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Dear Parliamentarian Vol. 36 February '99

Dear Parliamentarian Vol. 36  February '99
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.



Dear Parliamentarian:

I am a member of Purdue Student Government and I am seeking guidance as to legislative authority. One of our senators has been recalled by his constituency. As we operate according to "Robert's Rules of Order" and there is the phrase "the house shall be the ultimate judge of its members," there are some who claim that congress can refuse to accept the recall of an elected official by his constituents. Others such as myself, believe that the constituents of each state have the right to recall their elected officials according to the laws of their state and that Congress lacks the authority to prevent the recall. As we currently do not have a parliamentarian, I would appreciate any guidance on this issue. Thank you for your time.

Manuel A. Paulet

 

Dear Manuel,

Are you talking about a representative in your student government? Or are you asking about the House of Representatives or The Senate of the United States?

If you are talking about the University of Purdue Student Government Association, then I need to know the following information before I can answer you.

What do you bylaws or constitution say about how this member is elected, what term they serve and do your bylaws provide for "recalling a member" or "rescinding an election", or "removal from office"?

Most student governments have some of this information in the bylaws.

If you don't have this information in the bylaws then if this Senator represents a certain group on campus, do they have it their rules?

If you will take the time to answer these questions, then we can be of help on this end.

Sincerely,

Robert McConnell Productions

 

Dear Parliamentarian,

Thank you for taking the time to hear our problems. The person in question is a representative to the student government. The bylaws state that a "vacancy shall occur when a senator............is recalled by his or her constituency." That is the extent of anything said in the bylaws, standing rules or constitution of Purdue Student Government regarding recall. Our senate is further governed by Robert's Rules of Order which state that the U.S. House rules should be used when everything else fails to make the issue clear. The senator belongs to Purdue off-Campus Student Coalition (one of the constituencies) whose constitution provide for the recall of a senator with the unanimous consent of the executive council. That consent has been given. Some senators in another constituency want to challenge this move by appealing to the House Rules stating that the House shall be the ultimate judge of its members. The claim is that this is parallel to what would be allowed for a state recalling their representative through provisions of their state laws. They say that congress has the right to over-ride the recall. I would appreciate if you could clear this up for me. Thank you for your attention.

Sincerely,

Manuel Paulet

 

Dear Manuel,

Congress may have the right to over rule a recall, but the student government officials do not have the right to over rule the bylaws unless they amend them.

Since your bylaws provide for a recall (however, I would like the entire quote of that particular bylaw--all that you left out between the dots), the Senate must conform to the bylaws. Your bylaws are very specific about this and therefore the Senate does not have to fall back on the rules of the House of Representatives. Robert's Rules is very clear and insistent that groups must abide by their bylaws until they change them through the amendment process.

If the student government officials try to keep this member and overrule the recall, they are in essence nullifying the bylaws or amending them without following the proper procedures. This is wrong and certainly against the democratic process.

May I suggest that you go to our WEB Page <http://parl.com and click on the Parliamentary Internet Newsletter. The first issue talks about ranking of governing documents. Your members need to see that not only are motions ranked in order of importance but our documents are too.

Robert McConnell Productions

 

Dear Parliamentarian,

The whole of the Bylaw in question goes as follows:

Article 1, Section 1, Part 6: "All senators shall serve one year terms concurrent with the Student Body Officers' officially recognized terms of office. A vacancy shall occur when a senator either resigns, is removed from office by impeachment, expelled due to attendance policy violation, is recalled by his or her constituency, or no one runs in an open election. Vacancies shall be filled by appointment of a new senator by the president of the housing organization, or by the constitutional mechanism established by the housing organization." Please let me know if this changes anything in your prior missive.

Thank You,

Manuel A. Paulet

 

Dear Manuel,

It does not change my ruling. However, if his term is almost over, does it make sense to do this?

The Parliamentarian

 

Dear Kerry,

Here is some background on the questions that you asked me about impeaching the President.

First when the investigating committee was formed and were to seek out information, they should have gone to the President to hear his side of the story. Remember in a democracy -- fairness is essential if the organization is to be preserved.

Robert's also says the member or president should be given the opportunity to rectify the situation. Can this offence be rectified? Has he been given the opportunity to resign? Or is the members of your senate over reacting? Can this be resolved in some other way than to have a trial? Sometimes taking a more reasoned and "let's sit down and talk this out" approach is a better method.

If you continue with the impeachment/trial procedure then these are the rules.

First of the all the managers should be appointed for their reasonableness and fairness. Robert's Rules says that the duty of the "managers is to act as prosecutors -- in the sense of making every effort to secure conviction -- but rather to strive that the trial will get at the truth and that, in the light of all facts brought out, the outcome will be just."

