Dear Parliamentarian Vol. 46 Dec. 1999
Dear Parliamentarian Vol. 46 Dec. 1999
Answers to your Parliamentary Questions
"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.
My organization uses Roberts Rules as the official Parliamentary guide. Is there a condensed version of Roberts directed at board of directors meetings, instead of all the other "stuff" concerning general assemblies, etc. It seems that the book I am looking at always has exceptions for smaller meetings (1990 Edition 9th Edition). Can you advise me of somewhere to go to get Roberts Rules concerning general rules for a board meeting?
Dana L. Thomas
There is no book that I know of that has rules just for boards. But have you heard about our new book that makes the book that you have so easy to understand? It's called, Webster’s NEW WORLD: ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. It for sale here or at your local book store. The price is $8.95. If you buy it here there is a shipping and handling charge. The book that you have does have a very short section about board meetings. It is on pages 477 to 478. That is probably the best place I know of to get the information.
Great! Thanks for your quick reply. I will certainly obtain the book at my local retailer.
I am looking for an answer to one question that you may be able to answer: Can the chair (and in this case the president of the organization) rule a motion out of order or choose not to entertain debate on a topic given by another individual on the board? Does he have that power? or is anything brought to the table open for discussion and/or debate by the assembly?
Dana L. Thomas
The chair always has the right to make rulings on motions and debate. Now the members of the board can appeal from the decision of the chair. When you get our book I recommend that you look at the section for presiding officers, (149-157), Boards (174 -176), Board meetings (224 -226). Then see the section on motions about Points of Order and Appeals (pp. 122 -126). Our book is in big print so the pages are not that many.
In board meetings the chairman, even though he is a regular member of the board and has all the rights as the other members of the board, he must still keep his impartial position and allow all the members to speak. However, if something is off the subject or not in order he has the obligation to all members to rule this out of order. If members believe that he is incorrect, then they have the right to appeal his decision. In parliamentary law the final decision rests with the assembly rather than the presiding officer. A presiding officer serves at the wishes of the assembly. A person in this
position should never forget this. I hope this helps you. If your organization is having a democracy problem, our first chapter addresses this issue and explains the principles of
democracy. Many organizations and individuals have really found this book helpful because it addresses principles but also practical solutions to problems. See our chapter on Meeting Management and Strategies. This book is also based on our videos on this subject. So if after reading you would like to see it acted out, see our videos on this subject either on the WEB Page or in the back of the book. Please note that the address and phone number is wrong in the back of the book. The toll free number though is correct.
I have a question that I hope you may be able to answer.
I am a member of a local association and at a recent meeting we had a dispute concerning the outcome of a vote. We have all consulted our copies of Roberts' Rules and we still have disagreement. I hope you can help us find the right answer.
There are 13 Board Members. All were present for the meeting. The President does not vote except to break or create a tie. The Vote was 5 Yes, 4 No and 3 abstentions. The question is, did the motion pass or fail? Do the abstentions count as votes cast? Do the abstentions get ignored?
I have just read our by-laws and they say a majority is required. Would the majority be 7 (since 12 members voted, one more than half)?
I appreciate whatever assistance you may have to offer.
If the bylaws say a majority vote and nothing else, the vote is unqualified and it means of those voting. If it says a majority of the board, or a majority of those present, then this qualifies the vote and changes the number it takes to adopt a motion. But I will give an answer from the information that you gave me. The key to the answer is that a majority is of those voting. An abstention is not a vote and therefor does not count. To abstain means "I'm not voting". So by the number that you gave me that motion is adopted because 5 votes is a majority of the nine votes cast. I don't know what books you have. But I can give you page references to two books. ROBERT'S RULES OF ORDER NEWLY REVISED 1990 ED. see page 395. If you have our book WEBSTER'S NEW WORLD, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED, see 62 - 64.
I need a form that a chairman of the audit committee would use if the Treasurer made an error in recording a deposition and if the Treasurer had been embezzling money. Any help would be greatly appreciated!
