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Dear Parliamentarian Vol. 45 Nov. '99

Dear Parliamentarian Vol. 45  Nov. '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 looking for information on electing new officers according to Robert's Rules of Order. Special interest in what to do if there is a tie.

Quincy

 

Dear Quincy,

If your election rules have no way of breaking a tie in the election and president votes with the other members, then you have to vote again on that office in which there is a tie vote.

The Parliamentarian

 

Dear Parliamentarian

 I am involved with a non-profit corporation governed by their by-laws.   The last meeting held was the annual meeting for which elections were to be held. The meeting had several people in attendance that were not on the board of directors. At the beginning of this meeting it was voted on to suspend all by-laws until the time when new ones could be adopted.  After the by-laws were suspended there were no rules or guidelines to follow. All people in attendance were added to the board of directors, although none were eligible under the by-laws. There was no longer a limit to the number of board members which was previously limited to 18 members. Husbands and wives were voted onto the Board of Directors, something that was strictly prohibited under the by-laws. All of the above resulted in a completely new slate of officers. It was then decided that the organization would hold a re-organizational meeting two weeks following. Was this meeting legal? If not what can be done about it? Can a non-profit corporation suspend all by-laws and have no by-laws governing the organization? Can a non-profit corporation registered with the state reorganize under the same name? I would like to know if you can provide any answers for the above questions. I realize that there is a fee for your work. How much do you think it would cost? There are several of us wanting answers and we really don't know where to turn. PLEASE RESPOND AS SOON AS YOU CAN, THE NEXT MEETING IS SOON!

THANK YOU!

Millie

Dear Millie,

You definitely need some help and guidance. If you tell me where you live, I can try to put you into contact with a parliamentarian in your area.  First, bylaws can't be suspended unless the bylaws provide for such a provision in the bylaws themselves. Most bylaws do not do this. I know of only one organization that provides for this. However, the suspension had to be of 80% of the membership. So if your bylaws did not provide for this, the action taken was null and void. You also might want to contact your secretary of state's office to see what kind of laws they have regarding this.You will have to contact the Secretary of State's office to see if they can re-organize under the same name.A parliamentarian in your area or state would be the best for you to work with because they should be familiar with the state laws concerning this.So please give me the city and state where you and this organization are located and I'll see who I can find for you to work with.

The Parliamentarian

 

Dear Parliamentarian:

Good afternoon. I am a member of a volunteer fire department that recently felt the need to appoint a trial board to investigate charges brought against a member by other members. I am interested in obtaining information or an opinion as to weather or not the trial board went beyond their jurisdiction in deciding the matter. I am hoping that you can either provide me with an opinion or direct me to a source of information that can assist me.  I will not burden you with the details at this time. If you can be of assistance in any way, please contact me either by e-mail at john.quaranto@usdoj.gov or by phone at work, M-F between 9:00 and 5:00. The number is:  Thank you in advance for any assistance you can provide. I look forward to hearing from you in the near future.

John C. Quaranto.

Dear John,

See our Website http://parli.com, The Newsletters on Impeachment and Trial. It has the right procedures for an investigating committee.

The Parliamentarian:

 

Dear Parliamentarian:

Hello again. I just wanted to thank you so much for your advise regarding floor nominations at our annual meeting. Everything worked out and our new board is in place. I plan on ordering your video on how to run meetings so this will NEVER happen again.

With great appreciation,
Karen Smith
Biltmore III Homeowners Assn.

 

Dear Parliamentarian:

The following is my question:  If the by-laws of a non-profit indicate in two places the specific duties and voting rights of the National Committee, can the Executive Committee (i.e. board) ignore the National Committee's rights and enact a policy simply by virtue of explaining it as "day to day activity" Here are the pertinent by-laws:

1) Article 2 Section 2.5 Dues. Each individual member shall pay dues to USA Powerlifting in an amount, if any, determined by the National Committee and within specialty groups such as high school. The amount may vary from year to year and may vary by category of membership.

2) Article VIII Section 8.2C Fee: Application fee amounts will be determined by the National Committee. (See Article 2, section 2.5). Of this application fee, funds set by the national Committee will be reimburse to the state chair and also used for newsletter costs.

3) Article IV, Section 4.1 Purpose and Duties . Between meetings of the National Committee, full power, management, and control of USA Powerlifting shall reside with the executive Committee.