The vice president should preside. If the vice president doesn't want to preside then another officer should preside. If no officer wishes to preside then someone should be elected to chair the meeting. This person should be fair and be very knowledgeable in parliamentary procedure.

At the trial the proceedings are as follows:

1. The chair directs the secretary to read the charge & specifications.

2. The chair asks the accused how he pleads -- guilty or not guilty-- to each charge.

3. If the plea is guilty there is no need for a trial. The members then can go directly to the penalty. If it is removal then, someone will have to make a motion and it will have to be adopted by a two thirds vote.

4. If the plea is not guilty, then the trial proceeds.

a. the opening statements by both sides -- the managers first.

b. testimony of witnesses produced by the managers

c. testimony of the defense witnesses

d. rebuttal witnesses on behalf of the society, and then on behalf of the defense, if any

e. closing arguments by both sides. Up until the completion of the closing arguments, no one is entitled to the floor except the managers and the defense; and they must address the chair except when questioning witnesses.

f. when closing arguments have been completed, the accused must leave the room. If the counsel for the defense is a member of the society, then he can remain and take part in the discussion and vote.

The chair phrases the question this way: Is the President guilty of the charge and specifications preferred against him?" Then each specification and charge is read, opened to debate, and voted on separately. The specifications or the charge can be amended to conform to facts brought out in the trial, but not in such a way as to find the accused guilty of a charge not wholly included within charge(s) for which he has been tried. He can also be charged with a lesser charge.

After a vote is taken, if found guilty then a penalty needs to be decided. If found innocent then he needs to be exonerated. If he is removed it needs a two thirds vote.

g. After the vote the accused is called back into the hall and advised of the result.

Remember he has a right to a defense counsel and to be heard. The trial should be in "executive session"--meaning closed to non members and all information is confidential. That means students are not to talk about it with anyone outside the organization.

If his term is about up, is there anyway to resolve this than this method? As advisory, I'm sure you can bring some reasonableness to this entire process.

The Parliamentarian

The above information is from ROBERT'S RULES OF ORDER NEWLY REVISED, 1990 EDITION PP. 646- 656

 

Dear Parliamentarian:

 

First one is easy. When we set up a committee to review our by-laws do we need a majority or 2/3 (to set up committee). I assume majority. When the committee is changing the items within the bylaws do they vote on changes by majority while they are doing them?. When the committee has completed its work and all of its suggested amendments are in place, do they submit to executive and request them to pass the changes: 1. item by item and passing or rejecting the changes (amendments) by a majority vote (or 2/3 on each item). OR do they submit the total (new ) by-laws with all the changes and vote for or against the total document, by a majority or 2/3? Is it that the executive deals only with the changed items and accepts them by a majority vote on each one AND then the total document must be accepted by a 2/3......i.e. where (when) are the 2/3 or majority votes used?

2nd question. the catch 22 situation and how is it undone when It is realized within hour of the time the item is to be used? ex: an item that cover interviewing and voting for a new executive person when that person is replacing a former member. Item states in part that if a quorum is not available when the interviews start then a committee will be formed and the results of the interview will be submitted to the whole executive for their approval of the candidate selected. There is something inherently wrong with this item as it reads to this point. can you spot it. However the real catch 22 appears on the next line which states: Executives not attending the interviews will not be eligible to vote. (which seems wrong without the catch 22 situation anyway). Keep in mind that this item is part of the total by-laws and probably had to be approved by a majority or 2/3 at the time the item or the total by-laws were amended and accepted. ?How quickly can we perform a remedy? and what is required to get it done?

 

Thanks for your quick response

paulc6@hotmail.com

 

Dear Paul,

The first that I recommend that you do is read our Parliamentary Internet Newsletters on Bylaw revisions and amendments. The March 1997 news letter is on handling a revision. Then see the July 1997 about amending bylaws.

Usually a bylaw committee is brought into existence by a motion and a majority vote.

All proposed changes to the bylaws or the making of a revision is decided by a majority vote by the bylaw committee members. Then when the committee is finished they submit it to the body who has the authority to approve the proposed revision or proposed amendments. Look in your bylaws to see who that is. It could be your board or it could be the entire membership.

When a revision is proposed to a body for approval they discuss it Article by article. As each article is being explained members of the assembly have the right to propose amendments or changes to the document. These proposed changes are adopted by a majority vote. The after all changes are made the final document is adopted with any changes made by the members by a two thirds vote.

After the bylaws have been adopted by a two thirds vote, then the only way to change them is to go through the amending process.

You will have to follow the rules in your bylaws about how quickly it can be done.