As far as I know there is no form for this. If the audit committee finds any discrepancies it should note this in the report it gives the membership. If there is a question of fraud then the organization would need to form a investigating committee to investigate this further. There would need to be very strong evidence of this before such an action is taken. If the organization found such a thing, then I would recommend getting an attorney to advise you on the next step. I'm sure that would be calling in the authorities to arrest the treasurer for stealing. But you need to have concrete evidence of this first.
Perhaps the problem is one of sloppy bookkeeping.
Hi I don't know of such a form. It surely is "deposit". Anytime I've been involved in an audit, it was simply checking receipts and expenses to see that the records agreed with the treasurer's report. The audit committee report was then just a statement to that effect.
If the treasurer were getting away with money, there wouldn't be an obvious error, would there? How did an error show up?
Harold Corbin, Registered Parliamentarian.
To Whom It Concerns,
In a vote where a three fourths vote is needed to elect someone to an office, do abstentions count as a part of the total vote? For example: if someone receive 45 "yeas" and 10 "nays" with 10 abstentions, would he win or lose the vote. If abstentions are counted he would lose. Does Robert's Rules of Order make this clear?
Dear Pastor Dan,
If your bylaws state " a three fourths vote" then that means of those voting. An abstention is not a vote. So in that case the abstentions do not count. If the bylaws say a three fourth vote of those present, or of the membership, then the abstentions do count because this is qualifying the vote. May I suggest you get our book WEBSTER'S NEW WORLD, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. The cost is on 8.95 at your local book store. Here we have to charge shipping and handling so it is $14.95. We have an entire chapter dedicating to voting and these kinds of questions. This book is very simple to understand.
I had success asking you a question before. This question is very quick. We are a non profit athletic association. We have bylaws and board members and team representatives with voting power.
Is it presumed that our meetings are conducted according to Roberts rules or do we have to specifically announce this and vote on it (i.e. amend the bylaws to say that we are following RR)? I do realize that we can put things in our bylaws which would take precedence over RR even if we adopted RR. I have been trying to run our meetings as if we were using RR, but our bylaws just don't specifically refer to RR anywhere.
The reason I ask is that someone is trying to amend our bylaws and they did not give written notice until today (the meeting is tomorrow). Our bylaws do say that only a simple majority is needed to amend the bylaws.
Thank you so much. We are in Richmond, VA, are there any local parliamentarians in this area?
Here are the names of four registered parliamentarians in your city;
Mrs. Peggie Atkins at 740-8005; and Mrs. Viriginia Dalton at 266-4536; Pau Jacobi at 276-5181; Emory Thomas 740-8267; I do not know anything about these people but they are all PRPs. Now about your question. You should have the fact that your parliamentary authority is Robert's Rules of Order Newly Revised, the latest edition, is your authority is in your bylaws. In amending your bylaws, you follow the procedure laid down in the bylaws to amend. Usually previous notice needs to be given to amend the
bylaws. I'm sure that one of these parliamentarians can be of more help.
First thank you so much for responding to my urgent email. You do a great service to us RR novices out here. My deepest appreciation goes out to you. Thank you also for the numbers of some local parliamentarians. I do need a tiny bit of clarification on your answer.
My original question was:
Is it presumed that our meetings are conducted according to Roberts rules or do we have to specifically announce this and vote on it (i.e. amend the bylaws to say that we are following RR)?
Now about your question. You should have the fact that your parliamentary authority is Robert's Rules of Order Newly Revised, the latest edition, is your authority is in your bylaws.
I apologize but I do not understand your answer. I think a word or two may be typed wrong and I hesitate to guess what you were telling me.
Would it be fair to say that absent any specific mention of RR in our bylaws that someone could challenge trying to apply RR? More specifically, you were saying no it is NOT presumed that we are using RR unless it is clearly stated in our bylaws. Is that what you were telling me?
In my question I am not necessarily referring to issues related to bylaw amendments, but rather it is just a general question. We do state the percentage of votes needed to amend the bylaws but we are silent on the notification procedure regarding the time horizon of the amendment notification itself. So on the issue of appropriate notification if we haven't said anything about it in our bylaws do we default to RR on that point? This is why I am asking the question about is it presumed we are following Roberts Rules?
