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Dear Parliamentarian Vol. 133 April 2007

Dear Parliamentarian Vol. 133  April 2007
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.


CClaraLee@aol.com wrote:

How is a three way tie for president broken during the election process in an organization?

 

Can a president call in to the body that is assembled and ask that 1-1/2 hours be granted so that he can make the meeting to preside over the elections.  The by-laws does not cover this.

 

Connie

Dear Connie,
    Usually the body keeps voting until someone is elected.  
    Now to answer your second question.  The members present would have to make a motion to recess for an hour and half until the president arrived.  It takes a majority vote to adopt this motion.

The Parliamentarian

 

 

AnaMRoque@aol.com wrote:

Dear Parliamentarian:

 

I am not sure this is the email line to send you questions, in case it is, this is my question:

 

I belong to the Women's Council of Realtors, a professional organization that holds Governing Board meetings every month.

 

Last month, the Secretary took the minutes and sent them to the President by email before presenting them at our next meeting.  The President changed the entire content of the minutes.  The secretary emailed the president that she did not agree with the changes made, that they did not reflect what had transcended at the meeting and she was not going to sign her name as responsible for those minutes.

 

The President emailed her back

 

"Following the question that you raised in your email regarding how to handle the minutes, I have long time experience with different associations and from my knowledge, the President always is the one responsible for the final draft of the minutes which are then presented to the board members at the time of a meeting. Being fairly new to the Women's Council of Realtors, I asked clarification to our Parliamentarian and Bylaws committee Chair ----------------. Her answer is as follows:"---------------- stated that it is at discretion of the President to present the minutes for review by the board members. At the Governing Board Meetings members have an opportunity to make corresponding changes. All changes have to be attached in an addendum form to the minutes presented by the President. The Secretary’s role is to prepare the minutes based on the best of her notes and recollection and have them sent to and corrected by the President."
Another point was made regarding the timing of the presentation of the minutes to the Board members. -------agreed that sending the minutes for review prior to a meeting is an optional courtesy from the President but not required by the bylaws nor standing rules.

 

I appreciate your help in this situation.

Dear Ana Maria,
    Yes, this is the place to e-mail us about parliamentary questions. In all the organizations that I have been a member of except for one, the president did not request the minutes to review before they were presented to the assembly. The one exception was in a group that studied parliamentary procedure of  registered parliamentarians.  I was a student member of the group and elected secretary.  The president  reviewed my minutes to be sure I was doing them correctly not to change content.  I learned a great deal about writing minutes from her and subsequently have taught others about writing and taking minutes.  If you notice we have a instructional manual on the very beginning of our web site, parli.com about all the ins and outs of writing agendas, taking, minutes, and approving the minutes, the package is called "McMinutes."
    The very first principle of writing minutes is that it is not a forum for someone's personal opinions about what happened at the meeting.  The person writing minutes should be honest and present accurately what happened not necessarily what members stated in debate.
    If there is a disagreement about what happened at the meeting, it is for the members to decide after they either hear or read the minutes and the president asks, "are there any corrections?"
    I would recommend that your secretary buy our book, Webster's New World Robert's Rules of Order Simplified and Applied. She will find a section about writing the minutes.  She and the president need to review it and follow the procedure in the book. That will then put an end to this conflict.
    Please ask your parliamentarian where she got her information.  Does your organization have adopted rules that state that the secretary is to send them to the president?   In my research I have not found anything that supports this in my parliamentary books.  This practice is not a common practice in parliamentary law. However, it may be a common practice in your area. If it is a common practice, the members always have the final say.
    I found this quote in "The Standard Code of Parliamentary Procedure" by Alice Sturgis, 4th edition, page 198, "The elected secretary, working under the direction of the president, is responsible for taking notes on all actions at business meetings, preparing minutes from these notes, reading the minutes to the assembly, recording any corrections, and certifying the minutes by signing them when they have been approved by the organization.  If a verbatim record is taken, or if the meeting was tape-recorded, the secretary uses such sources as an aide in preparing the official minutes, but is responsible for the completeness and accuracy of the minutes.  This responsibility cannot be delegated.
    "The members of an organization or board are responsible for pointing out errors and approving the minutes."
    This authority was the only one that I found "under the direction of the president."  It doesn't say what "direction" means but the president doesn't have the authority to do what your president has done unless it has been given to that office in the bylaws or rules adopted by the members.
    I hope this helps to clarify and not cause further dissension.  The most important point for your group is to have the secretary and president bring a harmonious resolution to this so that there will be no division or dissension which could cause worst problems.

