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Dear Parliamentarian Vol. 50 April 2000

Dear Parliamentarian Vol. 50  April 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 an Improvement District which has been described as being an extension of county government. It elects Commissioners. We hold regular meetings monthly. Questions have arisen whether motions or resolutions are better to propose. One commissioner says resolutions can be changed and believe that motions are forever. They make a motion to discuss a subject, second it and vote to discuss the subject. Then discuss the subject, make a resolution to approve or state the topic of the resolution and vote on it. Is this okay? In my way of thinking, the motion is made so that it can be dicussed. Any changes that need to be made (amendments to the main motion) are made during the discussion, and voted on.

Which is better to move a motion or a resolution? The Town council in their meetings move to discuss and then propose resolutions.  What is the purpose of a resolution?  Any help you can provide would be greatly appreciated. I'm not sure the commissioners would understand or care for that matter. It would help me clarify it.

Tnx,          
Karen, secy to Commissioners

Dear Karen,

I'm glad that I'm not taking the minutes of your meetings! Both a main motion and resolution present business before the assembly to be discussed and voted upon. The main difference is that a resolution is written and put in a more formal way and uses the name of the organization in the resolution. Both can be amended. Both have the same kind of permanency. In other words, they are in effect until rescinded. After adopted they can be amended by following special rules.

A main motion can state: "I move that we do something." A resolution states, "Resolved, that the Improvement District do something."  Why are the members making a motion to discuss something and then finalize with a resolution? This is totally out of line. They should either present the resolution or main motion, it needs a second and then it is discussed. They certainly are wasting a lot of time. Why don't you suggest they get a copy of our book, WEBSTER'S NEW WORLD: ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. That certainly can help them or our videos on this subject. They are certainly very confused about presenting business.

The other question I have, is how can they amend something if there is no motion on the floor?

The Parliamentarian

 

Dear Parliamentarian:

My name is Courtney Waters. I am currently the parlimentarian for Pace High School, the Florida Association of Student Councils-District One, and the Florida Association of Student Councils. I am interested in info on your video: Parliamentary Procedure Made Simple, I could not get onto the website. I am also interested in parliamentary rules concerning dealing with resolutions in front of a group of about 600-800 students. I have read the resolution section of Robert's Rules and it is not exactly laid out. Thank you very much if you can help me at all.

Courtney

Dear Courtney,

How a resolution is handled does not depend on the size of the group. In your case, a member needs to obtain the floor and read the resolution. It should be in writing and a copy be given to the presiding officer. It needs a second and it is discussed.

Do you understand how it needs to be stated?

The Parliamentarian

 

Dear Parlimentarian,

What is the method and language used to ratify the past actions of an architectural review board that was created illegally (although unintentionally) and made decisions and enforced the CC & R's of our association. It is not covered in our copy of Robert's Rules of Order.  Your help would be greatly appreciated.

Dear Jack and Marylyn,

Please give more details. Do your convenants provide for an architectual committee? What was illegal -- the committee itself or how the members were appointed to the committee? Is it the formation of the committee you want to ratify, the members appointed to it, or the actions that they took?

The Parliamentarian

 

Dear Parliamentarian

Thank you for your quick response - it's kind of surprising in this day & age - and refreshing.  OK, first for more background - we are a home owners association of 36 homes. In March of 1999, a "Design Review Board" was elected in error - this election, along with the election of the board of directors was set up by the builder upon his completion of the subdivision. The review board, with good intentions, proceeded to enforce rules of the CC&R that only the board of directors had the authority to enforce. Along the way the review board also made some erroneous interpretations. This past month the board of directors disbsanded the review board.

How does the board of directors ratify the erroneos election of the review board, the members elected to the review board and the actions the review board took?

Thank you for your time and consideration.

Jack & Marylyn Waymire

Dear Jack and Marilyn,

I have given your question some thought and our computer has been in and out of the shop for a week.

You can't ratify anything that is against your governing documents.

ROBERT'S RULES OF ORDER NEWLY REVISED, 9th ed. states,(p. 122) that "An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies, as it would have had the right to authroize in advance. It cannot make valid a voice vote election when the bylaws require elections to be by ballot; nor can it ratify anything done in boilation of national, state, or local law, or of its own bylaws, except that provision for a quorum in the bylaws does not prevent it from ratifying emergency action taken at a meeting when no quorum was present."

You can only ratify the legimate action. You do that by making a motion that says: "I move to ratify the action of the review board...(and state what it was) It needs a second. It is debatable. This motion can be amended to a motion to "censure".

The Parliamentarian

 

Dear Parliamentarian

Question One

On page 162 of your book Robert's Rules of Order Simplified and Applied, it states the following:

The roll call (if required by the rules of order): those who are present and those absent, and whether any member comes late or leaves early.

How are lateness and early departure recorded in the minutes?

Question Two

On page 167 of your book Robert's Rules of Order Simplified and Applied it states the following:

All points of order and the chair's ruling (are included in the minutes). Also recorded are all appeals and whether they were sustained or lost.

How are points of order and appeals recorded in the minutes?

Christine Smith*
Office Administration Instructor/Assiniboine Community College 1430 Victoria Ave. East BRANDON, MB R7A 2A9 CANADA Phone: (204)726-7162 Fax: (204)726-7196 E-Mail: smithc@assiniboinec.mb.ca

Dear Chris,

Thanks for your questions.

1. I've never had to do this, but I think by the person's name, I would make a notation that Member X arrived at 8:30pm or that Member Y left at 9pm.

2. A point of order is recorded like this: Member S raised a point of order that the amendment to paint the office was not germane to the motion to buy new furniture for the office. The chair ruled that the amendment was germane because if we're getting new furniture it's logical to paint the room.

