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Dear Parliamentarian Vol. 34 December '98

Dear Parliamentarian Vol. 34  December '98
Answers to your Parliamentary Questions
drvideo@comcast.net



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



IAMAW143@aol.com wrote:

If the bylaws and the int'l constitution of the organization are silent on filling vacancies except that the president is filled by the vice president. How would Robert's Rules fill these positions if the Presiden, vice president, and most of the board were vacated at the same time. They all stepped down. Any info would be appreciated.

 

Dear IAMAW,

What is going on in your organization? The rule is the body that elects the officer or officers is the one that fills the vacancy. In filling these vacancies, the body that elects must now be given notice of an election to fill the vancanies and you just have another election. If you need more clarification please let me know who elects the officers and board members.

Robert McConnell Productions

 

Dear Parliamentarian:

 

A question has arisen regarding the makeup of the executive committee. Does this committee include elected and appointed officers with the committee chairpersons being a part of the committee with no voice or vote? If this is not correct, what is the correct process as far as committee chairpersons in regards to the executive committee. Thank you.

Brenda Lewis, aka01@swbell.net

 

Dear Brenda:

The most basic answer to your question is "Look in your bylaws." The bylaws are supposed to authorize the executive committee and determine its composition. If the bylaws do not authorize an executive committee, then one can’t exist. Check your bylaws to see what they say about it. See p. 475 & 571 in Robert’s Rules of Order (1990 ed.)for the rules of how to set up an executive committee in your bylaws. If your bylaws do not speak to the issue, it will take a 2/3 vote with previous notice to amend the bylaws to authoruize such a committee. Some socities are small enough that they do not even need an executive committee. You should decide first whether or not you even need one if it is not already authorized in your bylaws.

Robert McConnell Productions

 

Brenda A. Lewis wrote:

The Bylaws do address the makeup of the Executive Committee but then should the bylaws also address whether or not all members (elected offices and appointed committee chairs) have equal vote and voice.

Dear Brenda:

No, because an executive committee is like any other committee. Any member of the committee has the right to vote. All members of the committee have the same rights. The bylaws do not need to address that because it is already covered in the standard rules applying to committees.

Robert McConnell Productions

 

Dear Parliamentarian:

I have written you before and have received fine and quick response. The Lakewood group leader responded to me the last time. Our ignorant-of-rules homeowners' association has blundered its way through many a dilemma but I shall try to simplify my questions. At the Annual Meeting on Oct. 11, 1998, historically a membership meeting, but the parameters are not specified in the by-laws (they are, however, in the Covenants which have been ignored as a governing document since a lawsuit caused the Court to say that our covenants could not have been extended in 1992, were too vague etc. and therefore are unenforceable.) Back to Annual Meeting, the Board of Directors, who have full power in charter and the by-laws to amend the by-laws, also ran the historic membership meeting as a BOD meeting and at first would not allow motions from the floor. The interim president, also serving as Treasurer plus editor of the community paper (became a BOD political pulpit under him), said, after peoples' objections, "I will entertain a motion for a Special Meeting to discuss all the issues out there". The assembly did not want a special meeting that day and wanted the remainder of the membership to have notice of intent. The BOD took several motions in writing as to what people wanted and they were tape recorded "for the record". There were six motions of the 10 or so made that asked for By-Laws/Covenants revision with input from and final passage of the by-laws by the people -- not just the BOD. We believed the promise to hold a special meeting was an acceptable procedure and given in good faith. Having learned at Parliamentarian's Unit meeting in Lakewood, OH this summer that the business conducted stands if no objection is raised at that time during that meeting as to procedure, I spoke out at the Annual Meeting on that point. But nobody is knowledgeable enough to back me up now for this Special Meeting dilemma. In our ignorance at that time, we did not present a formal petition for a Special Meeting call on a specific single topic. Notice would have been made within 30 days by State Law and a Special Meeting called 5 to 40 days after that. Here we are, past the 30 days limit, and now the question some on the BOD and off the BOD are raising is this---

Is a motion by the assembly to hold a Special Meeting as good as a petition?

Does the Special Meeting have to be on one topic? If so, Could not the BOD make a single item out of the majority number of motions turned in , i.e.. Special Meeting on bylaws? Thank You for your help.

