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Dear Parliamentarian Vol. 49 March 2000

Dear Parliamentarian Vol. 49  March 2000
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:

We are seeking a professional opinion as to the distinction and difference between a motion and a resolution; the procedure for raising and approving a resolution; and the number of readings required for approving a resolution where the by laws are silent. If you can be of any assistance win this regard, please contact:

Curtis P. Cheyney, III, Esquire
(215) 299-4304
ccheyney@scdlaw.com

Thank you for your courtesy and cooperation in this reagrd.

Curtis

Dear Mr. Cheyney,

There is no difference between a resolution and main motion are handled. A resolution is a formal way of presenting a main motion. Many times a resolution has a preamble with "whereas" clauses to give back ground information for the actual proposal. I recommend that you get the official book, ROBERT'S RULES OF ORDER NEWLY RESIVED, 9TH ED. and see pages 102-107 or you can find it on pages 142- 144 in our simplified book, WEBSTER'S NEW WORLD, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED.

A resolution needs a second if it comes from a member, (if it comes from a committee of more than one, it doesn't need a second) and it is debatable and amendable. If your rules say a main motion has to be read so many times then the same would apply to a resolution. If you have no rules on how many times a main motion is read, then this also applies to a resolution. Hopes this helps you.

The Parliamentarian

 

Dear Parliamentarian:

I have a question regarding Roberts Rules our organizattions by-laws and our Governing Board. Our organizations states they follow Roberts Rules. The question I have is under Roberts Rules can the general voting membership vote on this issue without compromising the by-laws, there intent or Roberts Rules. Also please advise if there is any other way to address this issue.

Background

I am the Head Coach and Coordinator of a youth wrestling program boys k - 6th grade. The Board introduced the sport to our organization 3 years ago. At that time, I was the Head Coach and another gentlemen was the Coordinator. This season our team was recognized Division Champions however, our league does not have a Championship playoff. I brought this to the Board and they are interrupting the by-laws to read that we are not recognized League Champions. The wrestling team record was 7-1 and won everything there was to possible win.

The Board is blaming the past Coordinator for not addressing it and having the by-laws changed. The original intention of the by-law was to allow Tee shirts for no competitive sports such as Flag Football and 80 LB. tackle football. The Board will also not allow not allow the general membership to vote on this issue.

By-Laws

Our organization has by-laws that state the following and no where else do they define or make mention of championship:

"Championship jackets will be made available to recognized league championship/competition team players under the following guidelines:

Cheerleading Coordinator will designate on competition at mid-season to be the awarding championship jacket.

The cost of championship jacket will be determined at the beginning of each fiscal year and will remain the same for the duration of that fiscal year (jackets may not be purchased at a higher price even if team players are willing to pay the difference).

All team members will receive the same jacket.

Final style and color must be approved by the Executive Board.

Price of the jacket (to be set at the beginning of the fiscal year) will be split 50/50 between the players and the assistant coaches and the organization with the organization paying no more than twenty dollars.

Head Coach and Coordinator will be paid by the Organization.

If a team has no opportunity to participate in a recognized league playoff/competition and has an undefeated season, the organization will pay half the price of a tee shirt to be purchased for a player. The price of the tee shirt will be set at the beginning of the fiscal year. Exceptions are to be brought by the Head Coach and Coordinator in front of the Board."

Thank You

Head Coach

 

Dear Head Coach,

Robert's Rules of Order Newly Revised, 9th ed, states that the members of the association have the right tointerpret the bylaws when something is in conflict or something is vague. I would suggest that your show the board the pages from the book that state this and show how to intrepret the bylaws (pp. 581-584). Since this concerns the entire membership they should have the right to decide what the bylawsmean. Then the bylaws should be amended so that it clearly spells everything out which handles the situation that you are describing.  Surely you have received some award or plaque that states that your team is the division champion. It is my belief that they have catogorized your team in the non-league area and because you have not won all your matches then they believe you do not deserve the jackets.  Ask them to take the most democratic route --let the entire members decide and not just the board.

The Parliamentarian

 

Dear Parliamentarian:

I have been an associated with parliamentary procedures for about 48 years. Back in High School I was on a competitive parliamentary team for 3 years. I have never seen such high disregard for procedures from a board of directors, as I have and am now experiencing.

1. Two board members don't think the general membership should have "any say on issues implemented by the board"

2. An annual membership meeting was called Feb 14 2000. President attempted to continue without a quorum.

3. President insist 20 board members be accepted without debate, nor individually, but by acclimation (although not stated as)

4. President stated on two occasions that members had no voice in the operation of the orgiznation for it was a business and was ran by the board.

