 10th edition. Since this vote was in violation of your rules, a point of order can be raised at the September meeting (after the minutes are read or when the chair asks for corrections) and state the fact that the motion did not fail, but was adopted because of the number of votes each board member held. However, I might point out that since each board member holds varying votes, the chair needs to take the vote by a different procedure than raising of hands. I would suggest by a roll call vote. That way they can be recorded correctly in the minutes.
Is there a record of how each member voted when raising hands? It might be hard to prove how each member voted unless you have in the minutes the names of the board members voting for and those against.
Rosie Cerwin wrote:
Hi The Parliamentarian,
I have written to you before with a question about Robert’s Rules … and you were so helpful to me … Thank you … I now have another question for you … this one is regarding the President voting on a Board of Directors for a condo complex … In my complex we have two buildings I and II and HOA (the clubhouse, pool, pond, garage) … I am the President of the Board of Building II … we are going to be in negotiations with Building I to hire a combined Property Management Company …. I expressed to the Building I President (Mike, who is also President of HOA) that we as President can’t vote … the only time we can vote is to make or break a tie … the decision is for our Board Members to decide … Our responsibility is to inform them of all the information needed for them to brainstorm through and make a well thought out decision based on all the information available. … He now has informed me that Building I has never adopted Robert’s Rules and that they follow Parliamentary Procedures … I am not familiar with Parliamentary Procedures … please help me with their voting rights …. Does a President following Parliamentary Procedure get a vote?... any suggestions on properly conducting a combined meeting when we interview our candidates or when the two boards get together to decide on what management companies we want to invite out to give us their presentation… Do you foresee any problems conducting meetings together? ….. PLEASE HELP!
Thank you kindly in advance for your advice …
Rosemarie D. Cerwin, Office Manager
General parliamentary procedures usually have the same rules as Robert's Rules. However, I would like to point out to you in Boards of less than 12 members the president of board can vote unless you have rules that state differently. I don't know what book of Robert's you have, but you will find this under Board meetings. It is at business meetings with the entire membership that the president usually doesn't vote. However, he may vote with the members when a ballot vote is taken.
Dear The Parliamentarian
Our city is having a boo night Halloween they are wanting our aerie to join in
and open our aerie for this event.
When i was a member of the moose organization once a year we had open house
for the community to come in and see what we were all about.
and what we had to offer the community, we picked up quiet a few more members
What l am trying do is keep everything legal since we are a private club.
is it legal for us to do this
Thank you .
Look in your bylaws. Do they preclude this kind of activity for acquiring members? Also look at the object of your organization or its purpose, if this fits into its purpose then it is "legal" for you to do this or at least present a motion to do this.
We will most likely need your services. If you would answer one question that is of upmost importance, would be greatly appreciated.
I have recently moved into a Community newly formed, only two of the Board members have been in Associations. We need to implement some RULES and REGULATIONS i.e. walking dogs, grass cutting etc. In my previous Assoc, the Board set some rules and the Board voted, printed them off and mailed to Homeowners. I have suggested that we do same her but there are members of the Board that insist that the Community vote on the Rules & Regulations. I have explained the only time the Community at large votes on any changes, is changes to the Covenants, otherwise we would be seeking votes constantly. Would you confirm whether I am correct or do we seek approval or is this why the Board was elected????????
Rules and Regulations must be adopted by the members and not just the board members. We have just gone through this with our association. The Board can write them but the association members must adopt them. Remember we still live in a country where we have the "consent of the governed." You can't expect people to follow rules that they haven't had an opportunity to discuss, amend and vote on. If the board adopts these rules without the membership input, you will have a rebellion on your hands. The more you solicit membership involvement in governing themselves the more harmonious your neighborhood will be.
PS. Here is another solution. Why don't you ask the members of the association if they want the board to write the rules and enforce them or if the members want to see the rules, discuss and vote on them. Some associations may not care that the board does everything. Other associations don't want to the board to do everything. So get feed back from the homeowners themselves.
Xav Green wrote:
I am a leader in my organization here is my situation:
In RONR when it comes to reconsidering a motion it states that only
someone on the prevailing side can move to reconsider a motion.
Quest 1 when it comes to rescinding a motion RONR is silent. Am I to
assume that anyone can move to rescind a motion?