As you may already have guessed, the Executive Committee voted and implemented a dues (aka application fee) increase 4 days ago, to be effective one day earlier, with no vote by the National Committee. The National Committee meets once a year (unless a special meeting was called).  At the last National Committee meeting in July there was not vote or motion in regard to increasing or changing dues. There have been no special meetings since the national meeting. The precedence within the organization has always been that dues changes are voted on at the national meeting.  Almost all historic annual national meetings have included a discussion on dues, and some have held votes. This past July there was no formal motion for discussion or vote in regard to dues.   Is this vote to change dues by the Executive Committee allowable and enforceable? If you know of any official references that support your answer, that would also be helpful. (P.S. there was no "emergency" mentioned in the Executive Committee's explanation. The factors putting pressures on dues increases have been documented and in existence for years).

Sincerely,     
Andrea L. Sortwell

 

Dear Andrea,

The action of the Executive Committee is null and void. The Bylaws do not give them the authority to raise dues. The reason an organization puts in the bylaws who can change the dues is to protect the members from this kind of action.  Robert's Rules of Order Newly Revised, 1990 edition, page 108 states: "No main motion is in order which conflicts with the national, state or local law, or with the bylaws (or constitution) or rues of the organization or assembly. If such a motion is adopted, even by a unanimous vote, it is null and void."

The Parliamentarian

 

Dear Parliamentarian:

I have been looking at your web site and thank you for providing such useful information.

I am the parliamentarian of our secretaries' association for the coming year and something has occurred since our annual meeting which was held in October that I am not sure how to handle. Our association voted on some by-laws changes. The changes were sent out prior to our meeting (as called for by our by-laws) and they were voted on but the president did not list each change separately, she asked for a vote on all changes as a group. No one asked that the by-laws be voted on separately and they passed.

We now have part of our association who would like to negate this vote and vote on them individually at our next annual meeting. What is the procedure for asking that the by-laws be rescinded and voted on again?

Thank you for your assistance.

JANICE DOTSON

 

Dear Janice,

Thank you for your remarks about our WEB Site. We are glad that you find it so helpful.

Now, about your bylaws. What the members originally did was vote on then "en bloc" which is a correct procedure. If the members wanted to consider them individually all they had to do wasmake a motion to consider them in that way. It is the incidental motion "Consideration by paragraph or seriatim". See ROBERT'S RULES OF ORDER NEWLY REVISED, 9th ed. Page 272. Why do they now want to vote on them individually? Do they want to make some changes?

If the members want to rescind, they are in essence moving to amend the bylaws by "striking out" certain provisions. If they vote to rescind, then all those provisions will be struck from the bylaws. Then if they wanted to insert new ones, they would have to propose new amendments.

The question that I have for you is what is the motive behind wanting to rescind? Do they want to change what they adopted or just vote on them again? I'm having a hard time understanding the "why". If you could give me more information about what the members want to accomplish, then I can advise you on the best way to approach this situation.

The Parliamentarian

 

Greetings,

I have been a union president for 9 years and had a parliamentary class at a local high school prior to my going into office. I have recently encountered a problem within our meetings. We hold a meeting monthly, at the September eeting a vote was conducted on the issue to certify an individual for stewardship. The motion was defeated. The individual was not certified. In the October meeting, this individual did not have anyone bring up the subject in unfinished business nor new business, but under good and welfare attempted to have the motion reconsidered but no one on the prevailing side had intervened and I explained that this would require a reconsideration of the motion made by the prevailing side, etc. The individual advised after the meeting that the issue would be brought up in each following meeting until success of becoming a steward had been achieved. This November meeting, the individual had another person bring up under new business the same motion dealt with in the September meeting. I as Chair called the motion out on order on the basis that this was not a new motion and that the motion had been dealt with in the September meeting and that the individual who made the motion did not vote on the prevailing side for a reconsideration of the motion. The individual who had not received certification appealed the decision of the chair. The chair decision was sustained by the membership. However, the individual submitted written documentation and proclaimed that the information came from contributing editors of Robert's Rules of Order stating that the same motion could be brought to the floor as many times as desired "until the cows come home" and be in order. The individual felt the chair was trying to "railroad" the meeting by refusing to accept the motion and be voted on each month.

I felt that I dealt with the issue appropriately and would not ever be desirous of handling a motion in a way to stop membership vote. Please provide me something in writing that says that a motion that was defeated can be brought back by any other method than that of reconsideration or rescind and changing the motion. Your help in this matter will be greatly appreciated.

Sincerely want the right to prevail,
Shirley

 

Dear Shirley,

You are right that the motion could not be reconsidered. However it was not that the member did not vote on the prevail side, but because the motion to reconsider must be done at the meeting the motion was adopted and not at the next meeting.

However, since the motion was defeated the member can renew the motion at the next meeting or at every meeting until it is adopted - unless you have some rules to the contrary.