5. President violated the By Laws in selection of the nominating committee She selected 3 board members to choose 20 nominees for the board, and only ONE was a Member of the orginznation . (The By Laws require "2 Board Members and 5 from the Membership at large")

6. The president did not check for a quorum before the meeting started, and became unhappy when I brought this issue to her attention.

7. Although the By Laws are full of errors ("As few as 5 board members and as many as 20. A quorum will be 8")

8. The president did not notify the 350 members of the meeting, but put a note on the front door of the building for notification. You see there were only 15 of 350 members showed for the meeting.

9. Although the By Laws are riddled with errors, they have sent out an absentee ballot to change the By Laws, in the one error that is correct. (Board meetings will be conducted each month. To Be Changed to: "Board meetings will be held once a quarter, or at a time felt most approprate by the President"

10. The president has just released a "CODE OF CONDUCT" paper that prohibits me from sending you this inquiry. I am guilty of asking persons in the building "Are you a member?, If so there's a meeting on Feb 14th. If you are not would you like to join" and for this bold conversations I can be dismissed from membership if she so deems it.

OH! BY THE WAY, THIS ORGIZNATION IS CALLED "THE PLACE" FORMERLY THE "WOMEN'S

Y. With an olympic sized swimming Heated Pool" Gym Basketball court, Weight rooms, CPS (Child Protective Service) and My Lions Eyeglass Clinic, where we dispense eyeglasses Free those in need. By the way because of my intervention in the formentioned Annual Meeting, The president Called my Lions Club and gave notice We have to move in 15 days. (we collect 140,000 Glasses per year from Pearl Vision.

I AM A PAID MEMBER OF "THE PLACE"

AM I RIGHT:

I. The absentee ballot to Change the By Laws is inapproprate for several reasons 1. The notification of the new meeting date and reasons are on the front of the paper. The issue about the Change to the By Laws (Meeting times) and more. On the reverse side only reads FOR___ AGAINST___ (Is the ballot confusing, and not acceptable)

2. Is it not the purpose of having the Meeting schedule in the By Laws to make the members aware of the intent of the board, therefore guaranteeing the democratic process?

3. Changes to By Law's require 2/3 majority vote and prior notice. Shouldn't the General Membership have an opportunity to hear the issues surrounding changes to the By Laws in debate?

4. I'm not sure but what is the ruling factor? If the floor debates (In excess of quorum) and finds the question unacceptable or just doesn't agree with this question without debate, does the floor )General Members rule? Is the 2/3 requirment on this issue 2/3 of ALL the members or the quorum?

Paid Member

 

Dear Paid Member,

I see that you certainly have a president that doesn't understand democracy and is operating your organization like a third world dictator. Some how your are going to have to solve this problem before the questions on procedure can be tackled. To answer question #1. The question that I have about the ballot is: do the bylaws allow for a mail ballot? If not, then the mail ballot itself is illegal and should not be done. Robert's Rules states for a mail ballot to be taken it has to be provided for in the bylaws.

Question # 2. The answer is yes.

Question # 3. The answer is yes.

Question #4. I don't understand the first two questions in #4. But I do

understand the question about the voting requirement. Your bylaws should state

if the vote is by two thirds of the entire membership or those present and

voting. If it just states by a two thirds vote, then that means two thirds of

those voting at a meeting where a quorum is present.

The Parliamentarian

 

Dear Parliamentarian:

As a new board member, and acting president I would like to become proficient in my job. Are there places where I could go to learn parlimentary procedures? I noticed also that there are competitions. I would like more information. Also it was hinted, (albeit I don't know how factual it is) that people are presiding as a parlimentarian professionally. Is that fact or fancy? Thank you for your response.

Potential Parliamentary Procedure Student

 

Dear Student:

Yes,

There are places that you can go to get training. If you tell me where you live, hopefully I can put you in contact with a parliamentary chapter in your area. However, did you see that we have training videos for people in your position? Many who are in your "shoes" have bought our videos and have gone on to be successful presiding officers and effective members of their organizations. And finally have become the parliamentarian of their organization! I don't know how complicated your meetings are but I would recommend either our video HOW TO CONDUCT A MEETING or PARLIAMENTARY PROCEDURE MADE SIMPLE: THE BASICS, and our book WEBSTER'S NEW WORLD ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. Our book and HOW TO CONDUCT A MEETING video have presiding scripts that you can adopt for your own meetings. In fact that is one of the keys of good presiding is to use a script. I have written many for inexperienced officers and by using it they have done very well.