I appreciate your help (and will try to not ask a follow up!)
I guess I wrote that answer too early in the morning. If you don't mention a parliamentary authority in your bylaws, then you need to adopt a standing rule that names the parliamentary authority. Robert's recommends that you include the name of a parliamentary authority in your bylaws. It should be a separate article in the bylaws. The example given in the book is this:
The rules contained in the current edition of Robert's Rules of Order Newly revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."
Without the members proposing a formal rule that establishes a parliamentary authority, the organization doesn't have one. By you stating that Robert's is the organization's authority is not true. Any member could challenge that because the organization hasn't adopted one. So you can see the trouble you are in right now. When an organization doesn't have a parliamentary authority then what authority do you follow? There are other parliamentary authorities besides
Now this is what Robert's says about your amendment situation: "If the bylaws contain no provision for their amendment, they can be amended at any business meeting by a two thirds vote, provided that previous notice (in the sense defined on p. 118) has been given; or, without notice, they can be amended at any regular meeting by vote of a majority of the entire membership." (p. 574, ROBERT'S RULES OF ORDER NEWLY REVISED.)
However, your bylaws state some requirements for amendment, but have left out giving previous notice. I think the case can be argued both ways, from your point of view and the other member's point of view.
There is a way to solve this. If you are incorporated as a non-profit organization, then go to the state in which you are incorporated and see if they have any laws concerning the amending of bylaws. It is normal practice to give notice when amending governing documents. If you can find a law that says previous notice must be given, then it will probably tell how many days notice is sufficient. Right now you have several problems with your bylaws -- no mention of a parliamentary authority and no provision for previous notice in amending the bylaws and no mention of how much previous notice should be given. There might be other problems with your bylaws too. This is where working with a parliamentarian would be helpful. He could help you get your bylaws in good order.
I hope I have made myself clear.
I do understand all you have written and I appreciate your insights. We will take care to correct these problems that you have pointed out. Most likely we will contact one of the local parliamentarians for a review of our bylaws.
Thank you again.
Last night our Condo Assoc. had its annual vote for the Board of Directors. After the votes had been counted and the new Board of Directors was named, one of the owners insisted on seeing the actual ballots. She insisted that the vote had been rigged, and she became irate and disruptive. Some of the other owners said they did not want her to see their ballots. The people who counted the ballots were chosen because they had no interest in condo. They were not current board members and did not live in the condo community. Every measure was taken to make sure the voting was fair. What is the procedure for letting someone see those ballots, and can the Board of Directors throw her out of future meetings if she continues to act disruptive. Please respond. Thanks,
The next time this happens, the chair should ask the member if she wants to make a motion to have a recount. No one member can demand to see the ballots. The proper procedure is for the member to make a motion to recount the ballots. If that person does not trust those counting the ballots, then that person should include in the motion who should be on the recounting committee. It needs a second and is not debatable. However, members could propose amendments to whom should be on the recounting committee. It takes a majority to adopt. The membership does have a right to recount the ballots if a majority agrees. If the person is disruptive, the membership can ask her to leave. But
instead of this, why not send a delegate from the board to talk with her and see why she thought the vote was rigged ?
There has been some questions raised throughout our year. When our Treasurer reads the monthly report, which is the proper way to handle it? Do we need a motion to accept it or state that it is not an audited report and was read for their information and will be filed? We do audit our books once a year. Thank you for your assistance on this matter.
The official way of handling the treasurer's report is:
After the treasurer gives the report, he sits down and the president asks, "Are there any questions?"
Members have the right to ask questions. If the members have questions, the presiding officer either answers them or asks the treasurer to answer them. (You can see this procedure illustrated on our videos "How to Conduct a Meeting" or on "Parliamentary Procedure Made Simple: The Basics". See WEB Site for books and videos on this subject <http://parli.com>.) If there are no questions or when the questions are finished, then the chair states:
"The Treasurer's report will be filed for audit."
That's it --nice and simple. When it comes time for the auditor's report at your annual meeting, then that is adopted by the membership.
I bought your fine book Webster's New World Robert's Rules of Order Simplified and Applied.