The Parliamentarian


 

 

 

Dear Sir,

Our officers were elected recently and there may be a possibility that one member may resign.  If that happens, must we nominate again, vote again?  This is for a band booster club and officers were elected in April and installed end of April.  can you advise what we need to do if member resigns now?

Thank you, Dawn Yeargin

Dear Dawn,
    Often bylaws state the procedure for filling vacancies.  Look there first.  If there is no procedure in the bylaws you will have to have another election which means nominations and a vote.

The Parliamentarian

Yeargin, Dawn wrote:

 

 

Shawn Hilvers wrote:

Sir,

 

As one of the board of directors, I have volunteered to update our bylaws.  I am using your information that you have on your website, but still have a question.  Reading through other associations' bylaws, I notice that they penalize those who are delinquent in payment of dues or other money owed to the association by taking away their voting privileges.  The question:  When a vote to change  bylaws or covenants requires a majority of the then property owners of record, should the property owners not in good standing be counted toward the majority required?  For example, we have 55 lot owners.  So the required majority in our case would be 28 votes to change a document.  If two lot owners are not in good standing,  would that make the majority required 27 out of 53?  The reason I'm asking is if the owners not in good standing wanted to vote no to a change, it is possible their status of owning the lot might still count in the vote, even without payment of monies owed.

 

Any help is appreciated.

 

Sincerely,

Shawn Hilvers

 

Dear Shawn,
    We just recently went through this ourselves with trying to change the covenants.  The covenants usually have one vote requirement for changing them and the bylaws another.  If you send me the exact wording from each document on the vote count to amend them, then I can tell you.  In our case, the covenants are worded in such a way that it has to do with lots and not the owners.  So it didn't matter if they had paid their assessments or not.  Usually the bylaws in HOA'S are easier to amend and may state that non payment of members forfeit's voting rights.  I would need to see the documents to give an opinion.

The Parliamentarian


Hubert Flomenhoft wrote:

Dear Sir:

 

A motion was put on the floor at a special meeting to permit the dues-paying members of another country club in our community to use our golf course at no charge this summer while their course is under renovation. The motion included the condition that our members could make tee-time reservations one day before the members of the other club could make tee-time reservations. I made a motion to amend the motion on the floor to add the condition that an agreement be established between the two clubs for dues-paying members of both clubs to be able to use both golf courses at all times. After a bit of negative commentary from the President and other board members, the parliamentarian ruled my motion out of order. I did not contest the ruling, but, later, asked the parliamentarian the basis of his ruling. His explanation was that I had "changed the substance" of the original motion. Another person, a lawyer, said that I had "changed the character" of the original motion. I know of no mention in Robert's Rules about changing substance or character, as long as the motion to amend is germane and does not raise a new issue. What is your opinion?

 

Hugh


Dear Hugh,
    Send me the exact wording of the main motion and the exact wording of your motion to amend, and then I will tell you what it think.

The Parliamentarian

PS.  it sounds like you made a substitute motion which would be in order.  But let me see the exact wording.

 

 


Hubert Flomenhoft wrote:

The Parliamentarian,

     Background-- There are two country clubs in our community, The Eastpointe Country Club and the Eastpointe Golf & Racquet Country Club. We are at the latter club. There has recently been hostility toward a number of persons who left our club and joined the Eastpointe Country Club and acted in a way that was damaging to our club. There was recently an attempt (for the third time) to merge the two clubs, which failed once again. Because of this hostility, the Board of the Golf & Racquet club (ours) called the special meeting and put it to a vote of the members to allow their members to play on our golf course this summer when their course is under renovation.  The President put the following motion onto the floor, and, after some discussion, I made the motion to amend:

It is hereby moved that the dues paying members of the Eastpointe Country Club be permitted to play on our golf course during the period that its golf course is under renovations. It is understood that no other facilities of our club will be available to the members of Eastpointe during such time. Tee times must be made through our Pro Shop by the Pro from Eastpointe no earlier than 2 days prior to the time requested, on space availability. There shall be no communication with reference to tee times by any individual member of Eastpointe with the Pro Shop at Golf & Racquet. It is understood that all members from Eastpointe shall be subject to our Rules and Regulations. Nothing herein shall supercede our guest policy, which shall remain in full force and effect.