Louise Manke

 

Dear Louise,

 

When the members adopted a motion to have a Special Meeting for the bylaws did you set a date and time? Or did you say at the call of the President? Or was the motion left vague? If you can give me the specifics of the motion then I can help you better.

Robert McConnell Productions

 

Dear Parliamentarian:

The motion was left vague. The President said (after lengthy haranguing about not hearing motions at the membership meeting), "I will entertain a motion to have a special meeting." In the discussion part , which the assembly reminded him that he nearly forgot before the vote (!), I asked what would be the topic?. His reply was "All the issues you raise here today". Then, the Pres. deferred to the one BOD member claiming some

Parliamentary procedure knowledge --in her words "in the middle again" -- and she then presided. The BOD conferred quickly and announced they would take written motions of all the issues people wanted addressed at the Special Meeting. As the meeting became lengthy, many property owners left the hall. The presiding officer became reluctant to read the motions (we believed, "into the minutes") and several insisted they be entered word for word so that individuals would not be angered if their's was not presented exactly. As several of us were tape recording, we heard her read each written motion. (An astute member insisted on calling for adjournment when SHE, the BOD member, moved to do so). Shortly thereafter, published minutes of the Annual Meeting did not reflect the word for word entry into the minutes. Now the BOD also are hedging and wanting to call a meeting -- not the special one -- but a meeting to decide what the issue is for a special meeting, the date being Jan. 10th (a meeting before the meeting I guess). Hence, I'm screaming "Help!" and truly appreciate your remarks.

Louise Manke

 

Dear Louise,

The entire situation seems very complicated. Have you thought about contacting a parliamentarian in your area? If you tell me where you are I can give you some names to call.  From what I am reading from the situation, it is my opinion for you to follow the state law. Write a formal request for a special meeting and have the required number of people sign the petition. State clearly what you want to have the special meeting for. Does the state law allow you to have it for more than one purpose or one item business?

It sounds to me like the President and Board Members are just going to keep stalling for time. So by letting them know of the state law and that you are doing this according to state law gives you some clout. If you give it to them at the next meeting, then the other members will know what you are doing and support you.  But I highly recommend calling a local parliamentarian to help you with this one.

Robert McConnell Productions

 

Hi Robert,

I was wondering if I can ask you a few questions.

1. Does the President have to be notified in advance if there will be visitors sitting in on the meeting?

2. Is there anything that can be done constitutionally to a board member who is trying to get the other board member to resign to make the President look bad? He is also very disruptive in the meeting. By the way he is our Parliamentarian. Any help you can give me will be greatly appreciated.   Thanking you in advance.

Tonia Parker, SGA Treasurer, PCCC Paterson, NJ

 

Dear Toni,

If your meetings are "open" meetings then the president would not have to be notified unless the visitors have been asked to give some information to the assembly. If your meetings are considered "closed" meaning that only members are allow to the attend, then the visitors should not be coming to the meeting at all.

There could be one exception. If the visitors have been asked to give specific information to the assembly. Then they would be invited in and put on the agenda and when they had given the information, answered questions, then they would leave. In this case the president should be informed prior to the meeting.

In the second case, I highly recommend that you give your parliamentarian a copy of the ROBERT’S RULES OF ORDER NEWLY REVISED, 1990 edition and ask him to read pages 456 to 458 so that he can understand his role and that he is to be impartial. He should stay out of politics or making politics!

Also see ROBERT’S RULES OF ORDER SIMPLIFIED AND APPLIED, pages 306-307.

If he still doesn’t understand what he is to do, I suggest that some of the other board members who are concerned about this go and talk to him. This is more of a "people problem" then a parliamentary problem.

Robert McConnell Productions

 

Dear Parliamentarian,

I am on the Board Of Directors of an Association which is separate but affiliated with a national Association . Our Association sends voting delegates to the National's annual convention . The number of delegates from an affiliated association is dependent upon its number of members and that each be a member in good standing . Our membership is now 479 which allows 10 delegates .

Our By-Laws set forth a procedure for selection of delegates and include a stated number of our meetings during the year previous which "must" be attended as one of the required qualifications to be a delegate .

