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Dear Parliamentarian Vol. 134 May 2007

Dear Parliamentarian Vol. 134  May 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.


Lavelle Ivy wrote:

Can there be limitations on members bringing up new or old business at meetings?

Hello,
    Usually "old business" is unfinished business from the previous meeting and should be put on the agenda.  So a member would only bring that up that which someone forgot to put on the agenda.  Usually there are no limitations on bring up "new" business, but I would like to know a specific example.  What you want to do could have restrictions.  So please let me know more.

The Parliamentarian


STNDGLASS2@aol.com wrote:

Mr. McConnell,

I came across your website while looking for information regarding what is proper procedure at a town meeting.

If you would just take a moment and answer one question I would be most grateful.

Our town council consists of 5 elected members. One of the members has been chosen by the others to act as mayor and one other as vice mayor. We also have a town clerk who keeps the minutes, etc. and takes care of town business at the town hall.

I don't know if the charges against her are founded or not, but I do know that the vice mayor turned the meeting into a tribunal under the heading of "new business" and attacked the town clerk and demanded her resignation. This was all done in front of many town folk and it was appalling to say the least.

I really believe that the vice mayor should have gone to the mayor in private and laid out her complaints about the clerk and then dealt with the clerk on a one on one basis and not during the town meeting.

My question is, am I correct in this assumption?

I would really appreciate an answer.

I wanted so badly to speak out in the clerks defense but I was not knowledgeable enough in parliamentary procedure to know if this was proper or not.

Cordially,

Lynda Hickman

 

 

Dear Lynda,
    You are correct.  Next time trust your instinct. Someone should have raised a point of order and stated that this was inappropriate to bring up at this time.  Then make the motion to recess to calm things down.  May I suggest that you get a copy of our book, "Robert's Rules of Order Simplified and Applied" which is very easy to read and explains what to do if someone believes there is  evidence of wrong doing.
    Never, never should accusations against another be brought up in a meeting that is open to the public.  These types of issues are always brought up in "executive session" but not after some investigation has taken place.  I would say that your Vice Mayor should be censured for such behavior. I hope the board finds a way to solve this in a harmonious way.  If you think some action should take place, please contact us first.  We may be able to help solve this.

The Parliamentarian

Dorothy DiBartolomeo wrote:

When a vote is voted down and at the next meeting a motion comes up to rescind that vote and the motion is voted down. Is the issue closed? Or can it come up again?

 

Dottie DiBartolomeo

 

Dear Dottie,
    It can come up again.  However, a motion to rescind can only be made if what it proposes to rescind can be reversed.  For example, if the members voted to give $500 to a charity, and the money has been given it can't then be rescinded.  But if the motion was to give the charity $500 yearly, and had already given $500,  then the "yearly" part could be rescinded, and that would make it so that the organization gave the charity $500 that particular year.  Or if the members voted to buy something, and if it was bought, then the motion can not be rescinded.  So one of the rules of the motion to rescind is that you can only rescind that which has not been carried out or that which is on going and can be rescinded.
    Also this motion takes a two thirds vote or a vote of the entire membership, whichever is easier to get, if no prior notice has been given.  If prior notice is given, then it only takes a majority vote.

The Parliamentarian

Shaaron Richenberg wrote:

We need help!  We are aboard of 5 which governs not only the HOA but also out of 57 units 28 are in the rental pool.   We have a newly elected board member who had only attended one board meeting.  The chairman made him rental pool committee chairman as he is the only other board member that has his unit in the rental pool.  My question is what authority does a committee chairman have.  He is hiring and making decisions without the board.  The chairman says it is all right the rest of the board says he can not do that....  What rights do committee chairman have under a board.

Thank you for any help!!!

Sharon Richenberg

 

Dear Sharon,
    Committee chairman only have the authority of what the bylaws give them.  Usually they do the investigating work and then the board makes the final decision.  If you don't have any rules or duties for this committee, then by all means write duties for this committee and adopt them.  People take power unless someone puts a stop to it.

The Parliamentarian

Shaaron Richenberg wrote:

We have a condo board of 5.  The chairman is resigning at the next meeting, do we wait until we have a new board member or can the four remaining members vote for a new chairman.