Both the book and videos have correct procedures, but stated simply so all can understand. These take a person step by step through the process of learning correct procedures and presiding. Both of these videos emphasize presiding skills. The second video mention has a complete meeting at the end conducted according to correct procedures. Go to WEb Site <http://parli.com and click on Videos for more information. We can also send you a brochure if you mail us your address.

Now about a professional presider. Yes, they do exist. They are expensive and are hired only to preside during very controversial issues in an organization.

The competitions that you mentioned are in high schools with such organizations as Future Business Leaders of America, Business Professionals of American, Future Farmers of American, Future Homemakers of America (they have a new name, but can't remember it) and HOSA (Health Occupation organization). We wish you well.

The Parliamentarian

 

Dear Parliamentarian:

Hello, perhaps you can help us......

We recently voted by secret ballot on whether to hire a job candidate. Our charter requires a 2/3's majority of YES to hire. There were 7 for, 4 against, 1 abstention (person was present).

Two weeks later, our "chair" said he will make a motion to revote, hoping to get a 2/3's majority. (He was not the abstention.) Can anyone keep motioning for a re-vote on a secret ballot? How long? In what case(s)?

Thanks for your answer. Our next meeting is Friday, March 9.

S M Sharock:

 

Dear S M Sharock:

If the person was not notified that he didn't get the job and no one else has been hired, then someone can keep presenting this candidate until someone is hired.

The Parliamentarian

 

Dear Parlimentarian:

Thank you for your terrific web site!

Our organization meets once on a monthly basis. It holds nominations at its March meeting of every even-numbered year in which nominees need not be present. Through an oversight of the currently-seated officers, this item of new business was not placed on the March agenda. However, when it was brought up at the March meeting (yesterday) that nominations were to be held, this item was placed on the agenda and, subsequently, nominations were held at the meeting. The nomination process has closed and now the nominee list is limited only to those who were present at the meeting yesterday.

As a result, members-at-large not present at the meeting -- who were unaware of the March nominations but would have qualifed otherwise to be nominated -- were left out of the nomination process.

Our organization's bylaws do not specify a requirement for notifying members of these nominations, although our bylaws do state that it holds nominations at its March meeting of every even-numbered year.

My question:

* In the absence of a bylaw governing notices of meetings when nominations/elections are held, is there any parliamentary procedure or guideline that might pertain to this situation that would allow for those not notified to "throw their hat in the ring" and be considered for the election process? Or simply, can the nomination process be reopened?

Thanks in advance for your advice!

Ed Escobar

 

Dear Ed,

Before I can answer your question you need to tell me about the election process. Is the vote taken by ballot? Or by voice? When is the election? Is it at the next meeting? Are members notified by mail when the election is and who has been nominated?

May I suggest that you get our book WEBSTER'S NEW WORLD ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED, at your book store it cost $8.95. (or you can buy the book here) It has an entire chapter about nominations and elections. By reading your e-mail, I think you might not understand or your organization might not understand the importance of this process, especially since it was forgotten to be included on the agenda.

Electing officers of an organization is very important. Normally, an organization elects a nominating committee which selects the BEST candidate for the office. Also when selecting candidates, the nominating committee asks if that person were elected would they be willing to serve. In an organization, this process should not be pitting one member against the other because this leads to hard feelings and factions within the organization.

But if you answer my questions, then I can tell if nominations can be re-opened.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for your prompt response! ... here are the answers to your questions ...

1.) The vote is taken by ballot.

2.) The election is next month, which is 1 month from the time the nominations were held ... it takes place at the next monthly meeting when the ballots will have been received; and they will be tallied at the meeting.

3.) All the members are notified by mail as to when the election will be held, and they will have notification as to those nominated.

Essentially, the nomination list was established at the last meeting when nominations were taken from the floor; and when the members who were present and nominated, agreed to serve if elected. Now, the ballots will go out to all the memebrs who will vote for 4 of the 6 nominees for the 4 open positions. Over the next month, members will vote by mail or hand-carry their ballots to the next meeting (April 2) when the votes will be tallied.

The issue I raise is that there was no notice sent out to all of the members (prior to the nomination process at the March 5 meeting) notifying them that ... if they wanted to be nominated, they would have to submit their nomination by March 1 or be present at the March 5 meeting and be nominated from the floor.