But I wander why you say the following statement (at http://parli.com/bylaws/frameset.htm)
"If governing documents were assigned a ranking order, the highest would be federal law, then state law, corporate charter, bylaws, special rules of order, standing rules, and finally the parliamentary authority." as according to RONR 1990, it said:
The ranking is:
1. Corporate Charter/Articles of Incorporation
3. Rules of Order
4. Standing Rules
See pp. 10-17 (RONR 1990)
According to Riddick's Rules of Procedures by Floyd and Butcher, it states:
1. Applicable Laws of Land. (national/state/county/city)
2. Corporate Charter/Articles of Incorporation. (a state's legal document, but subject to later laws, of course).
3. Parent organization's rules. (like if your org is a local chapter from a fraternal organization, for example.)
3. your org's Constitution, if any.
4. your org's Bylaws, if separate from Constitution.
5. your org's Special/Standing Rules of Order/Procedure for conducting meetings.
6. your org's parliamentary authority – Rules of Order.
7. your org’s Standing Orders.
8. your org’s customs, precedents, and practices.
Can you please either explain or change the information on your page.
The "special rules of order" that we have listed are the same as "Rules of Order". If you read various parliamentary authorities you will find that they have differences. Riddick’s rules is based on a congressional/legislative model. For example, he permits amendments to main motions that are not germane like they do in Congress. Robert’s Rules, Demeter’s and Sturgis, state that an amendment must be germane to the motion it is amending.
He also has different names for the different rules than Robert’s does. Robert’s states that the parliamentary authority is the final document that the membership looks to when trying to find answers to its problems. It goes to all other rules of the organization first. Demeter, which is base upon Robert’s, places a high value on custom and tradition. In his authority he states that if an organization has been doing something for many years that is contrary to the bylaws, tradition takes precedence.
You are right that a parent organization’s rules take precedence over its subsidiary chapters. And if an organization has a constitution and bylaws, the constitution takes precedence over the bylaws. Rules of order are parliamentary rules that the organization has adopted that are different than the parliamentary authority and that takes precedence over standing rules which are usually of an administrative nature.
Thanks for writing and allowing us to do some clarifying. The study of governing documents is a field of its own.
Having recently discovered your web site, I wish to express my appreciation for all the good information I have been able to find there. Because of my computer skills, I find myself leading the charge in an attempt to build a Charter (not the By-laws, yet) for a new national organization. We have set up an email list where 10-15 people interested in forming the organization debate the contents of this document. None of us are expert Parliamentarians, but we have all learned a lot over the past few months. If you have any interest in seeing what we have accomplished to-date, you can visit our archived messages at www.egroups.com/groups/napga. A current version of the charter can be found on my web site at www.triax.com/~brayton/napga/charter.htm.
Without going into a lot of history, the majority of the folks decided to draft a Charter first, then elect a Board of Directors who would create a committee to draft the By-laws. It has been difficult for me to distinguish between what goes in a Charter verses what goes in the By-laws but we seem to be muddling through. Right now though, we seem to be hung up on whether or not to include an Article identifying the Parliamentarian authority (Roberts, Sturgis, or Keesey) in this Charter, or whether it belongs in the By-laws. Most everyone has heard about Roberts Rules of Order although few have actually read it. I have read Roberts and Modern Parliamentary Procedure and really appreciate the simpler style of Keesey. Since very few of these folks really understand what are in these books, some are suggesting that it would be better to put this Article in the By-laws where amending it is supposed to be easier than if it were in the Charter. Others share the opinion that since the Charter is pretty vague about specific details, that by identifying the authority in the Charter, the group has an authoritative set of rules to operate from until such time as the By-laws are in place. I would appreciate your opinion on this matter. Thank you in advance for your response.
Ken Brayton (moderator)
P.S. Do you deliver these newsletters by email or are they only available on your web site? I would like to sign up to received them if they are available.
P.P.S. Can you recommend any Parliamentarians in the state of Oregon? Albany is 80 miles south of Portland, 20 miles south of Salem, and 40 miles north of Eugene. Thanks again!