My motion to amend:

The foregoing statement shall be subject to the condition that the two clubs enter into a contract, whose duration shall be perpetual, which states that the dues-paying members of each club shall have the right to play golf on either golf course at any time of the year with restrictions on tee-time reservations for members of either club in the manner described in the foregoing paragraph.


My motion to amend, was ruled out of order. The original motion passed.

----   Hugh


Dear Hugh,
    What you proposed was a motion to substitute and should have been allowed to be considered. See Robert's Rules of Order Newly Revised 10th edition, page 146. It is considered a primary amendment by striking out the entire main motion and substitute another motion in its place.  What happens is that members are allowed to propose amendments first to the main motion and then to the substitute amendment.  After all the amendments are finished then the members vote which shall be the main motion.  If the substitute motion is adopted as the main motion, it can't be amended further and is voted up or down.  If the members keep the main motion they can still proposed amendments to it.
    This is where it is helpful to have a knowledge of parliamentary procedure.

The Parliamentarian


 

Hello Robert,

 I'm a member of a Toastmasters club and we follow the Robert's Rules of Order. I would like to know if a guest (non-member) is allowed to move/second a motion and vote on it if it isn't a financial matter?

 I've got the "Webster's New World Robert's Rules of Order Simplified and Applied",  it doesn't say. My colleague looked it up in the original Robert's Rules of Order and it doesn't say anything about the rights of non-members to make motions neither.

Thank you for your help!

 

Susan

Somewhere in Canada

 

Dear Susan,
    Thank you for buying our book and writing us.  A basic principle of parliamentary procedure is that certain rights go with being a member:  being able to make a motion, discuss it and vote on it.  Guests do not have this right.  So the answer to your question is that a guest should only be an observer in your business meetings and not a participant.

The Parliamentarian

 

 

JOANN & JAMES BERGER wrote:

Dear Parliamentarian...

 

Our association voted on changing the by-laws...the meeting was plagued with problems because we had people opposed to our association trying to disrupt the meeting and pay their dues to vote.  We had already read the motion once without discussion at the previous meeting...this was to be the meeting for reading and vote.  We probably should have tabled this issue, but we proceeded...we declared the vote passed by a majority.  However immediately after the meeting we realized that a 2/3 majority of the vote was required.  We now wish to rescind this vote at our next meeting.  Are we required to notify the members; do we need a 2/3 majority vote to rescind and if a member wished to renew this change to the by-laws after the issue has been rescinded...is that permitted? If the issue is renewed must it be read again unchanged from the previous time, and I assume discussion is permitted and then the vote taken.  How long can we continue to renew this change, and under what circumstances are we not permitted to renew.

 

Our association has never encountered these problems before, and we don't feel adequately versed in parliamentary rule to make these judgments.

 

Thanks,

Toni

   
Dear Toni,
    Let me see if I understand the question.
1.  You presented a amendment to the bylaws, and gave previous notice at a prior meeting.
 2. At this meeting you presented it and allowed for discussion and it was adopted by a majority vote.
   3.  However, your bylaws state that it takes a two thirds vote to adopt a bylaw amendment.  So you are concerned that it wasn't done properly.

Is that correct?

CBrowneea@aol.com wrote:

Hi,

Our organization has bylaws language that states, "A member may not hold more than one Executive Board office at a time."  Sturgis is our listed authority for items not directly addressed in our bylaws.  It was determined through Sturgis that the person could not be nominated for two positions on the board and would have to choose.  The person resigned one nomination.  Nominations closed.  The person is now reconsidered and is launching a write in campaign, thus running for two positions.  This person claims that a write in candidacy is different than a nominated candidacy.  Please give your opinion on whether or not this is valid and whether one or both positions then become invalid.