Sharon Richenberg

Dear Sharon,
    The four remaining board members should fill the vacancy according to the provisions in the bylaws immediately.  Usually the Vice Chairman becomes the chairman.  If that person doesn't want to serve, then fill the vacancy and then elect a new board chairman.

The Parliamentarian

Torres, Suzanne (CCL) wrote:

Good evening -
I am the president of my condo board.  A director recently resigned, and her resignation was accepted by our management company on our behalf.  We are having our next meeting in a few days and I would like to fill the vacancy from the floor at that meeting.  Can I nominate an interested person to fill this vacancy and have the rest of the board vote on the nomination?  I have checked our docs and it doesn't state that we must post this vacancy and since it is between annual meetings, we can fill the vacancy.

Can you offer any advice?

Thanks very much,
Suzanne
North Miami, Florida

 

Dear Suzanne,
    If your bylaws state that the board can fill the vacancy between meetings, by all means nominate the interested person and have the board vote on it.  However, someone else on the board might have another idea.  In that case the chairman should open up nominations from the other board members for this position, after closing nominations, then the chairman would take a vote.  I would recommend by a ballot if more than one nominee is nominated.  The one who receives the majority vote would fill the vacancy.

The Parliamentarian

 


Parks2408@aol.com wrote:

My organization has had a set of bylaws for ages.  We have been advised by legal counsel to separate our bylaws into by laws and standing rules.  I cannot seem to find adequate definition of the difference between the two.  Can you help?  Thankyou.

 

Melissa  Parks

 

Dear Melissa,
    Yes,  I can.  Standing rules have to do with administrative policies.  Bylaws have to do with the structure of the organization.  If you go to our web site, "parli.com" you will find a link on the blue side bar that says "bylaws".  It tells you what should be included in the bylaws.

The Parliamentarian

 

 


Jim Korte wrote:

Hello Mr Mcconnell,



        We have a few questions for you and hope you could answer them

for us.

We are using your book Robert's Rules of Order Simplified and Applied,

second edition.



Our question concern Minutes.

First is on content,

Second is on correcting minutes before they are approved

Third is on who should have access to un approved minutes.



We are using a summary format for minutes

One:

Part of the organization hold to the, last paragraph on page 154 of the

book,

that minutes should contain a record of what was done, not what was said.



Minutes do not contain interjected personal comments or someone's

opinion.

Others say that on page 155 third paragraph that

anyone reading minutes should be able to visualize what was done at the

meeting.

>From that they feel that some discussion or dialog should be included.

Could you give some clear guidance on this ?



Two:

On page 154 States, The assembly is responsible for approving and

correcting the minutes.

What the assembly approves is considered the final wording of the

minutes.

So the question here is about draft or un approved minutes.

There are those who feel that the assembly can remove any thing that they

deem inappropriate such as dialog or personal opinion, or any other

corrections before the minutes are approved.

Others say that any corrections must be struck through and remain in the

minutes.

A new just thrown on me is that some feel that the chair and the

secretary approve the minutes before they are sent out even in draft form

thus minutes are minutes.

This appears to me to be inappropriate, can you give clear guidance on

this ?



Third:

Who should have access to draft or un approved minutes.

It is felt by some that draft minutes are privy to the members of the

board or committee of that meeting.

Once that minutes are approved by the assembly whose meeting it was then

the minutes are made available to any member who wishes to review them.

Others say that draft minutes should be available to any one immediately.

Can you give clear guidance on this?



Thank you for any help that you can provide.