Member S moved to appeal from the decision of the chair. The chair stated that the amendment was germane because if we're getting new furniture it's logical to paint the room. If the members voted to uphold or to sustain the chair's decision then it is written this way: The decision of the chair was sustained. The amendment was considered germane to the motion and considered by the assembly. If the members voted against the decision of the chair, it is stated this way: The decision of the chair was not sustained. The amendment was considered not germane to the motion.

See page 361 for an illustration in sample minutes.

The Parliamentarian

 

Dear Parliamentarian

I am a resident living in a 55+ community with a Homeowners assoc and Board of Directors. We have had a real problem with the last two secretaries who do not correctly record what happens at meetings.  We actually have one who likes to editorialize the minutes. Both secretaries have REFUSED to make corrections. Please, any help you could give would be wonderful.

FRUSTRATED, Pat Haruff

Dear Pat,

Have you given the current secretary a book about writing minutes? Has anyone talked with this person or insisted that she do it the right way? If after you give her a book on taking and recording minutes and she still doesn't follow it, or put in the corrections, then it is time to relieve her from office. The minutes are considered the legal documentation of an organizition.

If you remove this person and get someone who understands the minutes and the correct way of doing things, then you can go back and correct the mintues from years ago. Robert's Rules says that any time a mistake is found in the minutes, the members can go back and correct them.

The Parliamentarian

 

Dear Parliamentarian

At our county board meeting last week there was not enough room to accommodate all of the visitors who wanted to attend the meeting so the meeting was adjourned and no business was conducted. This was the main reason the visitors were at the meeting. They wanted to prevent the county board from taken any action on an issue that they were opposed to. Our corporate counsel ruled that 100% of the visitors must be able to witness the meeting. Therefore the meeting was adjourned to a later date to be held in a larger building. Did we have the right to continue the meeting in spite of the crowded situation?? I would sure appreciate an answer to this.

Thanks!

Len Jablonski
jabbo@jrec.com

 

Dear Leonard,

I think you should listen to your coporate counsel. If he said all should be able to hear and fit into the room, then I would say listen to him. I'm sure the new room will be sufficient to handle everyone. The public will be happy that you are doing the right thing.

The Parliamentarian

 

Dear Parliamentarian

At an upcoming meeting, the Membership Committee is going to do a program on Parliamentary Procedures and Protocol. There is some resistance from the Membership Committee members on why this is a function of the Membership Committee, they believe that it should be the President's responsibility, not their committe, even though the President and Secretary serve on this committee and are willing to provide information and assistance. How can I help the Membership committee understand their role in providing Parliamentary and Protocol? Thanks.

Kathy

Dear Kathy,

I think the reason that they need to know this is because protocol is about manners. We all need to know manners. By knowing this information they will always know what to do when they have guests. And what difference does it make if they present it or someone else? The best way to learn something is to teach it to others.

Hope this helps.

The Parliamentarian

 

 Dear Parliamentarian

I work for a firm in Medford Oregon. We intend to file a motion wherein we will need an expert for telephonic testimony. If you are interested please respond and I will provide more information.

Thank you,
Jason Broesder

Dear Jason:

We might be interested. What is the area of expertise you want?

Robert

Dear Parliamentarian:

Here is a "nut-shell" of our claim.

A City Council voted 4-3 in favor of giving our client a building permit. A month later one of the members of the Council who was not in the prevailing party moved to reconsider. That vote went 4-3 against us. The mayor flip-flopped on us. No one that was eligible to move to reconsider (the prevailing party) would have made the motion.

The City Code adopts Robert's Rules and has a specific section that says only a member of the majority may move to reconsider during the same meeting. I can give you more specifics if this falls within your area of expertise.

 The Parliamentarian

 

Dear  Parliamentarian

Thank you for calling me earlier this week. I have one question.

I do hope I did not misunderstand what you said, though.

Clearly the Tenants Association has violated its own bylaws by collecting membership dues after Sept 15th, 1999 . They continued to collect dues until February of 2000. This was willful and knowing and a clear violation of the bylaws.. Now please correct me if I am wrong. You did say that when an organization CLEARLY AND KNOWINGLY VIOLATES ITS BYLAWS THE BYLAWS ARE NULL AND VOID If that is the case, and this is only one violation of the bylaws but the most obvious to all tenants, then where in Robert's Rules of Order would I find that statement?

I have the Websters New World Edition (soft cover) and cannot find the reference to that ruling.

Please help if you can and again thank you for calling me

Larry Rosmondo
480 Second Ave
New York, NY 10016
212 689 2833

Dear Larry,

See page 47 about not making a motion or taking an action that conflicts with the bylaws. However, this is an usually situation. The board had no business allowing people to join and taking their money for dues after September 15th. However since they have done that these members are members unless they give the dues back which is absurd now.

The question that you asked me is can these new members vote? Yes. With membership comes the right to vote. If they make the motion again to disallow them to vote in the election, they new members can vote on this.  In parliamentary procedure and figuring things out like this, you need to look at principles. (No book has an exact answer to this particular question.  You need to look at all facets of the problem and the underlying principles that support the answer.) The principle here is that a member has full rights of membership unless the bylaws qualify them in some way or other. They have let them in now they have the right to full participation.