The Parliamentarian

 

Dear Parliamentarian:

If an executive board moves to have a budget approved in January, how can they abide by the budget if a member has the right to bring up a motion every month to change that motion. To continuously deal with the same motion every month on the same issue seems to inhibit the running of a business if you have no rules to put into place a motion from the previous meeting. Example, at the September meeting a motion is made to send a representative to a meeting in behalf of the organization in December. The airline tickets are purchased the day after the motion passed in the September meeting, the individual changes their time off to accommodate the motion, reservations for place to stay are secured and per diem is arranged. Then, at the October meeting a new motion is made to not send anyone to the meeting, the motion is allowed to be renewed by the chair. Then, the motion is not to send an individual to the meeting, the membership is now going to loose money as a result of acting on the previous month of September motion to purchase a plane ticket so as to get the best possible rate. Then, at the November meeting the motion is brought up again, discussed, voted on and the decision of the majority is to send someone and now must re-complete the airline arrangements. How can this be in the best interest of the membership and Robert's Rules be helping to bring order? When is the motion considered a dilatory motion, seems that a person could just keep the organization working on the whims of an individual looking for a group that will support their own fishing expedition not in the best interests of the majority of the membership?

I would think that this would be the intent of having to reconsider a motion that had already been dealt with for new evidence in a timely manner to be in order. That having someone who voted on the prevailing side would mean that possibly a condition had been changed.

I am not sure I understand being able to continuously bringing up the same motion month after month is in the best interests of the members who faithfully attend and vote their convictions. However, I want to do the right thing.

What would be your suggestion for righting the "out of order" call on this matter of bringing the same motion "until the cows come home"? Your assistance is greatly appreciated in advance.

Sincerely,

Shirley

 

Dear Shirley,

The first e-mail that you wrote me was about the motion of a person who wanted to be steward and it was defeated. This motion can be renewed at other meetings because it was defeated.Now about the situation with the airplane tickets. In Robert's Rules a motion can't be reconsidered or rescinded or changed after adoption if it has been carried out and there is no way to undo the action. In this situation the airplane tickets were bought. The members can't undo this.

That part of the motion could not be changed or rescinded. Now there might be some aurgument about having another person go instead of the one who made arrangements to go, but I would even question that. The entire motion should have been ruled out of order. See pages 299 to 303 of ROBERT'S RULES OF ORDER NEWLY REVISED, 1990.

As president you need to know the difference between the motions that can be renewed and those that can't be. May I suggest that you get several copies of our book WEBSTER'S NEW WORLD: ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED for you and your members. This books explains these concepts in very simple terms to your membership and it's based upon the official book that I have cited as a reference.

See our WEB Page Bookstore to order. <http://parli.com>

Now about the budget. It is a guideline and can be amended at other meetings. But if you have purchased something that was in your budget then that can't be undone. Our book ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED has a section about budgets in it.

The Parliamentarian

 

Dear Parliamentarian:

Does the elected president of an organization who acts as the presiding officer in a meeting have to defer directing the business of a motion if that motion is being considered on an action that will directly affect the president? For example, some one makes a motion to pay the attendance fee for the president to represent the chapter, then does the president defer the motion to a impartial member like the vice-president?

Lynn

Dear Lenora,

In the example that you gave, the answer is yes. When a motion has to do only with the president and no one else, he/she should step down and let the  Vice President preside during the debate and vote on that motion. After it is temporarily and permanently disposed of, he resumes the chair.  If a motion includes the president and other people (unless it is of a disciplinary action) the president can stay in the chair.

The Parliamentarian

 

Dear Parliamentarian:

How Would a Florida Home owners association (Town Homes) Remove a Disruptive Board Member? Can the Board vote the member out or does this have to be done by the group of Homeowners?

Larry Darago

 

Dear Larry,

Are you talking about removing him permanently front he board or are you talking about just removing him from a meeting where he is disruptive?

The Parliamentarian

 

Dear Larry,

You can if you follow your bylaws. What does it say about removing someone?   Has anyone tried to talk to this person about his/her behavior? Why isn't the presiding officer asking him/her to be quiet and follow the rules.  Robert's Rules says that a disruptive member can be removed from a meeting. Have you tried that as your first step? Perhaps this kind of first step would make the member wake up.

First, if a member is calling others names or harassing them, the chair should remind the member to keep his remarks to the topic of the discussion and not to people. If the member continues to do this, then the chair should "call the member to order". This is a serious action by the chair.  Then the chair should ask the members what should be done. ROBERT'S RULESOF ORDER NEWLY REVISED, 1990 EDITION (or (9th edition) has an entire chapter devoted to discipline and removal from membership (or you could substitute from office). I recommend that you get this book to help your organization.