At our last regular meeting, a person was proposed as a delegate who did not meet the attendance requirement as set forth in the By-Laws . A motion was made and seconded to waive the attendance requirement for that person . The vote of those members attending was 14 Aye, 13 Nay, and 5 Abstaining . A total of 32 members of a membership of 479 .

Our meeting was an annual meeting which included election of Officers, Directors, and Delegates but there was no notice given to "alter, amend,suspend, or annul these By-Laws" ... "15 days before the meeting called for that purpose" as required by the By-Laws which also state changes "require a majority vote of the members present and voting" .There was no other By-Law's business at the meeting.

Was this a valid motion by the members to override the By-Laws ?

Thank You,

Andy, Director - at Large

 

Dear Andy,

No, the motion is not valid and because it conflicts with the bylaws, the action is null and void. See page 108, #1, of ROBERT'S RULES OF ORDER NEWLY REVISED, 1990 EDITION. Or see page 47#1, of ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED.

I'm surprised that you do not have a nominating committee that pre-screens candidates and checks the eligibility of each.

Or if the assemlby votes to send delegates then the Secretary should supply an eligibility list to the members so that the right candidates will be elected.

Now the question is can it be corrected? Yes, but you will have to have another meeting and vote again.

Robert McConnell Productions

 

Dear Parliamentarian,

Thank you so much for your prompt reply to my question . I have ROBERT'S RULES OF ORDER Newly Revised, 1990 Edition and understand your reference thereto. I had reached the same conclusion but needed verification from an authority such as yourself.

A bit more in explanation - our Association is statewide and has seven Districts. Each District elects two District Directors and one Convention Delegate at a meeting prior to our Annual Meeting . Six Directors At Large, the balance of the Convention Delegates, and the Officers are then elected at the Annual Meeting from a slate presented by the Nominating Committee . The person's qualifications in question had been elected at a District meeting and the District Director, acknowledging the error and lack of qualifications, requested the waiver and a motion was so proposed .

As to correction at the next meeting, will a By-Laws revision addressing this individual person and waiver be required ? That seems unwieldly and would become a permanent item in the By-Laws . Could a Motion with proper advance notice to all members be used instead ?

Again, Thank You, Andy

 

Dear Andy,

You can't make a motion to "waive" the bylaws. Unless you amend the bylaws, the members are going to have to elect someone that meets the requirements. The election is null and void. A waiver can't make it valid.

You have two choices:

1. amend the bylaws and make it retroactive to cover this situation.

2. elect someone that meets the requirements.

Robert McConnell Productions

 

Dear Parliamentarian:

A non-profit organization named a nominating committee to report a slate of officers which they did at the November meeting. Elections will be at the December meeting.

It now appears some members didn't like the slate and are going to offer another slate at the December meeting. Rumor has it that the Vice-presidential nominee (by the nominating committee) is going to run for president on the 2nd slate. A member who declined the nominating committees invitation to run for secretary is going to run for secretary against the person the nominating committee recommended.

How would you respond to this situation? I think that if someone accepted the position as Vice-president-elect, they couldn't run for President, because if they won the presidency they couldn't serve as vice-president. And I have ethical concerns over the person declining running for secretary and then accepting on another slate. What do you think?

Josh Billings

 

Dear Josh,

This is what I think. You have a serious division in your organization and it sounds like the vice-president elect is willing to lead the charge!

He can run for two offices Robert's says but he can of course only choose to serve in one. It sounds like the person who refused to be nominated with the first slate didn't want to serve with the other nominees and does want to serve with this second slate.

Who is the member wanting to propose a second slate of officers? What about checking first to see if this is just rumor or it is going to happen. If it is not "rumor", go to the person who is organizing this and talk to them. Is this going to cause the organization to split up?

Is it going to cause members to leave the organization if they don't get elected? Or is this really necessary because the current nominees are going to be undemocratic or not do their jobs?

But remember that members usually have the right to nominate from the floor or write in names for candidates if the vote is by ballot.

If there is a serious division in your organization, then that is what needs to be addressed. This second slate is just the manifestation of that division.