Quest 2. If anyone can move to rescind a motion, would not that create
chaos because disgruntled people will move to rescind a motion from a
previous meeting and take the meeting hostage. How can this be
Quest 3. What is an orderly process to get a motion to be rescinded?
There is proper procedure for rescinding a motion. It is usually not done at the meeting that the motion was made but at a later meeting. The motion to reconsider is used at the meeting that the motion was made. Now there are certain rules concerning the motion to rescind. Anyone can make it. If action was completed that possibility can't be undone, then the motion to rescind is out of order. For example, the members voted to give a $50 donation to the Humane Society and the check has already been mailed,then it can't be rescinded. However, if the motion was to give a $50 donation yearly to the Humane Society then it could be rescinded which would stop any future donations.
If a member moves to rescind a motion at a meeting in which no previous notice has been given, then it will take a higher vote than a majority to adopt. This protects the rights of the absent members. The vote required in this case is a two thirds vote of those present and voting or a majority vote of the entire membership, whichever is easiest to obtain.
The best way to handle the motion to rescind is to give previous notice that you are going to make the motion at the next meeting. It can either be given verbally at the meeting or put in the notice of the meeting. I prefer the later method. This way all members are notified and can decided how important it is to them to attend that meeting. With prior notice it only takes a majority vote to adopt.
Xav Green wrote:
Hi The Parliamentarian:
This is Pastor X. Green. I believed we talk on the phone at length
some time ago. I read the first ed. of your book and loved it. It was
easy to read. I have reviewed a number of books on parl. proc. and
found your book the most user friendly. And also because you were so
helpful to me on the phone, I ordered 38 copies of the second edition
for training at my church. Thanks you for the FREE response to my
questions on parliamentary procedure. The NAP wants a fee.
Now, in regards to the information on rescind a motion. Your info. was
extremely helpful. Now what if the chair think it is an unreasonable
request? Can the person move to rescind a motion without the
permission of the chair? Also can the assembly decide on a procedure
for request to rescind a motion. In church I am just scared that any
member will just get up and move to rescind a motion. :)
Thank you for buying our book for your members. Let me say this. I have not heard of people misusing the motion to rescind. The two most misused motions are a form of close debate and lay on the table. In rescinding a motion, as I previously stated, is that a motion can't be rescinded if it has already been carried out or is impossible to undo. In this case the presiding officer would rule the motion out of order. Again a motion to rescind a motion adopted at a meeting would also be out of order because the motion to use would be to reconsider the vote, and only a person who voted on the prevailing side could make the motion. That certainly prevents a misuse. Finally, because of the previous notice requirement to have a majority to adopt, it is difficult to rescind something. The chair should know this rule and state when the motion to rescind is made without notice that it will take a higher vote. I have discovered with these restrictions and a well informed chair and membership it can't be abused.
I know of one time the motion to rescind was used to over turn something and was adopted because the presiding officer did not know the higher vote rule without notice. But at the next meeting the president ruled that the motion to rescind adopted at the previous meeting was null and void because it was adopted by a majority vote. Those who wanted to rescind then had to give previous notice and bring it up at the next meting. So you see there are many protections concerning this motion.
The most important thing that you can do is train your members well in both the principles of parliamentary procedure, ie the democratic process, and the actual procedures, and you won't have problems. I have found in my own church that members are well informed and when they have a question they always ask me for help or we look it up in the book.
I placed a voice message on your telephone advising that I would send you this E-mail.
As a brief history, we live in a 55 plus park with 231 residents presently. These are mostly individual homes with some duplexes. We have an ongoing situation with the developer where he has done as much as he can to maintain control, especially financial, of the park. We have a Home owners Association, under Idaho Nonprofit Corporation Act, with articles of incorporation, by laws and CC & R. The developer has maintained control for many years of the association by being successful in electing people to the board of control as well as being on the board himself and his company employed by the association to manage the park, of which his daughter is the manager.
We (that is something over 50% of the residents) have been very active the past 6 months in an attempt to make necessary changes to the above power structure. Keeping in mind that currently it is his people on the board and the by laws mostly written in his favor.