This is what is wrong with the bylaw. Whoever wrote it thought they could get around a quorum by having a committee. Remember even committees have quorum requirements to have official meetings.

You are right it is not fair to prevent the board members present from voting if the voting is be done at another meeting where they are present.

If they decide to have a committee interview, then the report should be given to the executive board to vote on.

I hope have understood what you were trying to ask and I hope I have answered it satisfactorily.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for your quick response. It was helpful. Also your referral to your WebPages was helpful there is plenty there on amending by-laws. You noticed the catch22 and mentioned that committees have quorums too, but committees are established by the board of trustees and numbers and quorums set at that time. The item I referred to simply lists it as an option to do without parameters. However, the main binder is the line that reads "only trustees that attend the interviews will be eligible to vote. This is not a good situation even without the catch22. Restricting trustees, or executives from voting is always bad and should be undone. My main reason for mentioning the catch 22 is that it had to be written by a committee, voted on and submitted to the executive where it was passed again and then passed as a whole. How could we miss something like this and how do we get it undone in the fastest way possible? The only reason we found it was the item was to be used due to an unusual replacement. When we did find it, the chair and executive members refused to call a meeting or deal with it and we went through the process using the item as is. Fortunately enough showed for the interviews, but trustees attending later in time for the vote would not have been allowed to vote. When something is inherently wrong, we should not be able to say OH WELL it is in the by-laws and we have to live with it. thanks again, and if you care to comment more, please go ahead.

Paul

 

Dear Paul,

Again there is only one way to change this bylaw predicament and that is by amending your bylaws. Surely your bylaws include the method for amending. It is usually so many days previous notice, in writing, to let the members know what bylaw is to be amended and the proposed change. The notice also includes the meeting at which the proposed amendment will be taken up.

In amending bylaws the committee does not "catch" everything and neither do the other members. I have worked on many revisions and after they were adopted we still found mistakes -- even experienced parliamentarians have problems.

Now the thing to do is correct it.

 The Parliamentarian

 

Dear Parliamentarian:

A question about Attwood’s Rules of order:  Pages were faxed to me about this problem so I could make a recommendation.

Question:

The union is investigating to change the work schedule of the employees. A motion was made and seconded that this discussion be postponed indefinitely. The president said that only means it can’t be discussed until the next monthly meeting. I said it means that it can’t be discussed at all from now on.

The local requested me to do research on the term "Postpone Indefinitely". It’s not in our local or International Bylaws so we have to follow Atwood’s Rules of Order. Also, can you include your qualifications so incase they challenge your judgement. I have something to offer.

Thank You,

Tom Caruso

 

Dear Tom,

Atwood’s Rules are very clear about the purpose of this motion. See page 178 - 180. He states, "The effect is to kill the main motion. It does not postpone the motion." (p. 178) After the motion is made and seconded the members can discuss the main motion and why they want to kill it. Atwood states, "It is debatable. The debate continues on the main motion." (p. 178) This motion needs to be voted on. If it is adopted, the main motion can not be considered again at this meeting. However, it is not dead forever. This would not be according to the principles of parliamentary law. It can be made again at the next regularly scheduled meeting. I don’t have the entire book, but he does talk about renewing motions on page 159. (you did not send me page 160 so I don’t know what he further says about renewing motions).

So the key points are this:

1. Postpone Indefinitely is to kill the main motion not to put it off to another meeting.

2. It is debatable. It is debated at the time it is made and discussion goes to the main motion.

3. It must be voted on. A "yes" vote kills the main motion, and it can not be brought up again at the same meeting. However, a yes vote can be reconsidered at the same meeting by someone who voted "yes". A "no" vote means that the motion is still under discussion, but members still have to vote on the main motion. It could still be defeated if members were persuasive enough in debate. He gives examples of how that can be done on page 179 and 180.

4. If the main motion is defeated it can again be made at another regularly scheduled meeting. If you want to stop it at the next meeting, he recommends making the motion to "Object to consideration of the Question."

5. Now some further explanation about the motion to "Postpone to the next meeting". At the time this motion is made, it is debatable and members must vote to put it off to the next meeting. Just by making the motion doesn’t put it off to the next meeting.

I am a registered parliamentarian in the National Association of Parliamentarians. I had to take a very extensive test to become registered. I am recognized as a professional in my field. I have also written the book ROBERT’S RULES OF ORDER SIMPLIFIED AND APPLIED, and all the video scripts for our videos. "How to Conduct a Meeting", "Parliamentary Procedure Made Simple the Basics", and "All About Motions". I also write all the information for our WEB Site, and I am the primary person who answers all questions that comes to our page.  Hopes this helps.