There is an association for Homeowners in Florida that helps with this kind of problem. Go to our WEB Site <http://parli.com and press on "Links to other parliamentary sites. The SHORN site will come up. This is the organization that you need. Click on it and I'm sure they can help you solve this problem without getting a lawsuit.

The Parliamentarian

 

Dear Parliamentarian,

At our next meeting we are to have nominations and elections of officers, but the some of the nominees that are being nominated may not meet eligibility requirements. They say they need time to check everything out. What should we do?

Nameless

 

Dear Nameles:

First, I recommend that you write a meeting script for your president to follow. See on pages 351 to 358 of ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED.On the script I would recommend writing the following:

PRESIDENT: "The next business in order is the election of board members. There has been a question raised by the nomination committee whether some of the nominees qualify to serve in these offices. It has been suggested by the board that since we will have the information in amonth that we postpone this part of the meeting to an adjourned meeting. What are the members wishes?

At that time you rise and make a motion:

Mr. President, I move that we have an adjourned meeting Dec____ at ____(time) to hold the election for board members.  (Now this isn't phrased exactly in parliamentary terms but I think this phrasing the members will understand.)

Another member has to second this. Have one of your fellow board members second the motion.

PRESIDENT: It is moved and seconded that we have an adjourned meeting Dec___ at ___(time) to hold the election for board members. Is there any discussion?

(Members can now discuss the motion and ask questions. They can amend the motion for date and time if they so desire. In an adjourned meeting other business can be brought up. Members need to understand this too. So if they want to adjourn early, any business left pending on the agenda would carry over to the adjourned meeting. The members need to know that when they adjourn for the evening they have adjourned to meet at a later time in December. (See page 119 in the book) The new meeting is a continuation of the current meeting. To begin an adjourned meeting, minutes of this meeting are read and approved before any other business is conducted. See page 362 of the book that I previously referenced. Our video ALL ABOUT MOTIONS goes into this thoroughly.)

After discussion the president takes a vote. If the members vote to do this, then he immediately goes on to the next business on the agenda. If the members vote it down, you either have to go with the election that evening or figure something else to do. In the discussionyou should be able to figure out what the members want to do.

The Parliamentarian

 

Dear Parliamentarian,

Thanks a lot for your help. Your materials are very useful to me. It is so hard to find a good parliamentarian these day and I am glad to find you.  Thanks again.

Simon M. Cheng, CFA
Charles River Associates
Phone (310) 209-6329
Fax (310) 209-6355
10877 Wilshire Blvd., Suite 710
Los Angeles, CA 90024

 

Dear Parliamentarian:

I hope that you can help. I am a board member for a non-profit organization and we have a question. We have a meeting once a month to discuss business in relation to the organization. The board members are required to be there for voting reasons. The meetings have been open for all to attend. Because of recent disagreements, there has been talk of not allowing non-board members to come or if allowed to attend the meeting, they can not talk. What are the parliamentary procedure to an issue like this? If you have any questions, feel free to contact me.

Dawn Taylor

 

Dear Dawn,

It is normal practice for board meetings to be held in executive session. This means it is closed to everyone but members of the board. If board meetings allow the members to attend, they can not make a sound. They must be silent unless the board sets aside a small portion of the meeting for their questions or comments. The members have elected board members to conduct business of the organization for them between their regular meetings. The board has every right to fulfill the duties assigned to them in the bylaws without membership interference. If members want to have more input then they probably should amend the bylaws that gives the members more say in the organization.

I would have to read your bylaws to see why there are these problems. Either the board has been assigned too much control by the way the bylaws are written or else the members do not understand the purpose of a board.

The Parliamentarian

 

Dear Parliamentarian:

I would like to have a copy of an induction ceremony that I could use to induct a new slate of officers at our board meeting. I have purchased many of your books but could not find it in any of them. HELP!!!!!!!!!!!!!!!!!

Linda Broyles
Head Start Director


Dear Linda,

I asked our parliamentary unit tonight about an installation service and what should be said.The members agreed that the duties of the officer is included in the ceremony. These duties are usually found in the bylaws.  One member suggested that not only the requirements but the perks of the office be included. Another suggested that if the duties are long or you have a lot of members to install with a lot of the duties just give the most important and then state that they need to look in the bylaws for the rest.A third member suggested after you list the duties, ask the new officer, "Do you accept your responsibilities?" This member believes that if a person says "yes" in front of a lot of people, then they will do them. So what you need to decided is exactly what you want to say and write it down so the person doing the installation will know what to say.  In some organizations they include some philosophy of the organization, too.  Hope this helps.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for your quick response. You validated my thoughts. I wasn't sure if there was a script but it never hurts to ask!

