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Dear Parliamentarian Vol. 56 October 2000

Dear Parliamentarian Vol. 56  October 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,

I read with interest and horror the experience you had with your first Homeowners Association. Sounds like a real nightmare. I did want to point out, however, that there are multitude of well run, democratic HOAs and I would hope that your Association is the exception rather than the rule.

We live in a new, small (190 homes) restricted community in Florida where very specific and stringent laws exist to protect members of Condo and Homeowner Associations. I have served on the Transition Committee that carried control of the community from the Developer to the Homeowners. I now serve as Secretary of the Homeowner controlled Board of Directors (and as a result of many wonderful years with the Jaycees I serve as the "self-appointed Parliamentarian"). I have used your site on several occasions to help my colleagues better understand some of the more simple "rules" associated with good meetings.

We have worked hard to establish a strong committee structure that includes Finance, Safety and Security, Architectural Review and Compliance, Landscaping, Communications and Environmental (We live in the midst of a natural preserve). We have also retained the services of a Management Company to help us "do the right thing" and act as a buffer in handling some of the "uncomfortable" issues that often arise in a restricted community. The Management Company also allows us to be homeowners first and Board Members second. Clearly, rather than sending collection letters and beat up the Landscaper, we would rather swim in our pools, entertain our neighbors and enjoy the good life earned in retirement.

Our Association is learning how to become a well managed team with a Board that acts in the best interest of the community and members who are active on committees. We encourage communication through our newsletter and web site.

Our attorney, who represents over 400 Associations in the area, often cites us as one of the best educated, best organized and best staffed Boards she serves. Needless to say we are proud and appreciative. Clearly, we are among the hardest working team because we know if we get it right in the beginning, the rest will follow.

The bottom line...there are many good folks who serve on Associations. They are friends and neighbors first and Board Members second. They serve the needs of the community with dedication, hard work and a positive attitude.

I sincerely hope you and your husband can help your Association become an organization you can all be proud of.

Best regards,
Gary L. Smith, Secretary
The Arbors Village Association, Inc.
Hobe Sound, Florida

 Dear Gary,

Thank you for writing. I never received your e-mail message. Would you mind if we posted this letter under Homeowners Associations on the third Newsletter? I am always heartened to hear about the "good" associations. Believe me they are few and far between. If you give me permission to post this letter, perhaps more people we will write in and tell the good about their associations. It hopefully would inspire others to get their associations going on in this direction.

Yes, my husband and I are working diligently on getting our association going in the right direction. We don't have all the property in our association that you do. But we are keeping our members informed about every board meeting and what happens at each board meeting. We encourage people to come and give a time in our board meetings for each to speak. We are also going to have two general meetings this year. We are having a clean up day tomorrow. We are trying to build community.  Thanks for writing.

The Parliamentarian

 

Dear Parliamentarian:

Can proxies be counted toward a Quorium count according to this bylaw.

Article 9 Meetings

(c) Quorum. 15% of those members entitled to vote in person shall constitute

a Quorum at any club meeting.

(e) Proxies. Every member of the club entitled to vote at any meeting thereof may vote in proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after the holding of the meeting at which the proxy is to be voted.

This has been a continueing argument in or club. Our voting membership is 250. I would like to set a precident, could you suggest a motion in proper form.

Sincerely,
Henry J. Camardella

Dear Henry,

Your bylaws specifically state that a quorum is 15% of those members entitled to vote in person. Even though your bylaws allow proxy votes it does not state that proxies count towards the quorum. If you want to have proxies count towards the quorum then you need to amend the bylaws under quorum and state those entitled to vote in person or proxy constitute a quorum.

The Parliamentarian

 

Dear Parliamentarian:

Here's my question:

Our secretary for the PomPom Girls has given her resignation effective on midnight Friday(this is Tues). But if things go her way at the meeting on Friday evening, she wants to renig her resignation. Should she be allowed to do this or once she handed in her resignation it was final. Thanks so much.

Michele

Dear Michele,

If you weren’t having problems in your organization with the secretary, you would not be asking this question. So my question to you is what is really going on? Do the rest of the members want her out of office? If they don’t want her out of office, then there is no law that states she can’t withdraw her resignation. However, if you are unhappy with her performance, then have someone move to accept the resignation and vote on it. If adopted, she has resigned from office and appoint someone new.

The Parliamentarian

 

Dear Parliamentarian:

Let me ask if I may whether or not a management contractor calling homeowners prior to an election with a point of view favoring a group of candidates might constitute interference and if such interference could set aside an election because of some basis in law.

Frank

Dear Frank,

I don’t know of any law that would over turn an election because a management contractor called homeowners prior to the election asking them to support a group of candidates. Even ROBERT’S RULES doesn’t have anything about this.

First of all, most organizations, including homeowner’s associations, use nominating committees to select nominees to present to the members. ROBERT’S RULES recommends that the committee choose only one nominee for each office. The purpose of the committee is to find the best candidates for each office. It is not to find two candidates to run for each office like public elections. In organizations, to have people running against each other only causes hard feelings and alienates people.

So in this case, even though you may not like what the manager has done, there is no valid reason to invalidate the election. Next time, ask for time for each candidate to speak to the assembly telling the members why they should vote for them. That way any of those nominated from the floor would have an opportunity to persuade the assembly.