The Parliamentarian

 

Dear Parliamentarian:

Thank u so very much.....it seems that this is going to be an uphill fight. Now they are saying that members cannot vote unless they are at the meeting..there are no absentee ballots or proxy ballots...but their bylaws only state that the vote will be taken by 'secret ballot' and does not say how a secret ballot can be cast....God they are so desperate to hold on and so frightened that the corruption that has been suspected for over three years will be uncovered,,,,They have not had an audit of the books for 3 years and the president is privy to a 'specail account' that not even the treasurer knows about...thats how bad it is

Much appreciated

Larry Rosmondo

 

Dear Parliamentarian:

I live in a 55+ community governed by CC&R's, Bylaws and a Board of 9 members with a paid Manager, Activities Director and office, maintenance staff. At our monthly Board meetings, the Manager gives his report and their are items in it that require vote approval from the Board (regarding money, etc). The Board discusses amongst themselves and votes. All of this without allowing any input from the residents. We may not speak until the end of the meeting for 3 minutes. We feel we should have input into the expenditures before they vote. They say the rules are the Board rules (although we don't know what they are) and they change with each Board. I have only touched the tiny tip of the iceberg about our problems here.

I live in Mesa, Az

Thanks. Pat Haruff

Dear Pat:

Call the Secretary of State’s office and ask for the statute covering your particular organization. This will provide information about budgets, as well as what the Board can and cannot do. Carefully read the state codes, bylaws and C,C& R’s. Then write a letter to the Board presenting your concerns. We recommend you work with a Parliamentarian in your area to help you navigate through this maze. There is a section on our web site <http://parli.com discussing such organizations. Look on the blue sidebar for "Homeowners’ Associations."

The Parliamentarian

 

Dear Parliamentarian:

I would like to know the role of a chairperson to let members know when a by-law has been violated?

Tony

Dear Tony

If the Chair knows that a bylaw has ben violated, he should point it out to the members. However, if he doesn’t do this, then the members should point it out. Know your rules and defend them.

The Parliamentarian

 

Dear Parliamentarian

The motion to reconsider has been described as used by majorities to "clinch the motion" by locking out minoritiy views. I have seen it used this way more than in what I regard as its intended use to correct hasty actions. However, I have never seen any history, documentation or discussion of this point. Do you have any sources on this view that you can refer me to?

This has now become of more than academic interest to me since I have just been elected to a public body and I expect some very controversial issues to come up in which this tool will be both used and misused.

Thanks.

Eugene Robkin

 

Dear Eugene,

You have certainly asked an interesting question. I have never heard that the motion to reconsider is used by majorities to "clinch the motion" by locking out minority views." Where did you read this? I know in US HOUSE OF REPRESENTATIVES they make this motion so no further action will be taken. But this is particular to this governing body.

What public body have you been elected to? Do they have special rules concerning "reconsider the vote" or do they follow Robert's Rules?

The Parliamentarian

 

Dear Parliamentarian

I first learned paliamentary rules using Roberts in 9th Grade Civics classes in Los Angeles in the 50's. One of our major assignments was to make a chart of the rules much like those now published as simplified guides. My teacher first mentioned the clinching the motion bit and I've read it since then including the specifics of the House of rpresentatives. Perhaps he House Rule is an extension of what is in Roberts, but their institutionalized (mis)use of it in this peculiar way may be unique to them.

 As far as I know the original purpose was to prevent a body from being tied up by a disgruntled minority continuously reintroducing the motion to reconsider. I suspect it is almost never used for that. I have seen it used for the unintended purpose and no one took exception to that.

I have just been elected to my local county Board of Supervisors and Robert's Rules Newly Revised are the governing procedural rules. The rules on reconsideration have been lifted out of that and modified and reiterated as a specific rule of the Board. Specifically, that a motion may be reconsidered at the Board meeting at which it was adopted or on the second day of that meeting but never at any subsequent meeting. I'll mail you a copy of the document if you want one.

I haven't been to see the Board Chairman or the County Administrator yet to ask them if they remember any cases but I will. There are some extremely controversial issues brewing in the County and I expect all sorts of parliamentary moves to tie things up including what I regard as a misuse of the the reconsideration rules.

I was hoping for a reference to some discussion of this point or of the intention of the reconsideration rule as ammunition for the disagreements to come.

Thanks.

Eugene Robkin

Dear Eugene,

Robert's Rules specifically states that the motion to reconsider the vote "enables a majority in an assembly, within a limited time and without notice, to bring back for further consideration a motion which has already been voted on. The purpose of reconsidering a vote is to permit correction of hasty, ill-advised, or erroneous action, or to take into account added information or a changed situation that has developed since the taking of the vote."

So that a minority can't tie up the legitimate action of the majority it can only be made by someone who voted on the prevailing side.

Since your county government has adopted rules that modify this motion, I would recommend that you study both the modified county rules and the section in ROBERT'S RULES OF ORDER NEWLY REVISED, 1990ed pages 309 to 326. Then know the

differences between what Robert's is stating and what the County Government has adopted. Knowledge is power. If you don't have the book that I have quoted from, I

highly recommend that you get it. This is the official book. You ammunition will be knowledge and then the incidental motion "point of order".

 The Parliamentarian

 

Dear Parliamentarian:

I returned the book to the library after researching all the info u gave me. There is one new point.The Tenants Association is now going to conduct a REGULAR MEETING along with the election meeting and bring in a speaker who is so long winded that people leave before the meeting is over.

The point that I would like to address is: Is it not true that all OLD BUSINESS should be completed before new business si brought to the membership The OLD BUSINESS is an accounting of the funds not accounted for at the previous meeting i.e.: the 'special account know only by the president and the fact that elections were canceled due to the illness of the president last month If I am not mistaken these are OLD BUSINESS issues and if so where do they appear in Roberts Rules of Order,,, There is no indication of this sort in the bylaws that we have that OLD BUSINESS comes before any new business..I hope I am making sense.. I need to go back to the library and get the book and hope its still available The issue that I used is the Websters New World Edition

Sorry to be such a pest

Thanks

Larry Rosmondo

Dear Larry,

It's called "Unfinished Business" not "Old Business". It always comes before New Business. The speaker or a program always comes after all business is completed unless the members make a motion to put aside the business and hear the program.