Linda Broyles

 

Hello,

Do you have anything on advance Parliamentary Procedures( i.e. video, manual..)? Our Marketing Education instructor from one of our high schools has asked me to research this matter. Any information will be greatly appreciated. I looked through this web site and its links with no luck.

Thank you,

Charlie Champion
Special Project Officer
Brownsville ISD - Career & Technology Department

 

Dear Charlie,

We sure do. Our most advance video is ALL ABOUT MOTIONS. It covers almost all of the motions in Robert's Rules except a few incidental motions that are very specialized and not often used. It also has a meeting that illustrates some very complicated procedures, for example "reconsidering the vote"; fixing the time for an adjourned meeting; a debatable appeal; withdrawing a motion; and the adjourned meeting and the procedures of it. We also have workbook that we sell called Parliamentary Procedure Made Easy. And our new book ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED has a lot of very helpful information about many difficult procedures but put in very simple terms. One thing that it has, that no other book on the subject includes, is a chapter entitled "meeting strategies". It shows how to use each motion to getsomething done or to counteract something that someone else is doing.

If you go on the Web Site <http://parli.com and look under the bookstore, you will find information about all these products. If you are inquiring for a competition team, there is a section on the page for these teams and teachers of parliamentary procedure. There are articleswritten for students and teachers on varying aspects of this subject.  These articles are also printed in the national publications for Business Professionals of America -- the "Communiqué" and "Local Advisor Newsletter".  If you'd like, you can call us at 1-800-532-4017 and I will be more than happy to answer any questions about our products.

The Parliamentarian

 

Dear Parliamentarian:

Thank you and I will forward this information on to the instructor. Be expecting to hear from him, his name is Calixito Ramirez from Porter High School. I appreciate your quick response.

Charlie

 

Dear Parliamentarian

Please provide me with an understanding of the responsibilities of the chairman for a school board.

Greg

 

Dear Greg,

A school board, or any representative elected body, is a little different that most boards of non-profit organizations. As an elected official the chair is expected to make motions, debate and vote; but as a chairman he still needs to walk the fine line of fairness and impartiality. What I suggest is that you draw up some rules for your board concerning what you want your chairman to do. Are you having a problem with a chairman being dictatorial or just not being very good at presiding and keeping the meeting going?   Normally a chairman of a board, with the secretary, plans the agenda. He keeps the meeting forward in a democratic fashion. He makes sure that all those on the board have a right to speak to motions. He alternates debate oncontroversial issues. He can make motions, debate and of course vote.  By state law he may have other official duties. Do you have any bylaws or governing documents that govern this school board?

The Parliamentarian

 

Dear Parliamentarian:

We do have an unfortunate absence in effective leadership; the chairperson is one whose style is fear-based. This presents tremendous barriers to exploring new options and this opportunity that we have worked on, an outdoor classroom for experiencing learning without boundaries.  I have looked at the school's manual and it is rather lax in its governing guidelines for the chair and the board. We have the full support of the superintendent, principal and faculty. It is the myopic focus of our board's leadership that stands in our way.  What I am looking for is a sort of code of conduct and responsibilities for a school board that will clearly arm us for our next board meeting; something quotable that will set the focus back on the students needs versus the chairperson's own ego. My resources are limited and I hope that you can provide some direction.  Thank you for your help,

Greg

 

Dear Greg,

The best thing I can suggest is that your school purchase a copy of ROBERT'S RULES OF ORDER NEWLY REVISED and read the section on the conduct of board meetings.   The next thing that I recommend is that you adopt some rules of conduct for the board, one that would limit the chairman's tendency to dominate.  The best defense is an offense and that is for all the members to become familiar with the principles and procedures of conducting meetings.

In board procedures it is common for the chair: to make motions, debate motions and vote. But the chair also has to obey the principle of being impartial and letting other members be heard. He has to balance a fine line here.

What I would recommend is that you adopt a rule that the chairman can only speak after everyone who wishes to speak the first time has spoken and then allow others to make a rebuttal to his remarks.

If he is preventing motions from being presented, then someone needs to point out to him that this is not allowable unless two thirds of the board vote to prevent something from coming forward.

If your members really knew parliamentary procedure they could stop his practices through right procedure.  What you really need is someone to come in and give your board members a workshop on effective meeting procedures. A parliamentarian could also help you write a manual of procedures if you need one.  Our book ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED has a nice section concerning meeting management and how to have more effective meetings.   If you need a parliamentarian, let me know where you are located and I will see if there are any parliamentarians in your area that can help you. I will try to send you several names from which to choose.