Our bylaws don't specifically state that a notice must be sent out, but shouldn't sending out a notice before such an important process be a matter of priority? Therefore, since the currently-seated officers "dropped the ball" in forgetting about sending out a notice -- let alone not placing it in the monthly Meeting Agenda that is sent out to all the members -- can the nomination process be re-opened? If so, what must take place?

Again, thanks in advance for any advice you can provide!

Ed

 

Dear Ed,

Since the ballots go out before the meeting, then there is no way to re-open the nominations. But members can write in a candidate. A person does not have to be nominated to be elected.

Since the nomination procedure is in the bylaws, and I assume that all members have a copy of the bylaws, then the fact that no notice was sent out is a moot point. All can read the bylaws and know what meeting nominations are to be held. There were those present who were familiar with the bylaws and pointed out the error to the presiding officer. It is important that all members know the bylaws of the organization.

The Parliamentarian

 

Dear Parliamentarian:

I have been an associated with parliamentary procedures for about 48 years. Back in High School I was on a competitive parliamentary team for 3 years. I have never seen such high disregard for procedures from a board of directors, as I have and am now experiencing.

1. Two board members don't think the general membership should have "any say on issues implemented by the board"

2. An annual membership meeting was called Feb 14 2000. President attempted

to continue without a quorum.

3. President insist 20 board members be accepted without debate, nor individually, but by acclimation (although not stated as)

4. President stated on two occasions that members had no voice in the operation of the origination for it was a business and was run by the board.

5. President violated the By Laws in selection of the nominating committee She selected 3 board members to choose 20 nominees for the board, and only ONE was a Member of the organization. (The By Laws require "2 Board Members and 5 from the Membership at large")

6. The president did not check for a quorum before the meeting started, and became unhappy when I brought this issue to her attention.

7. Although the By Laws are full of errors ("As few as 5 board members and as many as 20. A quorum will be 8")

8. The president did not notify the 350 members of the meeting, but put a note on the front door of the building for notification. You see there were only 15 of 350 members showed for the meeting.

9. Although the By Laws are riddled with errors, they have sent out an absentee ballot to change the By Laws, in the one error that is correct. (Board meetings will be conducted each month. To Be Changed to: "Board meetings will be held once a quarter, or at a time felt most appropriate by the President"

10. The president has just released a "CODE OF CONDUCT" paper that prohibits me from sending you this inquiry. I am guilty of asking persons in the building "Are you a member? If so there's a meeting on Feb 14th. If you are not would you like to join" and for this bold conversations I can be dismissed from membership if she so deems it.

OH! BY THE WAY, THIS ORGIZNATION IS CALLED "THE PLACE" FORMERLY THE "WOMEN'S Y". With an Olympic sized swimming Heated Pool" Gym Basketball court, Weight rooms, CPS (Child Protective Service) and My Lions Eyeglass Clinic, where we dispense eyeglasses Free those in need. By the way because of my intervention in the aforementioned Annual Meeting, The president called my Lions Club and gave notice we have to move in 15 days. (We collect 140,000 Glasses per year from Pearl Vision.

I AM A PAID MEMBER OF "THE PLACE"

AM I RIGHT?

I.

The absentee ballot to Change the By Laws is inappropriate for several reasons

1. The notification of the new meeting date and reasons are on the front of the paper. The issue about the Change to the By Laws (Meeting times) and more. On the reverse side only reads FOR___ AGAINST___ (Is the ballot confusing, and not acceptable)

2. Is it not the purpose of having the Meeting schedule in the By Laws to make the members aware of the intent of the board, therefore guaranteeing the democratic process? I feel one of the main reasons the board meetings areentered in the By Laws is to assist the general membership in attending Board Meeting. This Floating Board meeting proposed is intended to prevent General Members from attending regular meetings.

3. Changes to By Law's require 2/3 majority vote and prior notice. Shouldn't the General Membership have an opportunity to hear the issues surrounding changes to the By Laws in debate? 4. I'm not sure but what is the rulingfactor? If the floor debates (In excess of quorum) and finds the question unacceptable or just doesn't agree with this question without debate, does the floor) General Members rule? Is the 2/3 requirement on this issue 2/3 ofALL the members or the quorum?

4. The Code of Conduct mentioned in 10 above indicates the power to expell a member for asking others to come to the meetings. I am guilty of Stopping all those who pass my area while issueing Glasses for the Needy, and Saying " Are you a member" "There's a meeting at _____." "Why don't you join", AND that is what I have been doing that prompted this entry into the code of conduct.  I thought I was doing exactly what I should for the orgiznation.