Jim Korte



Dear Jim,
    Let me first begin with this statement:  Different parliamentarians and those writing books about parliamentary procedure have different views on what should go into the minutes.  Recently an organization that I am a member was sued.  The minutes became very important to us to find out what had happened over the last 50 sum years concerning a piece of property that we were given joint use of with our neighbor.  When the property was sold we assumed that the right to use it continued.  It didn't and thus a property line dispute began and we end up being sued.  Because of the lack of information and continuity of information in the minutes, our research left many questions.  What was interesting was that the prior owner had given use of his property to a non profit community club which had disbanded but the minutes end up in the local historical society.  We found information in those minutes that helped us greatly but according to Robert's Rules that information should not have been in the minutes.  Why I am telling you this is because your organization needs to decide what is valuable to you to have in the minutes.
    Let me share with you what a woman from Canada, who has written a book about minutes states:
In her book she believes the pros and cons of discussion should be in the minutes but not speaker's experiences.  She says to put in new information and not redundant information.
    So let's look at some of the things we wrote in our book.
    1.  What was done, not what was said.  Minutes should not include all the debate unless the minutes are going to be published.  But I do believe that background information should be in the minutes so that those reading them at a later date can understand why a motion was made.  I now believe having reasons within the minutes why something was adopted makes sense, too.  The group of us going through the minutes for our court case were always grateful when we found something that explained why the membership did what they did.  In thinking further about this, I think in a controversial matter, that it doesn't hurt to put in the pros and cons of something.  It might help at later meetings if it comes up again.
    I agree that personal opinions should not be in the minutes but facts certainly can be.  When I wrote "anyone reading the minutes should be able to tell what happened"  at the time I was thinking of the parliamentary actions taken-- for example, the motion was amended, or referred to a committee, or postponed to the next meeting, points of order and appeals from the decision of the chair..
    Let's talk about a draft of the minutes.  I am of the firm opinion that the secretary writes the minutes and then presents them to the entire membership for approval.  Sometimes presidents may review the draft of the minutes before the secretary presents them.  The only time I would recommend someone carefully looking at a draft is if the secretary is new and is inexperienced in minute taking and writing.  I help the present secretary of our organization because she does not know how to write the minutes.  I do not do this with the intent to change or manipulate but to make sure that it is stated correctly and that all the motions made are in the minutes.  When I was a student member of a registered parliamentary group and the newly elected secretary, the president reviewed my minutes and corrected them. That is where I learned how to take and write minutes.
    So if this is the reason for someone else to review the minutes prior to presenting them to the assembly, then I see no harm from that.  However, circulating drafts of minutes only leads to confusion in the organization.  The proper procedure is to present the minutes to the members and let them make the corrections.  Corrections are then made by writing them in or drawing a line through something to be expunged.
    The question I have for you is why do members want a copy of the minutes immediately?  Is it because they were absent and want to know what happened at the meeting?  Is there a communication problem in the organization?

The Parliamentarian

 

 

PS.  You might find our complete training manual for secretaries helpful.  You can find complete information about it on our web site:  Parli.com

Carol B wrote:

Dear Mr. McConnell,

 

I am trying to find out who I can contact in Washington state to get information as to whether or not my HOA is operating within the boundaries of the by-laws and CC&Rs.  After attending this year's general meeting, and walking out in disgust, I don't even know who to ask questions of, since the HOA retained lawyer seems to only want to side with the board and treated me so condescendingly that I could choke.  Here's what transpired.  In March, the board called a special meeting to discuss the possibility of turning most of the day to day operations of the HOA over to a property management company, because the board was unable to handle the workload and was "burnt out"...during this meeting, we were informed that in order to accommodate this, we would need to have our annual dues increased. Several owners felt that until the budget was carefully examined and all deadwood cut out, no increase should be considered...however, when we received our notice of the annual general meeting in April, we were given the following vague information:

 

"Enclosed you will find the proposed budget overview for 2007, based on expected annual dues of $275. That's an increase of $75, our first in 5 years."

 

NO WHERE in the letter does it indicate if we do not agree that we must vote against the budget or the increase in person, nor does it say we must submit a proxy. Every year previously, they have included a proxy form but I believe they intentionally excluded it this year knowing that failure to achieve a quorum would automatically ratify the budget.   We have always had a low turnout for the annual meetings but every year (except this one) they have sent proxy forms for the election of officers and the ratification of the budget.  Every year, several of us have argued that even though there was no "quorum", we had the right to reject the budget and we always voted against it, but were always told that even though a majority of those in attendance voted against the budget, failure to achieve a quorum constituted ratification.