The Parliamentarian

 

Dear Parliamentarian:

When a motion is not seconded, must the Secretary record the motion?  If so, how would the motion be recorded for the minutes?

Eugene

 

Dear Eugene,

If a motion is made and not seconded, then it is not before the assembly. The chair should state that the motion is not seconded and therefore not before the assembly. The chair should then go on to the next business. In this case, it is as if the motion was never made. It is not recorded in the minutes.  However, sometimes members forget to second a motion and discuss itanyway. A second means that another person wants to hear it discussed. In this case, motion that is not seconded but discussed, and hopefully vote on, is recorded in the minutes.

The Parliamentarian

 

Dear Parliamentarian,

My recollection (of Robert's Rules from 40 years ago) was that a meeting could be called to order by the moderator who thought that a quorum was present.  He did not have to assert this fact, but could be challenged from the floor by any member on a point of order (i.e. they could interrupt).  However, if a motion was then brought under consideration, the quorum call could no longer be used to bring the meeting to a halt.  Furthermore, If no list of voters present and voting was kept, then there would be no proof one way or the other of a quorum or not. Therefore there would be no way to invalidate a vote after the meeting was adjourned. (If the meeting was continued instead of adjourned then there are other considerations.)

Thanks for your consideration,

Rick Merrill

 

Dear Rick,

Before a presiding officer can call a meeting to order he must know that there is a quorum present. He does not have to announce that there is a quorum present. But he does have to know that one is present. Any member has the right to ask if a quorum is present at any time during the meeting. He has the right to receive an honest answer. If during the discussion of motion a member asks if there is a quorum present, the chair must answer truthfully. If no quorum is present, no vote can be taken.

Your are correct that if no record is kept of members present, then it is impossible to tell if a meeting had a quorum. If taken to court it might make everything that transpired at the meeting doubtful and ruled invalid by a judge. It is important for every organization to keep some kind of a record that there was a quorum at the meeting.

The Parliamentarian

 

Hello,

I'm thrilled to have located your web area, and I'm looking forward to hearing your response as soon as possible.  In order for you to be able to help me, I must first set up the scenario of what has transpired. I belong to a nonprofit organization. Volunteers are the strength of the organization with paid individuals who are suppose to help what the volunteers do run easier for the volunteer. The council by-laws state that Roberts Rules of Order are the process in which meetings shall be conducted.

Within the city where I live a precedent has been set in the way the volunteers handle a monthly meeting. This past year the council office appointed three new volunteers to call meetings of a group called the "team," help plan the events calendar for the year, and help volunteers with questions or concerns they may have. The meetings began in August under their appointment. As the coordinators they may appoint different volunteers to be on team positions. Here's how that went:

1. The past secretary was notified a month and a half after a new secretary was phoned that she wasn't the secretary any more.

2. The volunteer who served as the events person, day camp administrator, and cookie person, was notified by mail that she was no longer the events nor day camp administrator, but, they would like her to continue doing cookie's. The person was hurt by this letter and would have preferred a phone call.

3. The treasurer, quit while speaking to one of the coordinators when she found that they (the three coordinators) had begun spending association money without the input of the team. She turned over all her financial paperwork and check book along with a letter to the three coordinators stating what still needed to be taken care of. She included the financial report to date.

4. Another volunteer was phoned and asked to take over a position that was being held by another volunteer but told not to tell the volunteer in that position about the phone call.

All of this led to people wondering what was really happening.  The meetings since Aug. have been the best attended team meetings in several years with 12 to 14 people attending. The precedent set has been that anyone on the team has the availability to vote as they are representatives of all the volunteers within the city. In following the democratic process, the majority vote prevails. This has not set well with the three coordinators:

1. They have private meetings before the actual team meetings

2. Set up the meetings agenda

3. Do not allow for discussion time

4. Since the treasurer quit, have taken over the association finances and refuse to give a financial report, yet they (coordinators) are spending association funds.

5. Claim they do not understand the financial information given to them by the past treasurer, even though it's perfectly clear to everyone else on the team, and have stated for four months they will have the account audited, yet they are already writing checks.

In Oct. the coordinators decided that they did not want minutes which included discussion. They phoned me, the secretary, and informed me that they only want to have what has happened in the minutes, nothing else: no discussion, not what still needs to be taken care of, etc. (Example:

Proposed Association book tabled till next meeting.) They do not want anything personal such as: Minutes were passed out but not approved. The majority vote of the team was that they wanted to have the minutes the way they are as it enables them to know what's really happening, and to understand why certain motions are made. The coordinators were not pleased.  The team arrived at the Nov. meeting to find many changes. The group walked in to have it announced, without any warning nor input from the team or the entire volunteer body, that the governmental voting process was now changed. Team members were shocked that their voting status was now taken away from them, and that only certain individuals would be permitted to vote. The coordinators pointed out that they wanted minutes taken according to Robert's Rules of Order which only allows for what has happened to be within the minutes nothing else.