We also have a Social Club for the park which has their own set of by laws. Among other things the social club manages the club house and produces a monthly news paper to the residents. They also schedule and have the access to the new comers and many other residents who participate in recreational activities at the club house. The social club has annual elections for 5 officers for the Social Club. This election is in July, the last scheduled meeting for that purpose was July 26th. We determined that it be very important for the concerned members to elect officers to this organization, other than those proposed by their nominating committee. By having control of the Social Club we will gain some political clout in the park, via the news letter as well as access to the new comers in the club house. Further, by way of information, the developer, though his surrogates, brought a law suit against three members of the former Home Owners Association board members, as an intimidation just prior to the election in June and was thereby successful in getting his candidates elected to the Parks Board of Directors.
With this background information here is the current situation re: the social club election. A meeting was held, the presiding officer was the former secretary since the president and vice president had resigned. The order of the meeting as outlined in the bylaws is as follows: Call to order, Quorum determination, Read minuets, Treasures report, Committee reports, Unfinished business, New business and Adjournment. Our plan of action was to make a motion that any member who was party to the lawsuit against the former board members and thereby the members of the association, by their actions as plaintiffs to the suit, be disqualified to be candidates for office of the Social Club. Since their actions are directly contrary to the purposes of the social club etc. Four of the nomination committees candidates are plaintiffs to the suit, which is still spending.
The meeting was in the Committee Reports stage, having received two committee reports and having asked for the nomination committees report. They then attempted to move directly into nominations from the floor, at this point. Our representative rose to make our motion to disqualify the committees nominees as stated above at which time the assembly became uncontrollable. The acting chairman adjourned the meeting and left the hall. There was no motion from the floor for adjournment, no second and no vote.
Our contention therefore is that the meeting of July 26th is still in session? This is important in that they are calling another meeting on Wednesday the 9th of Aug. We do not know if they are attempting to call this a new meeting or a continuation of the July 26th scheduled meeting. We had about 25 signed proxies for voting for that meeting which we filed with the acting secretary before the meeting of the 26th was called to order. The opposition is now collecting proxies for the up coming Aug 9th meeting. We contend that the meeting on the 9th is a continuation of the 26th meeting and therefore the proxies had to have been filed with the secretary prior to the meeting being called to order at that time, per the by laws.
Please advise your thoughts on the *status of the July 26th meeting, and what course of action you would recommend for us on the Aug 9th meeting?* We will have a small group meeting on Wednesday morning to map our strategy for the meeting Wed. evening. Perhaps we could do a speaker phone telephone call at that time if you were interested in advising us and available at that time.
Please respond to this E-mail your preliminary thoughts.
Clarence F. Kast
Robert McConnell wrote:
Were the members rowdy at the last meeting? And was there a great uproar when you made the motion?
There is a great division in the park so any motion that is offensive to either party produces a great uproar. For instance in the beginning, one member requested time to explain why her husband resigned as president of the social club, when she tried to explain that he did not want to be party to an organization that sues it's members she was shouted down by the plaintiff members and could not continue with her explaination. I suspect that if we follow our plan at the up coming meeting there shall be much upheaval.
Normally a chairman of a meeting can't adjourn a meeting without a motion to adjourn and a vote. However, there is one exception and that is when a meeting is in a complete uproar and uncontrollable, then he can adjourn it. It seems to me from what you are saying is that this rule applies to your meeting. In that case, the next meeting called is a new meeting and everyone will need to go get proxies for that meeting.
May I suggest that someone in your group who is not on any side act as a mediator. If these things are not solved who knows where this explosive situation will end. Is there any one that can appeal to both sides or get an outside impartial person, like a parliamentarian, to come in and help resolve the conflict? There are parliamentarians who will even conduct a meeting. Perhaps that is what you need here.
Is there a time limit for Commissioners to speak? We have one very long winded gentleman who some how got off the agenda and spoke for almost an hour. The Chair, the Director, 5 other Commissioners allowed this to go on and on. Nothing in our by-laws states a time limit for Commissioners to speak to one another. Can I do something about this waste of time? Thanks for any help.
Commissioner in Colorado
Yes, there is something that you can do. When the commissioner gets off topic you can say "call for the orders the day" or "point of order". Both of these can interrupt a speaker. In this instance, "Call for the orders of the day" means to get back to the motion being discussed. To raise a "point of order" you would state that the member has deviated from the topic and will the chair please ask the member to get back to the topic. Another thing that you can do is propose a rule of order for debate. In small boards there are no limits to debate, but in a case like this where one person is monopolizing the discussion that would be helpful. The other thing that you could do is suggest that the chairman buy our book, "Robert's Rules of order Simplified and Applied.' It will help that person conduct the meeting.