This information is in the book that you checked out. Look under the section on Agenda planning.

The Parliamentarian

 

Dear Parliamentarian

Sorry, one more question...........Are election meetings considered separate and apart from other meetings and can they be incorporated? I have been to election meetings for many many years and this is unheard of

Thanks

larry

Dear Larry,

some organizations set up separate meetings for the election of officers. Many have the election at the annual meeting.

The Parliamentarian

 

Dear Parliamentarian:

What is open nominations? Could a nominating committee make the nominations and then could someone make a nomination from the floor.

Pam Sims
Heartland Career Center

Dear Pam:

It probably means nominations from the floor after the nominating committee reports.

The Parliamentarian

 

Dear Parliamentarian:

I am the president of a new high school PTSA (Parent Teacher Student Association) the PTA state convention mandates that we govern in accordance with Roberts Rules of Order. In an attempt to control the PTSA, a few members have tried to disrupt our meetings, first by demanding a new election just 2 months after the initial election of officers. Our school is comprised of members whose children come from 4 elementry schools; sort of rivals. Most new members and all my officers are officers of the largest elem. PTA. It's near the high school and all female. I come from the smallest elem. area over the mountain. I am outspoken, go by the book, and a male who did not originate in the school district; although my wife does. I declined to allow a new election but to prevent these few from disrupting the meeting to the point whereas no one would want to attend I stated that I WOULD RESEARCH THE LEGALITY OF THE DEMAND AND REPORT NEXT MEETING, and I explained the following meeting that to ammend the bylaws a motion must be submitted in writing to be read allowed, put on the agenda for the next regular meeting, advertised as public notice for 30 days and a two thirds majority vote was neccessary to approve the motion for ammendment, the secretary and v.p.insisted the v.p.and her husband whom they insisted, without vote, take care of all p.r. and any news published. I stated I did not believe it was appropriate. I believe it is my responsibility or the secretaries. They got irate and I stated clearly that if there was not 30 days public notice there would be no vote. The meeting was ajourned. Notice has appeared in the Shoppers Guide, a free weekly publication inserted in the free Sunday newspaper. This 1 notice appeared 14 days before the meeting. I will not allow a vote under any conditions other than those stated in the state bylaws or Roberts Rules. Would you? If so, on what grounds and two thirds of membership or two thirds present at meeting? My advice from School Board President, Superintedant of the School District and County Commissioner, is to not allow the vote or I will have diluted the organizations integrity...the motion is to change the length of term from 2 years to one year. I do not want to cut my term or future presidents and officers terms. Please advise me.

Thomas

Dear Thomas,

On page 108 of ROBERT'S RULES OF ORDER NEWLY REVISED, 1990 ED., it states that any motion (and this would include a proposed bylaws amendment) can't be made if it conflicts with federal, state law, or laws of a parent body. Even if it is adopted unanimously it is null and void. If your parent organization states that there must be public notice of a proposed bylaws change for thirty days before it can be considered, then you have to follow that. If you adopted a bylaw amendment without that procedure it is null and void. So my answer to you is, follow all the rules of the organization concerning bylaw changes.

Now about who should handle the sending of the public notice--that should be the secretary of the organization.

The Parliamentarian

 

Dear Parliamentarian

I am the President of a smallish chapter of a motorcycle rights organization and we have a parent organization. Each of the 57 small chapters may have their own bylaws as long as they work under the parent organizations bylaws. I have only been in office for 4 months and find that the bylaws leave many more questions than they do answers and I am not familiar with Robert Rules although I am trying to learn.

My questions are: In a recent State Board meeting (the parent organization) I was given the floor to address a situation of conflict between 2 chapters. As I was attempting to explain my chapters position the chair interupted me to move that the situation be brought to a vote. Since I was interupted there was not enough information, in my opinion for a vote to occur. How can I go about requesting that the decision of the board be appealed? Please be advised that I have never filed a motion before and am not sure of the procedure.

My second question is somewhat similar, but the situation occurred at a chapter level. A discussion took place about moving the chapter meeting to a singular place instead of a monthly rotation. After much discussion and debate it was moved to table the topic until a later date. The general concensus of the chapter was that they were in favor of such a move but the debate was about what location.

The other officers thought that this was an important issue and that tabling it until a later date was an attempt by the few who were in disagreement was an attempt to pidgeoonhole the decision. The officers stated their reasoning at an officers meeting, moved, seconded and voted unanimously to move the meetings to a central location on a monthly basis. Now one of the officers involved in the vote wants to change his mind having been influenced by the opposing members. My question is twofold, Can this officer change his mind? And what recourse do the members have if they want to appeal the vote of the officers?

Breeze

Dear GD,

It sounds you certainly have joined a group that needs to learn some meeting manners and how democracy works. First, why did the president interrupt you when you were talking and then take the vote. Had you deviated from the subject? Did the chair actually make a motion to take a vote? Can you tell me what he said?

Now about moving the meeting place: Did the motion to table to a later meeting pass? Was this made at a board meeting or a meeting of the general membership? Then did the officers adopt a motion at the same meeting or an officer's meeting to change the location?

Please give more details and hopefully I can help you straighten this out.