The voting process changed to these individuals (using fictional jobs and names):

nut person - Daisymay

cookie person - vacant

roundtable persons - Speaker A - there is only one person & there should be three

coordinator(s) - files, mailer, printer

treasurer - vacant - but being maintained by the three coordinators present when the meeting was called to order: 2 coordinators and nut person

Question 1: According to Roberts Rules of Order, a majority of the voting members must be present to vote. Since there was no quorum of the new individuals allowed to vote nor was it discussed what a quorum would be:

a. How could minutes be approved?

b. Are minutes from this meeting even taken?

After minutes had been gone over by the coordinators with the group present, team members were upset. Entire sections of the minutes were deleted by the coordinators superseding the majority vote from the previous month. Team members tried pointing out their concerns and discontent to have it ignored.

The paid staff member from the council office who appointed the three coordinators observed the discontent, but offered no support nor mediation.  The roundtable person came very late to the meeting and was also confused by what was happening. Team members were told that they could not vote but that they could make motions and amend motions from past meetings.

Question 2: If a person is no longer a voting volunteer, how can motions be made by them?

a. Do I include the motions made within the minutes from the nonvoting volunteers?

b. Since, even with the arrival of the roundtable person there doesn't seem to be a majority of the voting members present, are any of the motions and amendments to motions made that evening legal? And, again, should they be included with the minutes?

Question 3: Whenever there is going to be a change of voting status, isn't there supposed to be a certain amount of notice given to volunteers?

Question 4: Whenever there is going to be a change in the way in which a meeting is to be conducted, isn't the entire body allowed to be apart of the process, especially if that process affects them?

Question 5: The money being used is earned by girls and from events put on for girls. Shouldn't a financial report be given as to the spending of that money when requested?

Question 6: Each coordinator is allowed a vote, and, since they are also now acting as the treasurers, they are permitted a vote each for this position as well. How is this being democratic since the majority of the voting status now lies with them and not the body of volunteers? How does one refer to this in Roberts Rules of Order?

Question 7: The minutes, which have always been sent out to all team members to review before the next meeting has also been abruptly changed. The minutes are now to go to the coordinators for approval before being sent to anyone. Isn't this a form of censorship? The coordinators present stated:

"We will approve the minutes before they are sent to anyone." It was obvious to those present that the decision they'd made had been superseded, and now they would have no idea of what the minutes really read, as the coordinators make that decision, not the volunteers.

Question 8: What exact page in Roberts Rules of Order does it state that minutes will read only about what has happened? Isn't it up to the majority of the volunteers as to how they desire minutes to read?

Question 9: Was the meeting in Nov. a legal meeting?

I should note for you that the volunteers at these meetings discuss events for girls within the city, vote on issues all the time, and have always helped to decide how the money of the association will be spent. This has all been abruptly changed with no prior notice nor input except from the paid staff member at the council office to the three coordinators.

I am to have the minutes typed and out to the coordinators by Tuesday of this week. Please advice me on what to do. Knowing exact page numbers in Robert's Rules of Order, I believe, will help me to make points to the council office as well as to the three coordinators. I need a response ASAP.

Again, thank you for offering the fabulous web area, and this email process.

Respectfully,
Marie Medellin Crabtree
Lifetime Member of the Organization
Volunteer of 12 years at the adult level

 

Dear Marie,

I am truly sorry that I did not see your e-mail until today. I realize it is too late to answer your question for your meeting. Some how this e-mail did not make it to my attention.

I 'm sure that you are still having problems with your coordinators. My question to you is who "hires' the coordinators? They have become very dictatorial and need to be sternly reminded that they are to serve and be of help to the volunteers or should resign their positions. If this continues, someone in authority should fire them.

Basically minutes include only what was done at the meeting and not the discussion. But the members have the right to decide what goes into the minutes.

If a motion by a non-volunteer is made and it was voted on it is included in the minutes. Member should have either protested it at the meeting or at the next meeting decided the motion was null and void if it wasn't carried out..

If there was no quorum present, then there should not have been a meeting.

Minutes are always approved when a quorum is present.

The voting status of members are stated in the bylaws. This can only be changed with previous notice and a two thirds vote.

Members have the right to have input about meeting procedures.

Members also have the right to know how the money is being spent. There should be a yearly audit of the books.

If a member holds more than one office, they still only vote once. Your coordinators are wrong in voting more than once. I question any motion adopted by such practices.