 

 

Hello,
    Sturgis and your bylaws are very clear on this subject.  On page 154, it states "A member who is nominated for two incompatible officers at the same election must choose which office to run for, and decline the other nomination."  I assume that your elections are being done by a ballot, so he is asking people to write his name in for one position and vote for him for the other, thus serving in two offices.  If he is elected to two offices, then he must choose in which one he wants to serve. A write in candidacy is different, but that doesn't change the fact that the person can serve in only one office.  He will still have to choose if he is elected to both.
    Here's how I would solve things on the day of election, if you have a meeting where elections take place.  Have the president read the bylaws to the members about only hold one office on the Executive Board. Then state if a person is elected to two offices the person will have to choose which office he is to serve in.  Your parliamentary authority supports this again on page 154.

The Parliamentarian

 

CBrowneea@aol.com wrote:

Thank you The Parliamentarian,

We are a large union and have 34 different polling sites.  The ballots were distributed last week and then the candidate launched a write in campaign running for a second position.  If this person is elected to both positions and therefore gets to choose, what would stop a person from running for all positions and then get to take their pick?  Shouldn't the person have to choose which position to run for?  If they launch the write in campaign, does that mean that they have by default declined the other position at the time of the write in campaign?

 

Our board will need to decide how to validate this election which concludes on Monday the 23rd.

 

Thanks!

 

Dear Friend,
    It sounds to me that the problem is with the member, himself, not with your rules. Most people would follow the rule when you showed it to him. What you need to do is to amend your bylaws or rules of order to address this issue.  I suggest that you amend the bylaws to say "that a member can be nominated for only one position at a time", not just that a member may hold more than one executive board position at a time. (I would keep this in the bylaws but add what I suggested about nominations).  Is the person presently serving in a board position right now?

The Parliamentarian

 CBrowneea@aol.com wrote:

Thank you.  Yes, this person is presently serving a board position. We cannot amend the bylaws in time for this election, so we need guidance as to how to deal with the situation.

 

Hello,

Your parliamentary authority tells you exactly what to do.  On page 154, under "nominations to More that one office," It says, "Unless the bylaws provide otherwise, a member who holds an office may be a candidate for another office, but if the member is elected to and accepts an incompatible office, the former office is forfeited."

The Parliamentarian

maria borja wrote:

Dear parliamentarian,

Is there a parliamentary procedure that would allow for members of a board to have a vote of non-faith in order to dismiss a member who has misused his powers.

 

Sincerely

Maria

Dear Maria,

Are you trying to dismiss or do you want to give a warning that if the member keeps doing this you will remove from membership?

The Parliamentarian

 

Hi,

 

Do you have the name of Parliamentarian in the Bend, Oregon area.

 

 I have need of one to resolve an issue regarding how does one establish a standing rule without having to agree to have official standing rules in the first place

 

Dale Anderson

 

Dear Dale,
    There is no one is Bend, Oregon.  But I can help you. A standing rule is any main motion

 that has to do with the administrative affairs of the organization or of some policy  or action

 that continues for a length of time.  It is considered "a standing rule" because it has to do

 with something that goes on indefinitely until changed by the assembly.  For example, some

 one could make a motion, "I move that we have refreshments at every meeting."  The

 members adopt it.  So people bring refreshments until someone decides “enough!” Let's not

 do that any more and rescinds the motion.  It is not necessary to have an official document

 called standing rules to do this.  So go ahead an make your motion.  If it applies to the

 principle just mentioned, it will have standing until it is changed by the members.

The Parliamentarian


 


Pat Haruff wrote:

Dear The Parliamentarian,



Had a moment and thought I would check in to ask how the work on the

addition of HOA’s is coming?



I also have a question and I can't find it in RONR, but I will keep looking.



Here in Arizona CHORE was able to get a State law passed that requires the

Board of Directors during any meeting to allow input/remarks from members

BEFORE they vote on EACH ISSUE.  There is no time limit set for remarks as

it is left up to each HOA Board.



In my association we allow 3 pro, 3 con each having 3 minutes to speak

before the vote.  This obviously comes after the Motion, Second and

Discussion.



We also have at the end of the meeting a place for "RESIDENTS COMMENTS".

This can be where the homeowners express their concerns and thoughts about

any issue whether on the agenda (just finished) or not.  There is no time

limit on these remarks (obviously not allowing a filibuster).