The Parliamentarian

 

Dear Parliamentarian:

Thanks for your timely reply. To answer your questions. The State Coordinator (Chair) appears to be a personal friend of the Activities Director. The subject I was speaking on was activities related and was attempting to point out that our chapter felt that a decision by the Activities Director was unfair (he has personal issues with our chapter which we all know have no place at a board meeting). I stated to the board that the rules that governed the issuance of a particular piece of equipment were not concise nor defined and that our chapter would like to see that issue addressed in a fair and timely manner as it would directly affect a fundraising event we are scheduling for August. I might add that the Activities Director seems to search for a reason not to allow our chapter the use of the equipment on the day of our scheduled event and that for the past 2 years has allowed the equipment to go to another chapter. I told the board that in all fairness that we felt that a yearly rotation was in ordered and was fair to both chapters. The chair then interrupted before I could cite that with a yearly rotation that each chapter could plan it's events more effectively. I did not deviate from the subject nor did I speak of our thoughts behind the activities directors motivation, nor did I make any type of personal attack or offer any personal opinion. The chair interrupted, voicing his opinion that the standing "first come, first serve" policy was in order and suggested that instead of being done by phone it should now be done in writing to the main office. The motion was made, seconded, voted on and passed by the State Board.

On the second issue. A discussion took place at our chapters March meeting about changing the meeting place. After discussion the membership (one of the officers) motioned to table until a later date. The motion was seconded and put to vote, the ayes having it, to accept the motion and table. After the April meeting the Officers met in executive session and discussed the issue further. One issue addressed was that a decision would have to be made soon as the Commander of the VFW post would soon be changing and that he may not allow our meetings there. The officers felt that all the information presented was enough to warrant the motions and subsequent unanimous vote to change the meeting place. We have a special session of the officers meeting this weekend to discuss the vote. One member said they felt that since it was tabled by the chapter that it should have been reopened by the chapter. We do not have another regular chapter meeting until June.

I hope that I have shed enough light on the problems. If not I will be more than happy to answer any further question you may have. As I stated before, I am a novice to Robert's Rules but am attempting to learn.

We have a state seminar every year in Feb. Perhaps there is a Parliamentarian in central Illinois that would be willing to do a workshop. Could you recommend such a person?

Sincerely

Breeze

 

Dear Breeze,

Your chair needs to know more about conducting meetings and a lesson in meeting manners. You could have raised a point of order and then appealed the decision of the chair.

Now about your second question. Since the motion about the meeting is still in the hands of the assembly (since it was laid on the table) neither the board nor the assembly can make a motion concerning this until the originally motion is taken from the table and decided one way or the other. Once it is taken from the table, someone could propose an amendment.

Do you have any of our videos or books on this subject? Our book WEBSTER'S NEW WORLD: ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED has a chapter on meeting strategies which you might find helpful.

The Parliamentarian

 

Dear Parliamentarian:

Am I to understand that I can not make a motion to appeal or rescind the vote of the board concerning the equipment?

 

Dear Breeze,

You can make a motion concerning the equipment. You can only appeal a chair's ruling when it is made. Figure out what you want to be done and then make a main motion concerning this.

The Parliamentarian

 

Dear Parliamentarian,

I need clarification on the nominating procedure. Our organization has a nominating committee who selects the 15 directors for the Board. However, pertinent information on the improper conduct of one past director was not supplied to the nominating committee prior to selection. The past director has been re-nominated and will be appointed to the board at the upcoming AGM in 2 weeks time. I feel that the nominated committee should have been apprised of the facts and information regarding the past actions of this board member in order to fulfill their duty in selecting the best candidates for the board.

My question is: can the nomination of this individual be reviewed? How can this be done?

Thanks. K. McKeen

Dear Kerry:

Does this relate to the member’s ability to serve?

The Parliamentarian

 

Dear Parliamentarian:

Yes, the innappropriate conduct does relate to the individual's suitability as a board member, because it is in regard to his conduct as a chairperson of a committee. There are numerous incidents of this individual's improper conduct in facilitating meetings. Yes, the conduct was challenged at the time. The incidents have been reported to the board and the CEO by a number of people. The board, president, and CEO were well aware of this individual's confrontational conduct. In fact the Executive had to remove him from his involvement in one issue, and they have assured me that he will not be appointed to any committees because of his difficulty in facilitating meetings, managing conflict and dealing with people. However, neither the board nor the CEO offered any of this information to the nominating committee. My feeling is that it is the nominating committee should have been apprised of the problems since this persons 2 year term was up and he was seeking re-election to the board. Now since the information was withheld from the committee charged with assessing the suitablility of candidates for positions on the board, this persons nomination should be reconsidered. If the nominating committee had been given the details and still chose to nominate him - fair enough. But not under these circumstances. No, there does not seem to any provision for accepting nominations from the floor. The by-laws state that the nominations committee is appointed 60 days prior to AGM. Nominating committee puts out a notice inviting nominations. NomCom posts names of candidates nominated by them at least 40days prior to AGM. NomCom then advises membership on process to place other names in nomination, and invites such nominations. Any person qualified to be a director may be nominated as long is the request is made in writing 28 days rior to AGM. At least 14 days prior to AGM the list of individuals nominated is posted and distributed to membership with notice of AGM. At each AGM members entitled to vote shall elect the board. I do not think there were any other candidates for the 15 board positions, so it is really a case of acclamation.

Let me know how we can invoke a review of this candidate's nomination.

Thanks.

Kerry McKeen

 

Dear Kerry,

Has the list of nominees been posted and sent to the members? When is the election?

The Parliamentarian

 

Dear Parliamentarian:

Yes list of nominees has been posted. Elections are April 27, however, I beleive that in effect the slate of nominees have already been acclaimed.