You need to find a parliamentarian in your area to work with you. Send me the city/state that you are in and I will try to find someone in your area that you can call.

The next time you write, if you don't hear from us in a few days. Call us.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for your website. I have read many of the "Dear Parliamentarian" letters and find the questions and answers very helpful. I am especially grateful for the newsletter section.  I hold a position on a Volunteer Board of Directors for a nonprofit society. It is an inner-city neighborhood centre. Recently our board made the decision to move from a 'working board' to a 'policy board'. Needless to say, there are a great deal of kinks to work out. Our Society has more than tripled in size since its beginnings a few years ago (our budget is close to 1/4 million dollars and growing). We have an executive director and other administrative staff. The problems we are facing basically boil down to "who does what, staff or board?" When we (directors and staff) took the training for policy boards, we thought we knew what to do. Since then our Society has acquired real estate property and a vehicle. The majority of our funding comes from government contracts or grants (most of the grants have restrictions on how monies may be used). Directors on our board wish to know the contents of the Society's contracts, restrictions on use of grant money and all other things directors of non-profits may be held personally responsible for (yes, we have board insurance). The trouble is, when these types of questions are brought up in meetings, our executive director becomes defensive. She thinks the contracts are her responsibility and that the board is stepping into her turf when they ask questions of her. Another of the many things we are running into is the duties of our various committees. On a policy board, do they only recommend policies, or should they be more active? Currently this issue is hot with the Membership Committee. They feel they (and the board) are responsible for membership drives, collection of dues, issuing membership cards, etc. Our E.D. says those are all administrative duties under a policy board. The committee feels the board should take full responsibility for all members of the society.  I have found it difficult to find other directors who belong to policy boards, therefore, have not been able to ask these questions of people with some experience. Our society follows Robert's Rules, although a bit informally. The "Book" journeys to every meeting in case we need it. Would these issues be a simple matter of setting some new bylaws?   Currently, our bylaws just outline the process for becoming a member, and the responsibilities of being a member. They also specify duties and responsibilities of the directors. The Executive Director has a job description. Would you know where we could obtain some help like that which you offer on these types of questions? We have done board training for 2 years straight. We know the basics, but because we are growing in such a large way in very short periods of time, 'grey areas' seem to pop up often.  I realize my questions don't really have anything to do with running a meeting, but because there seems to be a great difference of opinion between staff and directors as to responsibility, our meetings have become extremely tense. I know we need help to sort these things out as soon as possible or we run the risk of losing some hard working staff   and directors. I just don't know where to go to get the right kind of help.   Thank you in advance for your thoughts and advice.

S.W.

p.s. I am preparing a proposal for the Society to purchase some of the videos you offer. Am I correct in assuming that I will have to convert the prices into Canadian dollars in order to give an accurate amount of the expense I am asking for?

Bud

 

Dear Bud,

You have posed some very interesting questions. I have worked with another national organization here in the US that had some similar problems.  The most important thing for you, your board members and the executive director needs to know is that the executive director is a hired employee of the organization. Even if the Executive Director is a member of the organization this person still serves the organization as the Executive Director and can only do in that position what he/she has been hired to do.   The Executive Director does not usurp the responsibilities of the board nor the board's financial or contractual responsibilities. The Executive Director is an administrator of the board and carries out what the board wants him/her to do.  You had better get this straight right now with this Executive Director or you are going to have a lot of trouble down the road.  Because you are a growing organization, it is important for you to get your bylaws in order. The bylaws should specifically explain all the duties of all the committees and boards. It should define the duties of the Executive Director. Individual duties can be put in Standing Rules.  Tell me where you are in Canada. I can recommend some good parliamentarian for you to work with depending on your location. Since your organization is growing quickly and you are having to deal with a substantial amount of money, please hire a parliamentarian to help you with getting your organization on track. It will be a big mistake if you don't.  Parliamentarians are professionals and will help you to come up with the right governing documents to meet your specific needs.  About your last question. We prefer to be paid in US funds.   Thank you for writing and for letting us know that you like our page.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for responding so quickly. There are a couple of us on the board who have said just what you advised regarding who our Executive Director's employer really works for. It was nice to be validated. In fact, we will be holding an in-camera session to discuss this very matter at our next meeting. Apparently, it is quite common for E.D.S to feel they work for the major funder of the Society - or so we have been told in our training.  We are located in Prince George, British Columbia, which is in the middle of the province. I know there is a very good Parliamentarian in Vancouver, but our Society would not be able to afford her prices. I have heard rumors there is a Parliamentarian who works here, but have been unable to track her/him down.  Thank you again for your help.

Shelly Wilmot
 

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