 The Parliamentarian

 

Dear Parliamentarian:

OK....then here's some more background.....back in 1995, this motion was originally brought up and defeated. So in order to be discussed again, a person who voted to defeat it must make a motion to reconsider it and then it could be discussed and voted on...correct? But if it's brought up to be reconsidered and it's defeated, it can never be brought up again...correct?

Thanks

Tom

 

Dear Tom,

No, a motion can be reconsidered only at the same meeting. Any member can now make it as a main motion at the next meeting. There is no time you can NEVER bring something up again. If something is defeated at a meeting; it can be brought up at the next regular meeting. This is can go on forever. If you look at the explanation on "Object to Consideration of The Question" in Atwoods, he says this is a way to prevent this from happening.

If this issue was raised in 1995, do you think that things might have changed so that it would be good to discuss it again?

Usually when I get these kind of questions something else is going on the in the organization. If you need to discuss it further you can call me at 765-282-1124.

The Parliamentarian

 

 Dear Parliamentarian:

Good day, hopefully you will have some direction for us.

I am a member of a 16 unit townhouse association in Phoenix, Arizona. A former member (owner of townhouse and now sold it) somehow was retained as Association Manager, which I believe he means "Property Manager" attends each meeting and acts as Secretary and Treasure.... The president acts like a rubber stamp. I think this is improper, what so we do?

Thanks

John d

 

Dear John,

You need to first look in your governing documents and see what it says about who can vote, hold office and be the association manager. As an owner you have a right to have a copy of your governing documents. You also need to see who is to be secretary -treasurer and what are the duties of the "association manager". It may not be "property manager". If you get me that information then I can help you better.

The Parliamentarian

 

Dear Parliamentarian,

The only bylaws the current president is aware of are the ones accepted by the past president in June of 1997.

--These bylaws quoted material from the CC&R's about parking and peaceful enjoyment.

--- And that all tenants are invited to the Association meetings because they are a part of the community...???...

Tomorrow night I will attend an association meeting. The Agenda was made by "the vendor, Blue Chip Management, so called in the minutes as Association Manager and I believe he is secretary and possible treasurer or has been allowed to do so..??....

In a phone call today with the current president I ask how he presides over the meetings, he told me he gives the chair to Ron Olsen, owner of Blue Chip Management. And made a joke, that we don't run the meetings like the Senate on TV. Ron Olsen, Blue Chip Management Association Manager, who has raised the association fees in 2 years from $115 to $150 a month.... he takes control of the meeting... talks about everything he needs to do, talks about how he needs to change the CC&R's to repair the roofs. And then says let vote on it. Olson has sent out forms to get owners to sign and have notarized in hopes to capture 75% vote to change the CC&R"S....

Maybe I'm wacky, but after reading your book, this conduct is wacky and out-of-control. Ron Olsen, Blue Chip Management should only be allowed to speak as a guest.. Let alone dictate the meetings topics/motions and then say lets vote on it......

As I understand it, the above motion should have been open to members to discuss/debate as the president presides, altering pro & con arguments. And or if president wishes to offer debate give the chair to the VP.

......What can I do as a member?

John

 

Dear John,

There is a lot you can do as a member, and you are starting by educating yourself. Homeowner associations are a "horse of a different color". In many states there are state statues that deal with the many intricate problems of these associations. You need to find out if your state has any statutes that state how these meetings are run, how the officers are selected, etc.

The next thing I recommend is calling a registered parliamentarian. I personally know the parliamentarian I am about to recommend and she lives in a homeowner association. She would be a great help to you. Here name is Jane Zebrowksi. She lives at 7104 N. Via De Paesia, Scottsdale, AZ 85258. Call information for her telephone number. Another person that might be able to help you is Giselle P. Miller. She also lives in Scottsdale. Her number is 602-947-5758.

I would also ask Blue Chip Management what kind of rules they have that the association operates under. Surely they should have something. Check state statutes about how much a management company can be involved in the operations of your meetings.

We were thinking of re-locating to Arizona and when we were looking at property, I asked the realtor for copies of all governing documents for every house that we were interested in. So that information is out there. If I were you I would politely, but firmly insist on having a copy of all the rules that governed my property. I would also point out to these people that as a property owner in this association you have a right to know what motions they are adopting and the right to attend meetings. You need to see if board meetings are open to the members. They may have to be because they are adopting motions that effect everyone.

Like I said "homeowner associations are a horse of different color" and you really need to be working with a parliamentarian in your area that understands how these associations work.