Another thought. Have you thought about talking to the chairman on how to control debate. It is the chair's duty to keep the member on subject. The chair should have asked the member to get back to the subject and certainly after twenty minutes asked the person to sum up his remarks so others could speak. It sounds like both the chair and the members need some basic training in meeting procedures. Did you see on our web site the link that says the "perfect one hour meeting?" You may not be able to have one hour meetings but it will give you some idea how to cut out the waste in your meetings.
Mary Hills wrote:
As a member of the Board of Trustees at 4 Seasons Ranch in Port Angeles, WA, I have a question on something that you stated on your web site:
Since we didn’t get to ratify neither the budget nor vote on the assessments, the board had no business charging us. I then found that the state codes allow 10% of the members to call a special meeting. Our bylaws state that it takes 25% of the members to call a meeting. But state law prevails. In working with the neighbor that gave me the bylaws, I composed a letter and designed a petition to call a special meeting to ratify the budget and vote on the assessment. Together we got one third of the member to sign the petition in a few days. Many of the people who live here are renters. Many weren’t home when we knocked on doors.
Our attorney told us that our bylaws prevail over state laws if the bylaw exceeds the state law. Only if our bylaw was weaker would state law prevail. Is your statement only in regard to petitioning for a special meeting, or are you talking about all bylaws in general?
Could you please comment on this? Thank you for your consideration.
4 Seasons Ranch Maintenance Commission
I would go with what your attorney says until proven otherwise. We are not attorneys here. We have been trained that there is a ranking of laws but as you know there are always exceptions, Even when cases go to court, one court can over rule another court.
Mary Hills wrote:
Thank you so much for your quick reply. It is very much appreciated!
We are in the process of reviewing our bylaws now. They were written up in the 60's. Our attorney told us that they were good bylaws, but there was just some adjustments that we could bring up to date.
Some of us would like to see the use of proxies completely done away with in favor of mail-in ballots only. Others like the old ways of one or two people canvasing for proxies and bringing in sometimes in the 10's and it being a blank proxie a blank (generic) at that. We also questioned using proxies to make up a quorum at the meeting. Seems that a lot of absentee voters rights were being abused even though they felt confident in the person that they were giving their proxy to.
My wife and I are 3 yrs. new to the Homeowners Association business and of course, the newbie’s get on the Board because we have such high expectations for everyone. What a surprise!
Anyway, interesting. Thanks again for your insight.
We certainly could help you with your bylaws. That is something that we do all the time.
Now about proxies and mail in ballots. The HOA act states that HOA’s must have proxies. However, I was told that if a HOA was incorporated before the act then the act does not apply to them. You might want to ask your attorney about that one. If this is the case, then the Washington Non profit code states that to have proxies it must be in the bylaws. So then you would have a choice on whether to have them in the bylaws or not. But let’s look at some of the pros and cons about proxies.
1. They allow people to have a voice by proxy. They also ensure that there will be a quorum for meetings if proxies are counted in the quorum. If you have proxies then you want them counted in the quorum. We have found that if you don’t allow for this then you may not get a quorum and have no meeting. This then allows the board to run the association.
2. Use a limited proxy instead of general proxy to allow members to have a say. One of the con’s of proxies is that if it is general then it allows the proxy holder to have more influence on a subject then those not holding proxies. A limited proxy tells the proxy holder how to vote on a subject. The proxy holder must do as instructed.
3. Another problem with proxies, and this also includes mail in balloting, is that those not attending the meeting can’t hear the discussion. Discussion should inform the members and help them to decide how to vote. Often discussion changes peoples mind and the right out come for the organization is achieved.
4. If you have mail in ballots may I suggest that you have all the members vote by mail in ballots and not just those absent. It makes it easier to count. I think this might work well for the election of board members. If you decided to do this provide a provision that states that each nominee write a short paragraph about himself and what he wants to accomplish. That way the members will know who they are voting for.
The state of Arizona has adopted a new law replacing proxies with absentee ballots. But again, those absent can’t hear the discussion. A solution would be to have pros and cons of issues sent with the ballot. These problems in HOA’s certainly give us something to think about when deciding HOA governing procedures and how to keep the democratic process.
The best solution is to get all the homeowners involved in governing themselves. They need to know why it is important to attend meetings and to be considered for office.