K. McKeen

 Dear Kerry,

There is nothing that the nominating committee can do now since the names are posted. However, how do the bylaws read concerning taking the vote? Someone has to move to take the vote by acclamation. Why don't you make a motion to take the vote by ballot and wage a write in campaign? That way the person would not be elected.

The Parliamentarian

 

Dear Parliamentarian:

Hi, thanks again for your help. Can you explain a write in campaign. I'm not sure I understand what you mean and how I could do this?

K. McKeen

Dear Kerry,

A write-in campaign can only be accomplished when there is a written ballot. Robert's Rules states that a person does not have to be nominated to be elected. So when an organization takes the vote by ballot, a person that has not been nominated can be written on the ballot. If that person gets enough votes then, they are elected whether they have been nominated. However, they do have to meet any eligibility requirements. So when the president goes to take a vote (and he has to do this even if members are running unopposed) make a motion that the vote be taken by ballot.

If members are mailing in their ballots, or voting at a polling place, let them know before hand that another person's name could be written in. Also if no one voted for this person, he would not be elected. Then the board would have to fill the vacancy or have another election. I don't know how your bylaws read on this.

The Parliamentarian

 

Dear Parliamentarian:

This is likely the last question I will have....I have found the answers to the other questions in Webster's New World Robert's Rules of Order. Regarding the ballots cast. Once the count is revealed, what happens to the ballots that have been cast and who takes charge of them we have heard hat there may be some ballot-box stuffing going on and want to counteract that move.We want numbered ballots...they do not....Each side will have a representative at one of the two table to check the validity of the voter we want to issue a numbered ballot...and match the total votes cast to the numbers assigned......Fair? I think so! What we are countering is that the person representing our side will have a colored circle sticker He or she will affix the sticker to the ballot issued and then sign their name over the sticker so that it begins and ends on the ballot itself. A measure to assure fairness?? I think so. I want the ballots held by someone independent someone trust worthy and impartial......so the ballots can be examined again for validity.

Help,,please...cannot find any reference to that in this book..

Larry

Dear Larry,

It sounds like someone has done some great thinking on this process. The answer that you are requesting is the last paragraph on page 198, of WEBSTER'S NEW WORLD, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. It states: "The complete teller's report is then entered into the minutes. If a recount is not a possibility, the ballots can be ordered destroyed or filed with the secretary for a certain number of days and then destroyed." It is the secretary's responsibility to keep the ballots. If you don't trust this person, then make a motion to where you think they should be held.

The Parliamentarian

PS Let me know how things turn out.

 

Dear Parliamentarian

Thank you for listening this afternoon. I and several other board members are rather frustrated. Here is the situation: This corporation is the Anchorage Hockey Association. We promote youth hockey in Anchorage, and for the most part we are one if not the largest youth hockey orgs. in the state. There is 2 divisions-a house or recreational hockey program and a "comp" program, which division travels and skates more often and is more competitive than the house side. The whole corporation has been guided by 2 boards-the Advisory Board and the Board of Directors. The purpose of the Advisory Board was/is to give long term guidance to the Association, and the BOard of Dir runs the Corporation. Over the past 18-24 months, the Advisory Board either talked about the same things the Board of Dir did, or, there were not enough Board members to hold an Advisory board meeting. All the officers of the corporation (president, 1st and 2nd vice presidents, secy, & treasurer) are members of both boards. The president is also the presiding officer of the Advisory Board. The current president took over for the last president who resigned in Oct 98. The current president was then elected to office for the year May 1, 1999 - April 30, 2000. These are also the dates of our corporate fiscal year. I am guessing that most everyone thinks in their minds that 4/30 is the end of the season?? Our bylaws are unclear on the end of season date. The bylaws clearly state though that the Annual meeting shall be held prior to the end of the season, and at which meeting there shall be an election of officers and Advisory Board members for the coming year. The bylaws also state that the nominating committee shall be appointed and elected no later than 60 days prior to the date set for the annual meeting. The nominating committee is to canvas the membership for names of people interested in the positions to be elected. final committee recommendations are to be presented at a Board of Directors meeting held no later than 30 days prior to the date set for the annual meeting. The annual meeting date has not been set. As I mentioned in our phone call, the president wants the bylaws to be amended so that the Advisory Board is amended out of existence. I really don't think that is a problem, but, the way the "amendments" were pushed through by the president is rather ornerous. The bylaw committee never submitted a final report to either Board, and neither Board saw the final proposed amendments. They-and the membership-will see the final stuff when they receive notice of a special meeting. I mailed those out on 4/15, which meets the 10 day notice requirement of special meetings set by the State of AK laws/regulations for non profits. Additionally, the president sent someone over to talk to me on Sat 4/8 while I and others were working at the National tournament. (Not a real great time to discuss bylaw amendments in my mind) This someone tried to tell me Robert's Rules don't affect us-and then he tried to tell me the Rules don't cover committees. The other problem that gives me heartburn is that our State Hockey Assn and our district reps were at this National tournament. They were very interested in why the president did not bother to come to this tournament at all--the president did not even attend the opening ceremonies!! What an embarrassment! The State Hockey assn and the district reps are also very concerned about the "election" and about the bylaw amendments--changing the structure of the corporation--as the president plans on doing--may endanger our affiliate agreement with the State Hockey assn. Am I obligated to tell the president he should do a better job and contact the state hockey assn about the proposed bylaw changes? To date, I have not told him. I am very frustrated with him--it seems that he is too whatever to be concerned with how a committee works, what our bylaws actually say, and what roberts rules are actually about. I do not think it is my place to educate him. He is after all an adult and the "President"!! So, the special bylaw meeting is set for 4/25/00 at 6:30 PM, and the president said in his letter to the membership that they will be given notice of the annual meeting after this bylaw meeting.