II.

The Nominating Committee selected 20 names for the board. Aren't those selections void as a result of improper implementation of the By Laws, and shouldn't Nominations be made from the floor?

III.

Isn't it illegal for a committee of the board to make policies concerning dismissal of members without ratification of the General Membership?

IV.

Aren't we responsible to the General Public for our actions in light of the fact that 88% of our revenues come from the public and Grants?

V.

Should I just stay home and let them do what they want?

Ted

 

Dear Ted

I have read the fax and re-read the e-mail.

First, what kind of an organization is "The Place"? What is its purpose? How does one become a member? Since it receives funds and grants is it incorporated? Is it considered non-profit? Do the officers have to report to some higher authority? Do people live in the building? Do you live there? How many times a year do the members meet? Is it just annually with the board of directors having most of the authority? Is there a provision in the bylaws for members to call a special meeting? Can the members remove someone

from office and how? Do the bylaws state that members of the board are to be members of the organization? Are members given a directory of other members? If not, why not?

The Parliamentarian

 

Dear Parliamentarian:

Thanks for the comments, here are a few answers to your questions. By the way, the new meeting is tomorrow at 7pm.

"The Place" is a Non Profit. It was formerly the "Women's Y" The By Laws are to have been taken from the "Y's" By Laws. They have just rented ONE room, and plan to have about 5 in the building. We have a Near Olympic, heated indoor pool, weight rooms, Gym etc. There is only ONE annual meeting, and some parties. I have been challenged that Members have a right to attend ANY Board meeting. I thought that privilege was part of the reason the meetings of the board was in the By Laws. THIS Board of Directors actual prefer NO members attended, even the Annual meeting. My problem with the absentee ballot, changing the By Laws, is that No opportunity for debate of the issue is provided.

There are no provisions in the By Laws for the members to call a meeting. The By Laws are so ambiguous they would permit one of the NON CITIZEN German Pilots to be president of the origination if desired, and he would' t have to be pay dues or even live in Texas. We wanted a list of other members, so we could start an alert and recall to tell members of the importance of THIS meeting.

It is my intent to challenge the change of the By Laws because:

Denied rights to debate.

Many members did not receive an absentee Ballot.

Motion is vague and does not provide Members to access to the Board Meetings.

I don't think a prospective board member is serious, his first action is to

change the bylaws from 12 to 4 times a year.

The present policy is if not present at 3 meetings Board Member will be

dismissed. The change doesn't address this issue.

On the issue of the accepting Nominations to the Board:

The nominating committee consist of the President and ONE NEW NOT A MEMBER,

and not even a board member, and SHE was the Committee Chairman.

PAID MEMBERS should First be considered for the Board.

Help, Ted

 PS

I'm afraid, they are going to try to REMOVE ME from the Club, After my first encounter FEB 14 where I told them they couldn't continue with a normal meeting without a quorum. I also ask the President to identify the Candidate for the Board, as she asks we accept by acclimation. For this effort, the president called the Founder Lions Club,(where I am the manager of a FREE eyeglass clinic, with over 140,000 glasses per year) and ask that we remove the Clinic from the premises.

Ted

 

Dear Ted,

I've been thinking about your situation and how to handle this. I assume your organization has been incorporated in the state of Texas. What you can do is call the secretary of state's office and ask what state laws have been adopted concerning non profit corporations. They may have some answers that you are looking for -- like the secretary must give the minutes and look at all documents of the corporation at the request of a member. They may have laws concerning bylaws, the quorum of a board, how to remove an officer, if the board meetings are to be open etc. The other thing I would recommend is that you get the corporate charter of the organization. They too may address some of these issues, especially the meeting issue. If it states in the corporate charter who is to be on the board and when they meet then the members would have to amend the corporate charter and not just the bylaws.. Normally, board meetings are closed to members unless there is a provision for open meetings in the bylaw or state laws. It depends on the type of corporation and organization.

Even though the committee has set a policy for removal, unless the bylaws state a procedure for this, the board would have to follow the chapter in ROBERT'S RULES OF ORDER NEWLY REVISED about removing a member which is to first have an investigating committee and then a trial.

Now about the mail ballot for the bylaws. Robert's Rules (afore mentioned book) states that unless there is a provision in the bylaws for a mail ballot or state law provides for it, the vote can't be taken by this method.

If there is no bylaw provision for abstentee ballots or a state law that provides for this, then you can go back and state that the provision adopted that board members don't have to be members of the organization is null and void.