Thank you for your e-mail. I will be more than glad to look at it and give comments. The very first thing that concerns me is that you are calling this a "charter". Are you planning on incorporating with the state? A charter usually means incorporation papers with the state that allows the organization to act as a legal entity: to hold property, to acquire wealth -bequests, etc, and to protect members from legal liability when serve in official capacities for the organization. Right now I am currently working on another newsletter giving the ins and outs of corporation papers. This is what I suggest that you do. I am not familiar with Mr. Kesey's authority. I am familiar with Sturgis, Robert's, Demurer, and Riddick’s Rules. Robert, the version you have listed on your page has a very good section on how to begin a new organization. I would suggest that you read that. I think it would give you a much better way to proceed. If you are not planning on incorporating then please consider your "charter" really bylaws. That way if you want to incorporate later you will then have left your self the ability to do so. A charter or corporation papers must conform to the state laws in which you want to incorporate. You must put in those papers the legal business address for your organization. These papers should be as simple as possible, main put in what you need to fulfill state requirements for incorporation, and then leave the specifics to bylaws. I am writing an entire series about corporate papers, rules of orders, standing rules and "policy statements". Many organizations have these and don't know where they fit into the grand scheme of things. I will e-mail you when this all gets posted on the page. Our newsletters have been so infrequent lately that we don't really have a subscription service. Right now the parliamentary letters are updated monthly. I am adding to the Competition section of the page regularly because I write articles for a national publication on parliamentary procedure and teaching it to others. I can recommend two parliamentarians. Frank Geltner of Eugene. I don't have his current telephone number. Call the National Association of Parliamentarians Monday at 1-800-627-2929 and they will give you his number. The other parliamentarian is Alice Poll of Portland. Her number is 503-299-4204.
Thanks for writing.
P.S. Please let these parliamentarians know where you got their names if you contact them.
Wow! I'm impressed and pleased that you could respond so quickly! Thank you very much.
We do an orientation for new Board members each year-usually 2-5 individuals. I am interested in whether or not the How to Conduct a Meeting would be advantageous to our group. I there an opportunity to view this video before purchasing? Please advise.
Danny DeBoer, General Manager
If we have answered your e-mail please forgive a second reply. It depends on how complicated your board meetings are. This video is mainly to take an assembly through an agenda. The procedures are very formal. We have a short section for Board meetings on our "Parliamentary Procedure Made Simple: the Basics". It gives all of the information that is on "How to Conduct a Meeting" plus information on secondary motions, like "amend", "close debate", and "lay on the table", plus information for committees, secretaries and presiding officers. You can preview any of our videos for a small fee of $10. each. If you buy the video then the preview fee is deducted from the price of the video. If you decided to return the video, this basically covers our shipping and handling costs.
Our Homeowners Association (HOA) by-laws do not specify the Rules of Order that are to be use by the Association during Board meetings (five member Board) and Association member meetings, and do not preclude their use. The HOA has been using Robert's Rules of Order for three years, since the formation of the Association.
One of our forty-seven Association members seems to be dissatisfied with Robert's Rules because he claims they are too complex. In my opinion, this member seems to want to invoke other Rules of Order that support his personal agendas. Most recently, he has recommended that we adopt Goldberg's Rules for Condominium Associations.
I tend to think that Robert's rules are a widely used, effective and time proven set of rules that we can continue to use effectively, and the Association can use good common sense to prevent the process from becoming too complex.
What recommendations do you have for the use of Robert's Rules of Order, or other Rules of Order by our HOA? Your input is greatly appreciated.
Gary G. Butler
President - Board of Directors
Chapel View Homeowners Association
I am not familiar Goldberg's Rules. I don't know if it would be better for your association. I think the key to this issue is training. If members understood basic parliamentary procedure then they wouldn't be questioning Robert's as an authority. There are several other parliamentary authorities available. One is by Alice Sturgis. However, it is my opinion that it is too simple. I have found that when a tough question arises it is difficult to find the answer in this authority. Another parliamentary authority that I like is by George Demeter, but it is currently out of print. The AIP has a few copies, but I am a firm believer in everyone in the organization having his or her own copy of the all the rules. What I recommend is that you give some basic workshops on meeting procedures and then let the membership decided which authority they want to use.