I would really like to see the bylaw amendments sent back to the committee and I really really want the president to resign and/or not be re-elected. What is very telling is that the president keeps threatening to send in his letter of resignation. Not one person that

I've spoken to has discouraged him. I have made it known to two of the members of the nominating committee that I would run for President, so hopefully I will get on the ballot.

I appreciate your help with this messy matter--Please let me know if I owe you any money for your consult fees. and please help me figure out a course of action. Thanks again,

Paula Birmingham 907-248-7410

Dear Paula,

It is my opinion and strong recommendation that you inform the president and educate him if necessary about the proper procedures in this case. I firmly believe that if all the members of the organization know the rules and obey the rules then there is more co-operation between the members in the organization. It's just like a hockey team. The most successful teams know the rules and work together.

Now that I've said that let's look at what can be done. If you believe that this bylaw proposal could affect your affliation with the state association, then you must contact them and find out if this is adopted what affect it would have on your affiliation. The other thing I am wondering about is are you incorporated with the state of Alaska? If so what do your corporation papers say is the structure of your organization? If the corporation papers say there must be an Advisory Board then the bylaws can't be change. The corporate papers would need to be amended first.

If your state Hockey Association states that you need an Advisory Board then to remain in the association you can't strike it out of the bylaws.

I think you need to do more research before you can advise the members about this bylaws proposal.

 The Parliamentarian

 

Dear Parliamentarian

I was wondering if you could answer a simple questions regarding voting procedures?

As happened, I am an agent for an Association. At a meeting with all five board members present, there was a vote on an issue. The vote ended as 2 yes and 3 abstained. Does the vote pass with more yes votes then no or does it die? Please respond to our e-mail address at foxmngmt@aol.com. Thank you for whatever help you can supply.

Mara Feldman-Fox
847-831-8822
P. O. Box 577
Highland Park, Illinois 60035-0577

 

Dear Mara,

I have one question. What do your bylaws state about the number of votes to adopt on your board. Does it say "majority vote" or a majority of the entire board, or a majority of those present. Please answer and then I can reply to your orginial question.

The Parliamentarian

 

Dear Parliamentarian

Many are trying to force a bylaw change vote that affects an election and the officers terms. officers elected only 4 months ago when we founded the organisation.

I insisted on 30 public notice advertised in the public notic section of our local paper. The anouncement of some ammendment vote was put in a weekend shoppers guide 2 weeks before the meeting 1 time my interpretation is I cannot allow the vote . Please advise. Thank you

*** sincerly needin encouragement P.T.S.A. PRES. T ommy C

 

Dear Thomas,

What do your bylaws say about giving notice for bylaw amendments? Write it on email and send it to me. Send me the original bylaw and the proposed amendment.

The Parliamentarian

 

Dear Parliamentarian:

A question arose at the Executive Board Meeting of my organization. A main motion was on the table. A motion to table the main motion was made and seconded. The motion to table was defeated, at which time the debate continued on the main motion. After about 20 minutes of further debate, a new motion to table was made. This time the motion passed. It should be noted, although it is not directly relevant to the question that is being raised, that the motion to table was made to "kill" the main motion. The question that was raised was that the person who made the motion to table the second time voted in the minority when the first motion to table was defeated. The person who brought the main motion to the floor now alleges that the second motion to table must be treated as a motion to reconsider, and the maker of the second motion needed to have voted in the majority on the first motion to table. I believe that this is not correct, and that the second motion to table the main motion was a new motion and could be brought up by any Executive Board member irrespective of how he/she voted on the first motion to table. Further, it is my understanding that a motion to lay on the table cannot be reconsidered. Your advice is greatly appreciated.

Sincerely, Richard Abelson

 

Dear Richard,

First of all the motion to "lay on the table" should only be used to put business aside temporarily while more urgent business is discussed. It is not to be used as the motion to kill a motion. The motion to kill for the duration of the meeting is the motion to Postpone Indefinitely" which is a debatable motion.

You are right in that the motion to lay on the table can be renewed after progress in the meeting. How a person voted the first time has nothing to do with how he voted the seconded time. The motion to lay on the table can't be reconsider.

However, I want to point out that the motion that was tabled is not dead. All a person has to do is make the motion to take it from the table at the next meeting. Even if the motion is not taken from the table at the next meeting and is considered "dead", it can be brought up at a later meeting as a new main motion.

The Parliamentarian

 

Dear Parliamentarian

Thank you for responding so quickly .the roberts rules of order newly revised governs the EVERETT AREA HIGH SCHOOL PARENT,TEACHER,STUDENT,ASSOCIATION.
so does the state PTA

*The only other reference is" local by laws" article 16 section 1. {these bylaws may be amended at any general membership meeting of the association by two thirds of the members present and voting,provide the notice of the proposed amendment shall have been given at least thirty days prior to the meeting at which the amendment is voted upon and that amendment is subject to the approval of the state PTA} .all local bylaws must not conflict with state bylaws.

 

** officers section 5 now reads ..officers shall assume their offical duties following th close of the meeting in may and shall serve a term of 2 years or until their successors are elected.

the amendment reads the same "only the 2 years is 1 year.

***article 6: officers:

a person who has seved in office for more than half of a full term shall be deemed to have served a full term in such office.

the founding officers will have served for less than a full year in May.

the 1 notice in the free weekend shoppers guide was April 15, meeting to vote is april 26 meeting it was pruposed was feb 27 the last Monday of the month the April 26 is a new meeting date school is closed Monday.