The Parliamentarian

 

Dear Parliamentarian

Our Board needs help in resolving a question concerning a board members resignation and subsequent withdrawal of his resignation. The facts are these: A board member submitted a letter of resignation addressed to the President of our local dance club. The President wrote back asking the member to reconsider & stated that he declined to accept the resignation until the member had a chance to reconsider. The member then agreed to withdraw his resignation.

At the following board meeting another board member had a copy of the resignation letter and made a motion to accept it. (This motion subject was not on the agenda but was never-the-less voted on.) The motion carried 3-2 with the member in question not voting.

Our bylaws state only that " resignations will become effective at the time specified therein. No time was specified in the letter of resignation.

Does the person in question maintain his position on the board? A quick response will be greatly appreciated

 

Ernest J. Groome (tel. 843 767 2102)

 

Dear Ernest,

Was the person who wrote the letter of resignation present at the board meeting? And he did not vote or discuss the issue, is that correct?

If these are correct, then it sounds to me like the person wants to resign. The president did not have the right to "not accept" the person's resignation that is up to the board.

Normally when the board accepts the resignation then that is declaring the office vacant and the board should fill the vacancy.

If you need to talk to us, call Janet at 253-265-3184.

The Parliamentarian

 

Ernest J. Groome wrote:

I very much appreciate your fast response to my question. In response to your questions. The person who submitted the resignation letter was at the board meeting but didn't believe he had the right to vote since the matter concerned him. He did take part in the discussion and made known his desire to continue to serve. He very much wants to remain on the board. Another piece of information which may be pertinent, A meeting of board members occurred after the letter of resignation was received and then withdrawn .

This meeting was not a regular board meeting, but a quorum was present. The purpose was to establish committees and select chairpersons. The member in question was not challenged at this meeting and was in fact selected as chairman of one of the committees.

 Ernie

 

Dear Ernie,

First of all, the member should have had the right to "request permission" to withdraw his resignation if he wanted to stay on.

Second, he had the right to vote. The only time he would not have the right to vote is if he was on trial for removal, or the members were voting on a motion that had to do with monetary interest.

The Parliamentarian

 

Dear Parliamentarian:

I am a member of a Middle School PTSA and have volunteered to help revised the bylaws. Only one member could find any bylaws, and they are outdated (1991). So the PTSA has been functioning without knowledge of their own bylaws. The biggest problem is that our PTSA only has monthly board meetings. The board consists of the officers, school principals, a teacher representative, the student council president, and all standing committee chairmen. This group may total about 30 people. Our membership is over 300. I asked why there are no general membership meetings, and was told that the board meetings are open to all members. I think that any member can vote at the board meetings, even if they are not on the board. But usually no one else attends the meetings,anyway. All voting (elections, budget) takes place at these board meetings. I feel like the general membership is being ignored--most parents I talk to don't even know when the meetings are held. We have a newsletter that is mailed to the general membership about every two months, but the last one didn't even state the date of the next meeting. Minutes of the board meetings aren't even posted. I proposed changing our procedures to reflect the State PTA bylaws recommendations (e.g. having both board AND general membership meetings), but most of the board wants to leave things as they are. I've contacted our PTA regional director and she is going to get back with me on any rules we may be violating. Question: Can an association like ours conduct business with ONLY board meetings? I am finding it very difficult to amend the bylaws to reflect our present procedures. Thanks for your help,

KARIN

 

Dear Karin,

First of all, unless the organization can find a later copy of the bylaws, you are still under the government of the 1991 bylaws. Usually bylaws are not changed every year. Does a local PTA organization have to file any changes in bylaws with the national association or regional director? If they do then they may be able to find a copy of the latest revision of bylaws. If not then take the 1991 bylaws and read them! See what it says about the board and general meetings. Then ask that these bylaws be enforced and then propose that the board form a committee to revise them if they need revision. Do the bylaws provide that so many members can call a special meeting? If it does why not call a special meeting and discuss the issue of a board controlling things instead of allowing the general membership the right to have its say.

I suspect that an organization like yours may have one annual meeting a year where the members elect the board. But then I really don't know. If the PTA has regular meetings every month then they really wouldn't need a board but an executive committee of the officers that met and brought issues before the membership.

Perhaps your organization, since it is so large, has it set up that the board conducts the business of the organization. However, they should not elect officers or board members, or amend bylaws. Only the general membership should do that!

If you are not a member of the board you can not attend meetings unless they are "open"(that should be stated in the bylaws) and you certainly cannot vote. Only the members of the board can vote. So in essence what this group is doing is letting 30 members or a smaller group run the organization. This is wrong and very dangerous.

I hope your regional director can help you get this straightened out. A lot of these mistakes may be just ignorance in operation and thinking that "this is the way we've always done it". But through education this can be changed.