I don't know what you can do if this information is denied to you today. If you can get state laws behind you then you can tell the president what the state laws are. Get the name of all those who attend the meeting tonight. If you can get enough members perhaps you can get this president removed from office.

The Parliamentarian

 

Dear Parliamentarian:

I am interested in subscribing to recieve the messages you send. Please send ASAP, I have an Introduction To Parlimentary Procedure competition coming up next week. Thanks!

Lynsey
Adidaslyn@aol.com

 

Dear Lynsey,

We only send messages out when we update the page. We will be glad to put your on our list. Did you see the entire section on our Web Page <http//:parli.com for competition teams -- both teachers and students. There's an entire section for how to teach parliamentary procedure and articles that we write for Business Professionals of America. I'm sure you can find a lot of information to help you if you print that entire section out.

The Parliamentarian

 

Dear Parliamentarian:

When a committee brings a motion on the floor of a business meeting, does it require a "second" in order for that motion to be voted on. Please let me know. Thank you.

MAGILLA013@aol.com

 

Dear Magilla,

If a committee of more than one has agreed in committee to submit a motion to the assembly, the answer is no. It does not need a second. To second means "let's discuss it", not "I'm in agreement with it." The proper procedure for a committee to present a motion to the assembly is for the chairman or member of the committee to say, "By direction of the Social Committee, I move that we..........". That way the members know that it is coming from the members of the committee and not an individual member of the committee. This phrasing should be a clue to both the presiding officer and the assembly that the motion does not need a second.

The Parliamentarian

 

Dear Parliamentarian:

May i please present this problem we are having now for your advice. We had a general meeting oof our 24 unit condominium.one unit owner secretly recorded that meeting. now that we know of the taping can we ask her to read her transcript of that meeting because she was present at our meeting and knows what was said. do they have to say they are taping and could we stop them? thank you.

Respectfully,
Mrs Bromberg

 

Dear Mrs Bromberg:

There is an article about this "Tape recording Meetings" by Henry Goodman in the booklet titled "Conducting Meetings" by the Community Association Institute. This article suggests that a member can tape a meeting without the board’s knowledge because if the "Open Meetings" laws. However, he warns that if the board should tape a meeting, they should let everyone know. I recommend you find out what your state laws say about this. I also suggest you just ask the owner to make a copy of the tape and give it to you.

The Parliamentarian

 

Dear Parliamentarian:

Our organization is ruled by Bourinot's Rules of Order and I was wondering if you could answer the following- We made a tender call and at our meeting, we had a motion to accept the lowest tender. It was moved and seconded, discussion was held and when the vote was taken, it passed with one "nay" vote. We are now ready to hold our next meeting and a written notice has been received that the member who voted against the motion is going to make a motion to rescind. This company has already started making decisions in regards to the tender because when the motion was passed, it was believed to be an implied contract even though the actual contract was not signed.My questions are: Can this member make the motion to rescind when it is in regards to a tender that has been voted on and if the motion is allowed, how many members must vote to overturn it? We have a total of 9 members.Thank you

Shirley

 

Dear Shirley,

I am not familiar with Bourinot's Rules of Order but if you could explain a "tender" to me and what at "tender call" is perhaps I could still help you. I can share the principles of parliamentary procedure with you and that could give you some guidance. In the mean time I will try to find a parliamentarian in Canada that perhaps can help you.

The Parliamentarian

 

Dear Parliamentarian:

Hello; I was wondering if you could answer a quick question. How many seats are there in the Canadian Parliament's House of Commons? Thank you for your time.

Tyler Adamsky

 

Dear Tyler,

I have no idea. We mainly deal with parliamentary procedures in small groups that use the parliamentary authority of Robert's Rules of rOrder. We are in the United States so I have no idea where to even suggest that you go to find this information. Sorry, But thanks for writing.

The Parliamentarian

 

Dear Parliamentarian:

We are seeking a professional opinion as to the distinction and difference between a motion and a resolution; the procedure for raising and approving a resolution; and the number of readings required for approving a resolution where the by laws are silent. If you can be of any assistance win this regard, please contact:

Curtis P. Cheyney, III, Esquire
(215) 299-4304
ccheyney@scdlaw.com

Thank you for your courtesy and cooperation in this reagrd.