Thomas

 

Dear Thomas,

You have a big problem in the way your bylaws are written. It doesn't say how the notice is given. By proposing it at the February meeting that is giving notice. It doesn't say "public" notice; it doesn't say written notice to be mailed to the members; it doesn't define notice at all. Robert's Rules defines "previous notice" which this is, as, "The Term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced--indicating its exact content a described below-- must be included in the call of the meeting (p.4) at which the motion will be brought up, or , as a permissible alternative, if no more than a quarterly time interval (see p.90) will have elapsed since the preceding meeting, the announcement must be made at the preceeding meeting. The call of a meeting is generally mailed to all members a reasonable time in advance, which may be prescribed in the bylaws."

(Robert's Rules of Order Newly Revised 9thed. p. 118)Since school is ending you could add a proviso which states that it go into effect next fall sometime so that you can have an election.

Do the bylaws say that an officer can only serve one term of two years? If so, then if the bylaw is adopted, be ready to give notice at the first fall meeting that you will amend the bylaws so that officers can serve two consecutive terms. And be sure that you schedule the election at the second fall meeting. The reason for this is to get a nominating committee appointed to select the best candidates. There are many ways around this.

Do you have our book WEBSTER'S NEW WORLD ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED? If so look at the chapter on "Meeting Strageties". It will help you and others plot your course of action.

The Parliamentarian

 

Dear Parliamentarian:

 Relative to the March 1997 Parliamentary Internet Newletter about presentation of bylaws revision to the assembly: Can the proviso for effective date of the bylaws be retroactive? Our situation is this: we have been directed by the state of Pa. to comply with the Commonwealth code regarding length of terms for board members as well as number of board members allowed. To this end - and for long overdue revision - we expect to have the committee's work ready very soon. However, allowing for the notice time before which amendments can be passed, we run smack into our May meeting at which elections are to take place. How can we conduct a proper election to meet the state requirements if the new bylaws are not in place?

In addition, there is disagreement within the revisions committee over setting the election of officers and new members at the same (May) meeting and retaining the term for officers at 2 years ( somewhat of a conflict with the state's 3-yr term of membership). Is it possible to deal with this elections section at a separate meeting providing the required notice was given? Thanks for your time and expertise.

Merabeth N. Moore
Member, Bylaws Rev. Committee,
North Pocono Public Library,
Moscow PA 18444

 

Dear Merabeth,

I will answer your question based on the information about state law. If you will go to the very first issue of the Parliamentary Internet Newsletter, it explains the ranking of governing documents. State law takes precedence over your current bylaws. You do not have to wait to amend your bylaws to have your election in agreement with the state law. State law right now governs you and makes null and void your bylaws concerning this subject because it is not in conformity with the state law. So you need to have the elections and the people are elected for whatever term the state law requires. And you need to elect the number of members that the state law requires, not the bylaws. Then you need to bring your bylaws into conformity with this. Don't worry about a proviso. Just change the bylaws and make certain that the minutes of this election meeting refer to the state laws concerning the election, the number of members and the length of term. This way when someone reads back over the minutes they will know why you did what you did.

Right now you have to have your elections to agree with previous notice.

As far as setting the times in the bylaws, many organizations have election meetings for officers at a separate meeting. It depends upon how much time the election of officers or members takes. If it doesn't take a long time then, have it at one meeting. Remember people do not like to keep coming to so many meetings. The term of your officers in the bylaws must absolutely conform to state law. The members have no choice in the matter. They only way they have a choice is if the state law allows the governing documents of the organization to say something differently.

I hope I have answer your questions, if not let me know.

The Parliamentarian

 

Dear Parliamentarian

A situation arose at a meeting I attended last night. I need an answer. Hopefully you help.

The bylaws of a non-profit community theater organization had very unclear rules as to who had voting rights within the organization.

The executive board then decided to "interpret" the bylaw as to who had voting rights.

Apparently the voting rights stated in the bylaws gave voting rights to "adult members" of the organization only. However there three classes of members, full subscriber members, student/senior citizen subscriber members and cast/crew members.

In addition, some of the letters the organization sent out on their stationary asked cast and crew to join. And with this membership they would be entitled to voting rights as well.

The executive board then decided, about a month ago, they only wanted full and student/senior citizen subscriber members to have the right to vote. Therefore they voted to "interpret" the bylaw at a meeting to reflect their wishes without informing or asking the body to vote on it.

My question is, did they have a right to do this legally according to Robert's Rules and if not, how can the vote taken last night be overturned. What would be the steps in doing this.

Thanking you in advance,

Marv

 

Dear Marv,

Before I can answer your question, please write me what it says in your bylaws about the three classes of membership. Do all classes pay dues? At the meeting where the board interpreted the bylaws was it a board meeting or a membership meeting?

 The Parliamentarian

 

Dear Parliamentarian

I will get the exact language by tomorrow. But as for the questions:

1-All classes pay dues

$60.00 full subscribers

$55.00 student/senior citizens

$15.00 cast/crew members

2-The decision was made at a board meeting, not a membership meeting. The decision was made solely by the board, without a vote by the "members."

Thanks,

Marv

 

Dear Parliamentarian

Thank you VERY VERY much for the clarification regarding setting of elections times and the old bylaws not being in conformity with the state code. As to the 3 yr. term of service and the (old) two year term for officers - I guess that could work in the view of some members except for the chance that someone running for office in the last year of the 3 yr. term could create a problem! (Such a situation did arise last year when 2 officers in the 2nd year of their terms arbitrarily continued on as officers even though their