The Parliamentarian

 

Dear Parliamentarian:

Our Homeowners Association is sorting out which rules of order to use during HOA meetings and board meetings. We have been using Robert's Rules up until now. What other rules of order are widely used? Do you have a rough estimate of the percentage utilization of each for organizations in the U.S.? Are there major pros and cons?

KYChevroid@aol.com

 

Dear Ky Chevroid,

There are two other parliamentary authorities that are available to buy. Alice Sturgis Rules of Order, and Riddick Rules of Order. It is my opinion that Robert's Rules is still the best book. Riddick is more like a dictionary that explains procedures; it is also based on Congress and Senate rules which does not really fit small organizations. Sturgis' book which is very simple does not include enough information to help an organization solve problems when they get into trouble. Homeowner associations need a comprehensive book, because these associations always seem to be having many problems and contentions!

What I would recommend if your organization is having problems understanding Robert's Rules is that you buy some books and videos that explain it in simple terms. We have a new book out called ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. You can buy it from us or at your local bookstore. It cost $8.95. We also have videos on the subject. See our bookstore at <http://parli.com.

Another thing that you might want to do is find a parliamentarian in your area and have them give you a workshop explaining Robert's Rules and how the procedures work. We give workshops to small groups all the time. We find once they see how it works and act it out then reading the book is not so intimidating.

There is one other book that I prefer to Robert's Rules and that is George Demeter's book on parliamentary law, but the publisher has discontinued publishing.

The Parliamentarian

 

Dear Parliamentarian:

I am part of a nonprofit athletic association in the state of PA, and I would like to know if our type of association is bound to follow any law either federal or state that describes how this association should be run. I guess my question is are meetings and money handling required by law to be run under the guidelines of Robert's Rules of Order or any other type of rules. Thank you very much if you can help me with this question.

 

Thanks again,

Gary Nolan
gnolan0660@aol.com

 

Dear Gary,

The only way to find that out is to call the Secretary of State in PA. and ask them if there are state statues applying to your organization. You will also have to ask if there is a requirement to run meetings after Robert's Rules. It is helpful for organizations however to adopt some parliamentary authority to help with meeting procedures and solving those organizational problems that always come up.

The Parliamentarian

 

Dear Parliamentarian:

 

We have been carrying an article on affirmative action in our institutional bylaws for years. I contend that it should be in the policy manual, not in the bylaws. Can you comment?

Dolores

 

Dear Dolores:

How is it worded in the bylaws and what section is it in? What kind of organization is it? What is the reason they want it in the bylaws?

The Parliamentarian

 

Sr. Dolores Filicko wrote:

Thank you for your prompt response. We are a university with a long established Board of Trustees. The statement is an article of its own titled "Affirmative Action and Nondiscrimination Statement." It was added to the bylaws about 1980. Why? My personal belief is that adoption of an affirmative action statement in the 1970s was rather a new and very important effect of the federal law. Am I wrong in thinking it is a policy and not a bylaw? Our parliamentary authority, incidentally, is Robert's Rules, but I do not find any reference in it about the pros and cons of including policies in the bylaws.

 

Dear Sr. Dolores Filicko,

As you may know Robert’s Rules does not discuss policy statements. After some research from other parliamentary authorities this is what I found:

"Policies relate to principles, aims, and customs of the society. Policies define beliefs, and philosophy, and are as binding on the organization as the bylaws that define its structure. Policies are adopted to determine consistent action in response to recurring problems. They are usually put into writing for reference and as a kind of protective insurance concerning the subject covered by the policy. Once adopted, policies set the standard for all further action that comes under its decisions."

"Policy statements do not belong in the bylaws. They more readily belong in standing orders. They may be changed by the assembly by a majority vote, and therefore there is no reason for suspending them. Policy statements usually relate to positions taken on human rights, equal rights, professional codes, or standards for association operations."

The preceding is from RIDDICKS RULES OF PROCEDURE, (1985) pages 141-142.

Bylaws are to set up the structure of the organization. This structure you can find in ROBERT’S RULES OF ORDER NEWLY REVISED under the chapter on bylaws.

Perhaps your board of trustees wanted them in the bylaws because bylaws are usually harder to change. But an organization should not clutter its bylaws with such policies. The other thing to remember is that when something is a Federal law that also takes precedence over any of the organization’s laws. (However, if you are a private religious university that does not take government funding, then the previous sentence does not apply.) Also if it a federal law that applies to you then you might not need it in your policy statement at all.

The Parliamentarian

 

Dolores M. Filicko, IHM wrote:

 

This is to say thank you for your helpful service. Your recent references re bylaws and policies pointed me in the right direction. Would you help one more time? The words "Board policies," "rules," and "standing orders" all seem to mean the same thing. What are the differences?