Does RONR have any language addressing this issue especially the RESIDENTS

COMMENTS time?



Thanks...hope everything is well with you and yours.



Pat



Pat Haruff

CHORE

Coalition of HomeOwners for Rights and Education

www.CHORE.us

CHOREUSA@gmail.com

480-641-3250

602-317-0656 Cell

 

 

Dear Pat,
    Thanks for writing.  I will be in contact with you a little later.  I am very interested in this law that you have gotten adopted.  What a great idea!
    Let's take the point about letting members speak for and against a motion before the vote. The motion to set limits on debate is what applies.  In Robert's Rules the official name of the motion is "to limit or extend debate" and that is what your HOA board has done by allowing "3 pro, 3 con" and each speaker have three minutes to present his or her ideas. (See RONR, page 184, 10th ed.)
    The second point about "residents comments", Robert's Rules refers to this as "Good of the Order, General Good and Welfare, or Open Forum."  (See page 350, line 28, RONR ,10th ed.)  This is done at the end of the agenda and its purpose is to allow members to point out things that need to be changed, problems in an organization, or for giving praise for work well done.  It's purpose is not for some one to get up and rant and rave which I could see happening in an HOA board meeting.  It's purpose is to give suggestions or point out things that need to be corrected.  From this, a board might find out that the yard people are really wasting time and over-charging the HOA.  If the board felt this was a valid observation, then they could appoint someone to investigate it and report back at the next meeting.  Or some one might come up with a good solution to getting members at the annual meeting.  It see this a something very positive and helpful for the HOA.  If members abuse this as a "rant session", the I see no harm in a board adopting rules of procedure stating how long each person can speak and the types of things that can be brought up.  It would not be right for someone to stand up and accuse the board members or a board member mis-behavior.  The president could certainly rule that out of order and ask the member to sit down.  However, it would be valid for a member to point out errors (if done constructively) in board procedures, mistakes in Treasurer's reports, or even information given in discussion by the board that was not based on fact.  I could also see someone giving parliamentary advice to the board during this time to make the meetings go more smoothly or if something done had violated state law, bylaws, or covenants.  It would be a member's duty to point this out.
    I am very curious how do you get your state legislature to listen to your ideas and then get them put into law?  Last year we were told that the a committee was established to look into the HOA problems in our state with the idea of proposing legislation to solve it.  Some how this committee disappeared, fell through the cracks, and nothing was ever done.  This legislative session we tried earnestly to find out about it and no one could tell us anything.
    I would also be interested to hear from you about the HOA law in Arizona and the major changes that you have done.  I want to put that in our book.

Thank you,

The Parliamentarian

 

 

I just purchased your book and was wondering if you could answer a question for me. I am President of a non profit organization.  The treasurer has resigned. She was elected aug 2006 for a two year term. we have voted to elect a new treasurer. should her term be until our annual conf in 2007 or to finish out the term til 2008 of the resigned individual?  Our constitution is not specific.

 

thanks for your help

Sheila Bandy

 

 

Dear Sheila,
    Thank you for buying our book.  Do you bylaws say that the board has
the ability to fill the vacancy?

 

Dear Parliamentarian,

yes but it does not say if they vote to finish out her term or vote just until the next annual conference.

Sheila

 

Dear Shelia,
    When a board fills a vacancy, it is for the remainder of the term unless there is an exception in the bylaws.

The Parliamentarian


Doug & Judi wrote:

    Good morning,

 

My question is this:  Is it legal for individual board members to receive reduced rates for landscaping services from the contracted landcaper?  If the landscaper is not a licensed Arizona contractor, is there a maximum amount he can charge each month for services?

 

Thanks,

Judi Strayer

 

 

Dear Judy,
    We do not give legal opinions or advice here.  Our primary focus is about following correct procedures in meetings.  As far as costs are concerned about services rendered by any of those hired by the association, the members should have an opportunity to have a say when the board presents a budget for the members to vote on.  State laws usually provides that members can propose amendments to the  budget proposal and so does parliamentary law.  When you have your annual meeting you can certainly raise these questions?  The wise board member would not try to appear to have any monetary gain while serving in this position. A wise board member would try to get reduced rates for everyone in the association who wanted to use this person's services.

The Parliamentarian