 

At the beginning of the meeting, the board immediately informed us that because a quorum had not been achieved, the budget would automatically pass.  During the course of the meeting, I questioned why we were ratifying both an assessment increase and the budget at the same time, even though our by-laws state that any action on assessments required a "special quorum" of the membership and if not met at the first meeting, a subsequent meeting must be scheduled.  I also questioned why the board failed to inform the membership that there would even be a vote on the assessment, or that they needed to either be present to vote or needed to submit a proxy (as they have provided us every other year).  The lawyer proceeded to tell me that I needed to look at this from a legal and not a political perspective...in essence saying that the other homeowner's failure to show up or know that they had to send a proxy, (even though they really had no idea what they were voting for or against or even who any of the board nominees were) was too bad.  I argued that the board had an obligation to properly inform the membership of their rights as voters, because they were supposed to be our eyes and ears and understand these proceedings.   As I said, every other year, when we receive our notice of the meeting, a pre-printed proxy has been included and I feel that the lawyer (this is the first year the board has employed a lawyer) helped the board to dance around every loophole in order to pull this off because they knew that a majority of the homeowners would definitely vote down an increase in our dues.   In reading the by-laws, I interpret them to mean that any agenda announced for the general meeting must include any votes that will be taken and that an assessment vote and the budget vote must be treated as two separate entities.  Also, that since there was no list of nominees included in the meeting announcement, they should have provided more accurate information as to the homeowners rights to proxy (frankly, after 6 years, I still have trouble understanding what the proxy process is, and for a homeowner to know they are required to provide their own, with no idea who is nominated or what the issues are is very skewed).  Also, I can't find a timetable for the board to announce the findings, votes or elections after the general meeting.  As I said, there is little to no communication throughout the year, but aren't they required to provide results to all homeowners in a timely manner?

 

 

I am simply at a loss as to understand all the workings of this HOA, which seems selective in its enforcement of the rules, and seems to simply be going through the motions of getting the opinions of any of the homeowners since they contend no one cares anyway and that's why so few show up to the meetings...but with what seems like a high new ownership rate each year and little to no communication throughout the year from the HOA, many people feel left out and those of us who do show up at the meetings, volunteer for committees and actions without ever receiving one phone call and when we do question the actions of the board are told they have the power to make any decisions they "deem" appropriate, it's very frustrating.

 

I appreciate any assistance you can give me or a direction to turn in as to who to contact or file a complaint with.

Carol Brister

 

Dear Carol,
    Thank you for writing.  You need to get a copy of the code that has to do with HOA's.  It is RCW 64.38.  You can find it on line or call the Codes office and they will send it to you.  I am currently doing a lot of research on HOA's.  What I am discovering is that the way they are set up is to protect the property itself and not the person who lives in the property.  This type of government is so contrary to everything we have been taught about freedom and self government.  It is so contrary to basic parliamentary practice.  It is set up on the corporate model which puts everything in the hands of the board of directors.  Basically members elect officers and "reject" a budget.
    I can understand both your frustration and the board's frustration.  It is difficult for volunteers to run the HOA, especially when they have no training and are not being paid to do it.  So instead a management company is hired to do the work.  It is frustrating to the homeowners because those of us who care about these things are usually not listened to and considered "trouble makers".
    Attorneys when hired by the board represent the board not the association and its members. By what you have written, it sounds like they didn't follow the procedure for nominations.  Look carefully at your bylaws and the state laws and then write a letter to the board explaining how they violated the law.  If you go on our web site "parli.com" you will find a letter that I wrote to our board about not following the correct procedures. They did show it to the attorney and he set them straight on what they had to do.  We also complied with state law and called a special meeting to right things.  You need to get more people concerned about what is happening.  I would also suggest that you need to be nominated for the board and get others who are like minded to be nominated for the board.
    Right now there is no one to go to in our state to solve these problems unless you hire your own attorney and then that can be a big expense and not necessarily solve these issues.  We in homeowner associations have to start educating ourselves and others in the current way these are structured and then try to find a way to make them more democratic.  There is an organization in Arizona that is doing such things.  They are actually changing the laws and having a great impact on bringing democracy to HOA's.
    Here is the link to the page.http://www.chore.us/

The Parliamentarian

PS. About the budget.  According to state law, it must be reject by a majority of the membership not just those present in person or by proxy.  So if your association is 100 members, 51 must vote against the budget for it not to be accepted. So no matter who is present, in person or in proxy, you must have a majority of the lot owners voting. It sounds like at your meeting you didn't have the votes. There does not have to be a quorum present.  If the budget is rejected, the current budget continues until the board can present another budget. This law is ridiculous.  But it is definitely written to support the work of the board.  I am sure that whoever wrote this believed that the board did the research and knows more than the association members.


ed righetti wrote:

Robert
This is a note from one of the condo owners that has been trying the Bylaws.
Just thought I would pass it on to see if something can be done.