Robert McConnell Productions

 

Diana Ricketts wrote:

Under what circumstances can a body reconsider its decision? Thank you

Dear Diana:

In our book "Robert's Rules of Order: Simplified & Applied," p. 135-141 (available for sale on our web site) we cover this thoroughly. However, we will give you a brief explanation of it here. Reconsider is designed to reconsider a vote on a motion when members think the first vote was too hasty or ill advised. Some of the main points about the motion are:

Must be made by a member who voted on the prevailing side

Needs a second

Is debatable if the motion to be reconsidered is debatable

Needs a majority vote to adopt

Must be made at the same meeting as the motion it is reconsidering.

"Reconsider" itself cannot be reconsidered

Can be made but not considered when other business is pending

The motion suspends all action on the motion it is reconsidering.

Because of this, "reconsider" must be taken up before a quarterly time interval has passed. This could be at the current meeting or at the next meeting.

It must be called up when no business is pending.

If adopted, the motion being reconsidered is again before the assembly as a new motion.

If the motion to reconsider is not made and voted on at the same meeting or taken up at the next meeting, the members still have ways to reconsider something: They can "amend something previously adopted" or they can "rescind" (take back) the motion they want to reconsider. If a motion was defeated at a previous meeting, they can reintroduce it at another meeting as new business. This is called "renewing the motion."

There are conditions where the motion to reconsider cannot be made:

When the provisions have been partially carried out

When something has been done that cannot be undone

When a contract has been made and the other party has been notified

When the same result can be obtained by some other parliamentary motion

"Reconsider" is a two step process. First, the members vote on whether or not to reconsider a motion they have voted on; then, if reconsider passes, they reconsider the original motion as if it had never been voted on.

'Reconsider" is also explained thoroughly in our video "All About Motions" available on our web site.

The Parliamentarian

 

Robin S. Poling wrote:

Dear Sir/Madam:

It is our understanding that when in a group of 12 or less, there does not need to be a second to a motion to discuss and to vote on the motion. Is this according to Robert's Rules of Order and/or is this valid in official (government) business matters? Does the group need to have a policy regarding the requirement of a second to a motion? For example: If a motion is made and no second is obtained, can the motion be "legally" voted upon. Please respond to Robin at <lceda@westvirginia.com> Many thanks!!

Dear Robin,

The rule that you sighted is for Boards and Committees of members under 12. If this is a formal assembly (not a board or a committee) then motions need a second. If a motion does not get a second, then the chair does not place it before the assembly for discussion and vote. The chair would state, "since there is no second, the motion is not before the assembly, is there further business?"  However, if someone does not readily second a motion, the chair can always ask, "Is there a second?"   A second does not mean someone is in favor of the motion, but just that another person wants to have it discussed.  The prinicple behind having a second for a motion is not to waster the assembly's time if only one person is interested in the subject.   In committees and boards of those under twelve the rules are more informal. Also in committee why no second is required is because that is what the committee is there to do, discuss issues and to get to the bottom of things. The best way to solve this is to adopt a parliamentary authority. This way you can all go to the same book for the answer.

Our new book ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED explains this procedure in very simple terms. It might be helpful for your organization to have this book or all of you to have your own copy. We do have an organizational discount, check the WEB Page. <http://parli.com,

Robert McConnell Productions

 

Beverly Kennedy wrote:

There is a statement in Robert's Rules, Newly Revised, Sec. 49, Conduct of Business in Commitees, that says standing commttees, unless one is so large that it can function best in the manner of a full-scale assembly, operate under the same regular rules of procedure as small boards.

Question: How is the best way to make the determination of "so large" and how much of the procedures generally applicable to committees change, and to what extent?  I'm wanting to know if things like calling the question are ever allowed in committees under this statement, or if it refers only to the decorum, such as standing to make motions, waiting to speak until recognized by the chair, etc.

Thanks!  Beverly

 

Dear Beverly,

Since Robert's Rules of Order Newly Revised refers to the procedures for committees and small boards as being similiar, I've concluded that small committees are those under 12 and larger committees are over twelve. (That is what he says a "small board" is.)

I've known of committees of thirty members. They use formal rules. The chairman presides and tries to be just as impartial as a president, and tries to get all the committee members imput. However, the chairman could discuss and vote.

In these large committees, members usually rise and address the chair and are assigned the floor when they want to speak to an issue. This way order is kept in the meeting.