Where is Crestwood? I know that the state association of parliamentarians in Kentucky is very active and give workshops. I could put you into contact with some of those people.
Many Homeowners associations use our video "Parliamentary Procedure Made Simple: The Basics" to train their people. Our new book, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED is very helpful. We are getting many compliments about how easy it is to understand. Our WEB Site <parli.com> has a lot of free information on it to help people understand the procedures and there is a section for teaching parliamentary procedure if you wanted to give your own workshop. There is also a bookstore on the page which tells all the products that we sell to help understand this subject.
At December's Board of Directors meeting, a motion was made to appoint Jack (not his real name) to a Recreation Council run by another group. The motion was made, seconded, and voted on with a vote of 5 for the motion (I was one of these 5), 2 against the motion, and 1 abstention and the President did not vote according to our bylaws. After some thought, at the January meeting I would like to make a "Motion to Rescind" this motion from the December meeting. I need information about whether I can do this or is there another way to affect the same outcome....which is to either have a re-vote or change my own vote. Information I need includes: Can I do this? Is there a better way to do this? Do I present the motion at the January meeting or must it be presented to the directors prior to the meeting? Must the motion be in writing and can it be stated verbally at the meeting? Is a 2/3 vote required to rescind or a simple majority? Is the President of the Board required to address the motion and call for a vote if the motion is made and seconded? Would this be presented under "Old Business" or "New Business" on the agenda?
Your help with this matter would be greatly appreciated....the copy of Roberts' Rules that our organization uses is quite brief and does not adequately address this issue.
Reply to: email@example.com
The answer to your question is both "yes" and "no".
Yes, you can make the motion to rescind Jack's appointment to the Recreational Council. The motion to rescind is a main motion. If you give previous notice, in this case, it would have to be in the call to the meeting, it could be adopted by a majority vote. If you are not able to give "previous notice", then it can still be made at the meeting. In this case it takes a two thirds vote to adopt or a majority of the entire membership of the board --whichever is easiest to obtain. If the motion is made and seconded the president has to place it before the assembly. It should be brought up under new business. It can be state verbally unless your board has a policy about motions being in writing.
The one problem I see with this is if Jack has been notified of his appointed then there may be a case against rescinding his appointment. Another thing to consider, if he has been notified and begun serving what hard feelings will this cause within the organization. I would think there would need to be a really strong reason for rescinding his appointment.
May I suggest you get the official book on Robert's Rules. It is called ROBERT'S RULES OF ORDER NEWLY REVISED, 9th edition. Our book ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED is also very helpful and easy to understand. Both include details about "rescinding an action."
Can you tell me if information at open board meetings is confidential to people at the meeting if all are not board members. Also if board meetings are open is any of info discussed confidential to the membership?
What is the rule of thumb for minutes of a meeting to be available to the membership when requested?
What does the right to know law say about information during an open board meeting?
Forgive me if these questions sound stupid but this is first experience dealing with parliamentary procedures.
These are not stupid questions, but very legitimate. What kind of a board is this? It is a government board, a homeowner association's board or that of a non-profit organization?
Is there a legislative law that says the meetings are to be open or something the board has decided or that the organization has adopted?
Who can attend these meeting? In other words, what does "open" mean.
This will help me answer your question.
This is a board of a non-profit organization. It is written in our bylaws that the meetings are to be open to the membership. Thanks for your help
The only way for the board to keep anything confidential in an open board meeting is to go into executive session. If that were to happen all non members of the board (unless they were specifically invited to stay) would have to leave. Everything discussed in executive session is confidential -- even the minutes. So to answer your question -- no. An open meeting is just that. If you are talking about the minutes of an open board meeting, I think the members could argue the case to be able to read them. However, a member can't demand to do this. It must be a reasonable request and at the secretary's convenience. Remember discussion is not usually put in the minutes. Minutes include only those things that were voted on by the members. If there is a lot of contention in your organization about what happens at the board meetings, perhaps sending an news letter informing the members of the decisions of the board after each meeting would stop it.
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