Incidentally, I find we have your video "Parliamentary Procedures Made Simple" in our library. Thank you so much again!

 Dolores

 

Dear Dolores,

You are right many of these come under different names. There are two types of rules:

1. Rule of order; Riddick calls them standing rules: These have to do with procedures that are different than what the adopted parliamentary authority states. It may be adopting an order of business that is different from the order of business in the adopted parliamentary authority. It also may include different rules of debate. It may include different rules for voting. These rules can be suspended by a two thirds vote; they can be amended with previous notice and two thirds vote.

2. Standing Rule: The second type of rule has to do with administrative things of the assembly. It could be the time of meetings or it could be maintaining a guest register for the group. A new standing rule can be adopted by a majority vote without previous notice. It can be suspended for the duration of the meeting by a majority vote. It can be rescinded or amended under the rules of "Rescind" or "Amend Something Previously Adopted". That means with previous notice a majority vote; without previous notice a two thirds vote or a vote of a majority of the entire assembly.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for the enjoyable conversation of a few moments ago per my constitutional dilemma. I look forward to your response.

Our situation and history:

Our current constitution requires a quorum of 25 members for any regular or special meeting of the congregation. However, our Article XIII of our constitution requires a quorum of "75, present and voting" to "alter or amend" the constitution. There is no provision for mailing the constitution to people and having them vote by mail or proxy.

In the Fall of 1994 and January of 1995 we made to attempts to amend the constitution. Both were at meetings announced more than two weeks prior to the meeting, with the amendments having been mailed to all members by that two-week requirement, as well. At both meetings we had enough people to meet the requirement of 25, but not enough to meet the requirement of 75.

Yesterday, January 31, we again planned to vote on another set of amendments (different from those in '94 and '95). We mailed all amendments to the entire congregation at least two-weeks in advance of the meeting. We announced the meeting from the pulpit on two consecutive Sundays. We telephoned 98% of members living locally informing them of the meeting and urging their attendance. 64 people were present, so we took not action.

Our plan, until my speaking with you, was to call a "convention" to vote on a "new" constitution. Our thinking being that since our present constitution talks only of "altering" or "amending" that we might be able to vote on a "new" one with a lower quorum requirement. You said, "No, the quorum of 75 would still be in effect." So, what do we do. Over the last 4 years and 4 months we have made three attempts to make changes in the constitution, which the church leadership (our Council) has recommended to the church. Each time no changes have been made because we have fallen short of the number required by the constitution.

Would you please give some direction as to what we might do? Also, would you be so kind as to share you credentials with me, so I can verify you as an authoritative source? The leadership of the church and I will be very appreciative if you can help us in this matter.

Thank you!

Sincerely,

Rev. Dr. Donnley Dutcher
First Congregational UCC
311 Second Ave.
Sterling, IL 61081

 

Dear Rev. Dutcher,

Here is my recommendation: That you send out another letter that informs the members that the bylaws are going to be amended and that it takes 75 people present to have a quorum. Since you have attempted three times to amend them and 75 people have not come to any of the meetings, the bylaws could not be amended. However, at this meeting the bylaws will be amended no matter how many attend because it is apparent that those who do not come are not interested in the business of the church.

Then I would try to get as many people as you possibly can to this meeting. The members might surprise you and you might make your quorum requirement. By informing them in your letter that you are going to go ahead with this, I don’t think anyone can protest because you have conscientiously tried three times and the bylaws need to be amended. Robert’s Rules does not constrict people. What if you did not have the members to meet a quorum requirement? Then are you as an organization never going to be able to amend your bylaws? If you make every effort to get people to the meeting, calling them, talking to them encouraging them, then I believe you have fulfilled your requirements. Perhaps they don’t come because they know there won’t be a quorum and they’ve just wasted their time by coming to the meeting. If you stress you will be having it, then perhaps more will come because they know that they will accomplish something.

Another thing that I would recommend is that you start talking to your members about the privilege they have to participate in making decisions for the church body. Many churches are not based upon the democratic principle. This is a privilege and they should protect and defend it by attending meetings and participating in decision making.

The Parliamentarian

 

Dear Parliamentarian:

 

Please respond to quinnml@prodigy.net

An Association has a description of member in good standing. The secretary errs and allows a member not in good standing to vote on motions for nominations and elections.

Are the elections valid or should they be re-done with only members that are in good standing?

Also, should a member disqualify themselves from voting on election if there spouse/finance are working?

Michael

 

Dear Michael,

Please send more information about how the member was not in good standing, and if this one member's vote affected the result of the vote. And I do not understand what you mean by "spouse/finance are working".