                                                     Ed R Righetti
----- Original Message ----- From: "William Cross" <bilnan5503@comcast.net>
To: "Ed Rrighetti" <errighetti@comcast.net>
Sent: Tuesday, May 01, 2007 8:33 AM
Subject: bylaws



 

Sorry I did not respond sooner but was busy Sunday and worked all day Monday                             Ed   The by-laws state that the monthly do not have to be open.    I have requested many times to have the by-laws changed and have been turned down every time.    To have the by-laws changed it takes a vote of 66 2/3 percent of the co-owners to approve the change. That is in both the by-laws and the Michigan condo act.   Read Michigan condo act sections559.190 190a and 191                   I checked with the Michigan attorney general's office and  it does not fall under open meetings act such as city council meetings.      I really don't know what or how we can get them to listen to the co-owners.     I do believe if 15 percent sign a petition you can force a special meeting for that propose.   When they changed the annual meeting from April To Sept. a letter was sent out ( according to law ) to all the co-owners to sign and return.    If  a co-owner does not return or vote it is considered a yes vote.    The problem was that Sheila as I understand it went around and asked people to turn in their voting sheet.    To me that is wrong she only has to mail out the voting slip not contact co-owners after that. Bill

 

Dear Ed,
    In some states there are grass root movements to change the state laws.  There is a group in Arizona that has been very successful in just doing that.  They are making great changes the HOA's are being run.
   Here is the contact name.  I am sure she can tell you how to begin.  It is hard to change the administration of Condos unless you get on the board or start working to change the laws.

The Parliamentarian

 

Pat Haruff

CHORE

Coalition of HomeOwners for Rights and Education

www.CHORE.us

CHOREUSA@gmail.com

480-641-3250

602-317-0656 Cell

 

 

 

 


CLARENCE ANNA BOOK wrote:

> Dear Sir or Madam
>
> Please send me more detail and if you help homeowners of an
> association who have problems with the HOA board.
>
> Clarence and Anna

 

 

Dear Clarence and Anna,
    What kind of problems are you having and what state do you live in?

The Parliamentarian

 

 Dear The Parliamentarian

 

Thank you for responding to my email.  We live in Arizona.  We have been harassed by the HOA board regarding a block wall that separates our back yard and a common area.  The board had someone drill holes with a drill hammer all the way through the wall to hang up their sign and a butterfly.  The bolts extended out on our side of the wall about 6 inches. They never asked us in writing to drill these holes in onto our side and we never gave our permission.  According to the CC&Rs they suppose to ask us in writing if they want to change anything on the wall that effects our side or the wall.  Now the wall has a small crack.  However, the board is blaming us and wants to replace the entire wall at our expense.  We have large wooden built planters on our side of the wall and their claiming that the water from our planters is causing damage.  If any water damage is there, they have a sprinkler system on their side where the water actually is going under the wall. They continue to have the attorney to send us threatening letters that they will start constructing a new wall and add the cost to our account.  We feel the wall only needs some pointing on the outside and painting.  The wall is fine on our side.  Furthermore, we checked the walls at the other entrances and common areas in our neighborhood and they also have mineral built up and need some painting.  I guess when walls get old minerals from water will built up as well as debris, sand, and rain will leave their marks on walls. Why has the board blame us for this.

Thank you for your time.

Clarence and Anna Book

 

 

Dear Clarence and Anna,
    I am truly sorry that you are having these kinds of problems.  Have you asked to meet with the board about this? Does your association have a reserved fund to repair and replace these kinds of problems? Have you done your research and had someone who specializes in these types of walls come and investigate why there is a crack?
    We specialize in meeting problems and what to do if laws etc are broken.  However, here is what I would suggest that you do.
    First, get someone to come and look at the wall and see what is the problem is and perhaps there is another way of fixing it.
    Second, get a bid for doing this.
    Third, then make an appointment with the board and present your findings.  There has to be an amicable way of solving this problem with out all this animosity.
       Lastly, contact the following woman who is in Arizona.  She has been very active in changing the state laws to protect homeowners.  She might know of some law that stops this harassment.
   

 

Pat Haruff

CHORE

Coalition of HomeOwners for Rights and Education

www.CHORE.us

CHOREUSA@gmail.com

480-641-3250

602-317-0656 Cell



The Parliamentarian