Curtis

 

Dear Mr. Cheyney,

There is no difference between a resolution and main motion are handled. A resolution is a formal way of presenting a main motion. Many times a resolution has a preamble with "whereas" clauses to give back ground information for the actual proposal. I recommend that you get the official book, ROBERT'S RULES OF ORDER NEWLY RESIVED, 9TH ED. and see pages 102-107 or you can find it on pages 142- 144 in our simplified book, WEBSTER'S NEW WORLD, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED.

A resolution needs a second if it comes from a member, (if it comes from a committee of more than one, it doesn't need a second) and it is debatable and amendable. If your rules say a main motion has to be read so many times then the same would apply to a resolution. If you have no rules on how many times a main motion is read, then this also applies to a resolution. Hopes this helps you.

The Parliamentarian

 

Dear Parliamentarian:

We have reviewed your book and are not certain about an answer to a situation that has come up. I am a board member of an organization. During our last meeting, we created a committee to investigate possible options to a problem that we are having. I would like to attend the meeting just as a visitor to ensure the desires of the board are actually being addresses. The president of the board is a ex officio committee member, but does not

attend the meetings. As a member of the board, do I have the right to attend a committee that we created? I read in your FAQ's that meetings are in executive session. Our board meetings are not executive session meetings, would it follow then that the committee meetings should also be open. I also noted that noted of the committee were only available to board members. If that is the case, shouldn't I be able to attend the meeting? If you have any suggestions of where I might find out the answer to the above, I would appreciate it.

Wayne & Krystal King
"The Kings Of Real Estate"
Direct: 402/ 659-KING (5464)
Toll Free: 800/ 773-KING (5464)
TheKings@RealEstateInOmaha.com
www.RealEstateInOmaha.com
Prudential Ambassador Real Estate
1045 N 115th Street, Suite 208
Omaha NE 68154

 

Dear Wayne & Krystal,

If the president is "ex officio" of all committees then he should be the one attending the meeting. When a board appoints an investigating committee then the committee should be large and include many views of the organization so that all the facts can be gathered and presented to the board. Surely you sent specific instructions to the committee about what you wanted them to find out. If the committee doesn't do what the board has asked them to do, then send the instructions back to the committee until you get the results. You could also ask the board to appoint you to the committee if the president doesn't want to attend. Right now I recommend patience and to sit tight to see what the committee submits. If you attend the meeting, the committee members may resent the fact that you are checking up on them instead of trusting them to do the work they've been assigned to do.

The Parliamentarian

 

Dear Parlimentarian,

I am a member of a Homeowner's Association. While going through old minutes I came across a Notice of a Meeting to amend our by-laws dating back to 1976. I found the minutes of that meeting and found a vote was taken in favor of changing our by-laws. Unfortunately it appears the then 'new' by-law was never entered into the by-laws.

Over the years our by-laws have been amended approximately 7-8 times and no copy has ever had the 1976 by-law entered in.

How does my Community handle this situation? We have our semi-annual meeting Thursday, March 28, 2000 and we are hoping to resolve this. Any help would be appreciated!

Also, as I was perusing the old minutes I noticed that our Board of Directors over the last 30+ years has made many 'motions' that were passed. Our board is a voluntary group of homeowners which changes every 2 years. It appears that after time passes these motions are forgotten. My question: Are the motion's made and passed by the current Board ONLY for that boards term or are the motions to apply to subsequent boards as well?

Thank you.

Sallyanne Mott

 

Dear SallyAnn,

Good for your diligence in looking through the minutes. Tell me more about the types of motions that the boards are adopting. Can you give me several examples from your minutes. Then I can be of better help.

The Parliamentarian

 

 

Dear Parliamentarian:

Thank you for your quick reply! Off the top of my head I can think of two (this is not EXACT wording) "A motion was made to have guests attending community functions pay double the fee" and passed."A motion was made that from now on a synopsis of the Board Meeting would be included in the community newsletter each month to keep the community better informed" and passed. Neither of these are in force at the present time. Should they be? Should I make a list of all the motions that were made and passed that I have found spanning 30+ yearsand present them to current board to deal with?

I am also very interested in an answer to my by-laws question. Our community meeting is in 2 weeks. Again, thanks for your help!

Sallyanne

 

Dear Sally,

Since you are a homeowners association and incorporated with the state, you need to do some research before the organization can make a decision about this. First you need to call the secretary of state in your state and get the copy of the bylaws that they have for your organization on file. That is considered your official bylaws. Every time the bylaws are changed the organization should be sending those amendments to the secretary of state's office. After you get the bylaws you need to see what is in them. If that bylaw was changed with them, then it needs to be put in your bylaws. If not then you have a dilemma about what to do.