The Parliamentarian

 

Dear Parliamentarian:

The Association in their bylaws says that members are eligible to vote at their annual meeting by attending 4 meetings during the year. the individual only attended three. Their vote did not effect outcome but their is a part of Roberts Rules which talks about illegal participation in violation of bylaws results in motion being overturned even if vote is unanimous.

Also, I meant fiancée. The fiancée was also the secretary that allowed the member not in good standing to participate in the meetings and vote on election.

Michael

 

Dear Michael,

I've done my research. The statement in Robert's that you are referring to is on page 108, of ROBERT'S RULES OF ORDER NEWLY REVISED, 1990 ED. It states: "No main motion is in order which conflicts with national, state, or local law, or with the bylaws (or constitution) or rules of the organization or assembly. If such a motion is adopted, even by a unanimous vote, it is null and void."

However, this does not apply to your situation. On page 410, of the same book it states this: "If there is evidence that any unidentifiable ballots were cast by persons not entitled to vote, and if there is any possibility that such ballots might affect the result, the entire ballot vote is null and void and a new ballot vote must be taken. The principle is that a choice has no mandate from the voting body unless approval is expressed by more than half of those entitled to vote and registering any evidence of having some opinion".

However, at the time the vote is taken or any time during the meeting after the vote is taken, a member should rise to a point of order and ask if everyone who voted was eligible to vote. If then it becomes apparent that someone voted who should not have voted then the vote should be taken. But after the meeting, it is too late to revote.

Perhaps you need to have more than one person be responsible for giving members voting cards or saying who is eligible to vote.

The Parliamentarian

 

Dear Parliamentarian

I BELONG TO A RATHER LARGE ORGANIZATION (350 MEMBERS). I AM A MEMBER OF THE BOARD FOR FOUR YEARS. RECENTLY WE RECEIVED A BY LAW CHANGE THAT CHANGES THE CONCEPT OF OUR BOARD. TWO BOARD SEATS WERE PROPOSED TO ME REMOVED AND ONLY ONE NEW ONE ADDED BACK. WE HAVE A NINE MEMBER BOARD AT PRESENT WITH THE TENTH MEMBER BEING THE PRESIDENT WHO DOES NOT GET A VOTE. MY QUESTION IS THIS: IS THERE ANY REASON BASED ON ROBERTS RULES (WHICH WE ABIDE BY IF NOT COVERED IN OUR BYLAWS) THAT

STATES A BOARD SHOULD BE AN EVEN OR ODD NUMBER OF PEOPLE.

I HAVE ALWAYS BEEN TOLD YOU SHOULD HAVE AN ODD NUMBER. IS THIS CORRECT. I WOULD APPRECIATE ANY HELP OR REFERENCE YOU COULD GIVE ME.

devery@zebra.net

 

Dear Polly,

This has to do with "who is going to break a tie vote." If you have a even number, and all vote, and it is a tie vote, then who can be the deciding vote? A tie vote means the motion fails. So that is why it is recommended to have an odd number.

The Parliamentarian

 

 

Dear Parliamentarian,

THANKS FOR YOUR REPLY SO QUICKLY. OUT PRESIDENT DOESN'T VOTE. SHE WOULD BE THE ONE TO BREAK A TIE. IT HAS ALWAYS BEEN THIS WAY ON OUR BOARD. OUR BY LAWS STATE THAT IT TAKES FOUR MEMBERS IN GOOD STANDING TO PRESENT A BY LAW CHANGE. THIS BY LAW CHANGE WAS PRESENTED THAT WAY WITH FOUR SIGNATURES. OUR MEETING TO VOTE ON THIS IS IN TWO WEEKS. SHOULD A POINT OF

ORDER BE CALLED ON THIS WHEN IT IS BROUGHT UP TO BE VOTED ON BEFORE THE MEMBERSHIP OR SHOULD OUR PARLIAMENTARIAN ASK THEM TO WITHDRAW THE BY LAW BECAUSE IT IS TECHNICALLY WRITTEN UP WRONG.? ANY ADVICE WOULD BE APPRECIATED. BY THE WAY I HAVE SERVED AS PARLIAMENTARIAN FOR THIS ORGANIZATION TWICE. I LOVE IT! I HAVE NEVER FOUND ANYTHING QUITE AS INTERESTING AS PARLIAMENTARY PROCEDURE. I GUESS I MISSED MY CALLING IN LIFE!

POLLY

 

Dear Polly,

When it is made at the membership meeting, speak against the proposed change and then make a motion that it go back to the board for further consideration and to have a professional parliamentarian look at it.  Then it is up to the members to decide what they want to do by voting.

The Parliamentarian

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