I think the biggest problem in large committees would be keeping order and everyone's attention. It would be a temptation for people talking to each other while others are speaking and for a small group to domintate the discussion.  Robert's says the motions to limit or close debate are not allowed in committees. However, another parliamentary authority, says that debate can be limited or closed by general consent of the members.  I think this is where the chairman really needs to know how to keep the discussion going in the right direction.

The chair can say, "will the member keep his remarks to...."

"Does anyone have something new to say about..."

The chair could summary remarks, and then say, "Have we covered all possibilities?" Or the chair could say, "Can we go on to the next item on the agenda". Or "If no one has further comments, let's go on to the next item on the agenda."

` The key thing here is to keep the discussion on the subject and not let the members get off the subject or beat it to death.

Another possiblity is for the committee to adopt some basic rules of procedure. This could help get business done.

 

Robert McConnell Productions

 

Hello,

On page 406 from the "Robert’s Rules of Order" New Relative 1990 edition. It describes methods of voting procedures the note at the bottom of the page describing black and white balls deposited in a box for voting. The last sentences claims that this custom is apparently declining. Why is this custom declining? Any other information about why it is no longer being used in the US would be helpful.

Sincerely,

James P. Conway

Regarding the "blackball" procedure in some organizations, the Encyclopedia Britannica says about voting in ancient Greece, "In some voting situations, as in votes of ostracism and lawsuits, decisions were made by use of secret ballots in the form of white and black pebbles, marked and unmarked shells, or carved wooden tablets."

The problem with voting on membership with white and black balls is that, if the bylaws allow it, one black ball can bar a candidate from membership. This is a case of placing too much power in the hands of a minority of one or a few voters. Such a practice is manifestly undemocratic in the context of the principle that the majority should rule. If you have bylaws that allow one of a few black balls to ban someone from membership, and if the organization does not want to continue this practice, the organization should amend its bylaws by a proposal to do so requiring previous notice and a 2/3 vote. A more reasonable membership standard might be a 2/3 affirmative vote for membership, or a 3/4 affirmative vote. There should also be a similar vote required for expulsion. A 2/3 vote is typical in most organizations for this purpose.

The main reason this procedure is declining in America is because the paper ballot allows for more information to be put on one ballot -- i.e., members can elect more than one member at a time or a slate of officers on one ballot. It is my opinion that the other reason it is declining is because the concept of the "majority" rules.

The black ball is based on the belief of unanimity. That if all members can’t agree then it is not worth doing or a person should not be a member. But as stated earlier this could allow just "one" person to stop another from becoming a member or from some action being taken. This then is the equivalent of a dictator. So this is something for the members of your organization to consider.

The Parliamentarian

 

Dear Parliamentarian:

Just out of law school here in TX. Prior to law school came across somebody trying to get me to get into Parlimentary procedure and training/certification as I was director of a foundling nonprofit. {nighmarish board meetings}  Now that I've just graduated from law school, would like to follow up on the idea after the bar exam.   Would appreciate:

(1) the address and telephone no. of a certification or training organization, I've long lost my materials on the subject.

P.  There are two training organizations you could contact:
National Association of Pariamentarians 888-627-2929
American Institute of Parliamntarians 301-946-9220

Both organizations have web sites which you can reach through our site at <http://parli.com> Their web sites have complete info about training, certification, local parliamentary organizations, etc.

(2) a source for very comprehensive and detailed materials.

P. This source would be the two organizations, Also, our web site has a lot of information on the subject.

Also, would appreciate any commentary if you think such a skill would aid me in developing a law practice or perhaps the potential for specialized legal work. Wondering.

P. There are several lawyers in the organizations. I might suggest you contact one of them. One is the President of AIP Dick Weber. You can get his phone number from the AIP web site. Generally speaking, we have seen few lawyers outside the parliamentary organizations who have any significant expertise in this field. We would suggest that the field is wide open for you, especially if you are young (the average age of parliamentarians is over 50).

 (My interest is in providing a service to area nonprofits and using it as a networking tool to build my practice.)

P. Sounds like a good idea. They need the service.

 The Parliamentarian

Thank you, A Young Lawyer, Texas

Copyright 1998 Robert McConnell Productions, all rights reserved.