The second thing you need to do if your organization doesn't already have them is to get the state laws concerning homeowner association and see if it has anything specific to say about bylaws and amending them. Now I can tell you what our parliamentary group last night suggested about this situation. There were two points of view. Now we don't know what state law says about this, so these are general points of view and should not be considered until you have done the two things just described.

1. The bylaw is invalid because there is a general parliamentary law considered "usage", "custom" or "tradition". If something has been done for 30 years even though it is not "official" it has the weight of law. Or if something was adopted and not being done it has no force at all and would have to be proposed as another amendment to the bylaws.

2. The other position is tell the membership what was adopted thirty years ago and then let them decide what to do. Perhaps they don't want that bylaw changed now.

But again, you must do the first two things before you can approach it with either of the above suggestions.

Now about the motions the board has been making. Every time a motion is made of a standing nature -- for example the newsletter should go into a book called "standing rule". At the end of this month I will have a newsletter on the web site under "Parliamentary Internet Newsletter" about standing rules. This way each new board has the right to decide whether to follow these motions. They can make a motion to rescind or to amend them.

If you want to keep a newsletter going or the other thing mentioned, then have the members adopt these motions. It probably will be harder to change.

But the main thing is if you have them all in a book for each new board member then they will probably be carried out unless they are rescinded. Changes would also have to be placed in the book.

I would say that again the previous motions are not in effect because they haven't been done. So in other words they have been rescinded by boards by not doing them.

After you find out about your bylaws from the state, let me know and we can go

from there.

The Parliamentarian

 

Hello,

I am the secretary for a standing committee of a non-profit orgnaization. Since Aug. three people have been appointed to a position calling a monthly meeting. At first minutes were to be sent to all team members. This was changed within a few months to the minutes being sent to the three for approval prior to any team member viewing them.

My question is this: The three have suddenly decided that if they do not like the minutes I've submitted to them that they may completely retype them and give what they consider to be the approved minutes to the team. May they do this?

It was my preception that if changes needed to be made that the secretary would be called and notified so that she/he could discuss the issue and make the appropriate changes. Is it right that if someone does not like the minutes they may change them to what they want without the input of anyone else and simply present them as the orginally typed up minutes?

I have a meeting this Tuesday evening and need to know how to address this issue.

Thank you.

Marie Medellin Crabtree
415-564-6549

 

Dear Marie:

No they shouldn’t do this. They should make suggestions courteously and then you incorporate them into the minutes if the suggestions are accurate and you see fit. Then the members will approve the final form of the minutes.

The Parliamentarian

 

Dear Parliamentarian:

When a person stands up to speak at a meeting, to whom is he speaking? Does he speak to everyone present or the Chairperson.

Gramcrackerss

 

Dear Gramcrackerss,

When a person is speaking, he is addressing his remarks to the assembly but it is done to and through the chair. All remarks are made to the chair even if it has something to do with another member. For example, you have a question about the treasurer's report. You would rise and say, "Mr. President, I rise to a point of information." The chair would say, "Please state your point". You might reply "Would the chair ask the treasurer why the telephone bill is $100 higher this month?" Or a member might say, "would the chair ask member X what he meant by ......"

If at all possible in debate the member should speak the debate to the chair unless he can't be heard by the rest of the members. Then it might be wise to turn in such a way so that all people can hear you.

The Parliamentarian

 

:Dear Parliamentarian:

Dissolution Clause? Can you tell me what other organizations do with the money collected for dues if the organization is dissolved?

Judy Kamann

 

Dear Judy,

It depends on the organization. Some have it in the bylaws where the money is to go if the organization is dissolved, for example to a parent organization or another chapter of the same organization.

If it wasn't in the bylaws then the members could vote at dissolution where the money was to go. I suppose it could go back to each member at the time of dissolution.

You might want to check with the state laws where you are incorporated to see if they have any guidelines on this subject.

Are you in the process of dissolving or are you wanting to put something in the bylaws about this?

The Parliamentarian

 

Dear Parliamentarian:

I realize that the chairman can call a meeting, but can a member of a committee call a meeting, and what is the procedure. thank you for your help. Is there reference to this in RROO?

PAUL D ADELSTEIN

 

Dear Paul,

Yes there is a reference. This is what Robert's Rules of Order Newly REvised, 9th edition says on page 490. "If the chairman fails to call a meeting, the committee must meet on the call of any two of its members, unless (for very large commitees) the assembly's rules prescribe, or empower the assembly or the committee to require a larger number."

The Parliamentarian

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