The Parliamentarian

PS. If you have two groups running against each other for office, I would say you have some big problems in your association.

 

Dear Parliamentarian,

Can an elected president of an assembly be removed from office, if elections can only be held once a year. And can a motion be accepted from the floor for this purpose without prior notice.

Thanks,

Ann

Dear Ann,

A president of an assembly can be removed by the motion to rescind the election only if the bylaws state that the president "shall server for ___years or until his successor is elected." If the word "or" is not in the previous phrase then you will have to have a trial to remove this person. However, if the person only serves one year, wouldn’t it be easier to let them finish the term?

Your bylaws also may have a removal clause or if you are incorporated, the state laws may provide the rules for removal. I can’t give you any more information unless you know what your bylaws state. Or if incorporated what the state laws state about this.

The Parliamentarian

 

Dear Parliamentarian:

How does one take a vote of no-confidence against their own union president and what effect does this have?

N Morkeski,

Dear N Morkeski,

I'm not familiar with a "no confidence" vote. Robert's doesn't use it. But I'm sure the next step is removal from office. Perhaps the better way is to censure the person which then the next step is removal from office. Censure is an easier process probably than a "no confidence" vote. If you will tell me what it is that the president has done then perhaps I can tell you the best way to resolve this problem.

The Parliamentarian

 

Dear Parliamentarian:

One or possibly two of our 11 member Board of Governors wishes to change his vote for the following reasons: Board member "A" has had a change of heart. Board member "S" says he has no recollection of voting on the matter. (The minutes do not reflect if "S" was in or out of the room during the discussion or subsequent vote and he says he doesn't recall any portion of the discussion and he said that if he would have heard it, he would have voted against.) The minutes state that "all members present voted in favor, except for Mr. "R" (via telephone conference call) who voiced his opposition as he felt there was no way in Hell the outside contractor would be able to meet the schedule". Now, we have Mr. "A" and Mr. "S" wanting to change their votes. Is this legal under Robert's Rules? Can either change be made via correction or amendment to the minutes? Or should the matter be re-visited and re-voted upon?

I would really appreciate your comments on the above. Thank you in advance for your assistance!

Marilyn

Dear Marilyn,

They want to do is reconsider the vote. This is not possible since they must do it at the meeting that the vote was taken. Someone on the prevailing side has to make the motion to reconsider.

However, some one could move to rescind the action. If no previous notice is given then it must be adopted by a two thirds vote. If previous notice is given it takes a majority vote. But you have mentioned a contractor in your message. Has a contract been signed for someone to do the work? This will have some bearing on if the motion can be rescinded. If would need more details, before I could tell you if they have the right to rescind the action or change it in some way.

The Parliamentarian

 

Dear Parliamentarian,

We recently went through a review of our bylaws and some changes were proposed and voted on. Any proposals to alter amend and so on have to go to a committee. the committee has 30 day to respond to the author and the Board of Directors (BOD) in writing. All proposals shall be submitted to the BOD. All proposals are to be published in our newsletter along with current bylaw.

Several proposals were presented to the BOD and voted on. First individually wither to strike from the proposal and then as a whole. All proposals had meet requirements of being presented to the committee and published.

One proposal was voted on wether to strike or not and the vote ended in a tie. So the proposal should have passed. The chairman finagled the proposal back into the committee. The committee has not meet in two months. The committee chairman (different person) is attempting to hold the proposal hostage in the committee. At the last BOD meeting the board called for the proposal from the committee, so the proposal could be voted on. The chairman resisted at first but the BOD got to vote on it and it passed. Now the chairman wants the Executive board to veto the BODs action, claiming that the proposal needed to be published again.

Does the proposal need to be publish every time it comes from the committee ? Especially since it has been voted on at least once and debated several times. The chairman and a few of the executive board do not want this proposal to pass.

I hope I explained this clearly for you, Thank you for any info you can provide.

Jim Korte

Dear Jim,

First of all, when the bylaw received a tie vote, it was lost not adopted. A tie vote means half are for and half are against. To adopt something you need more than half to adopt something, so therefore it is lost.

Since it is back in committee, it should be presented as a new bylaw amendment. Did the members suggest any changes so that it could be adopted? If there is still this great division in your membership concerning this issue, it may be best to wait a while to see if people’s views can be changed and propose it latter.

I’m also curious. Do your bylaws need a two thirds vote to adopt or a majority? If it takes a two thirds vote to adopt, then if it only received a majority vote it would still fail.

The Parliamentarian

 

Dear Parliamentarian:

Our runner/walking club is just forming and we need guidance. First, i.e. do we write bylaws, form committees, vote in officers right away?  Your web site has given me great information on what to do after but not on how to start. Any help is appreciated.

Mary Ann

Dear Mary Ann

You've given me the next subject to write for our Internet Newsletter. If you would like written information about this immediately, then get our book WEBSTER'S NEW WORLD: ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. See page 223. Hopefully you can get it at your local bookstore. We currently do not have any in stock and are waiting for more books.

Basically this is what you need to do"

1. Have an organizational meeting where you elect a temporary president and secretary. You explain what you want to do with the group. Then someone makes a motion to establish an organization. Then the group elects a bylaws committee to draw up bylaws.

2. A time is set for the next meeting in which the bylaws committee presents its draft of the bylaws. Members can propose and adopt amendments--in other words make changes. Then it is usually adopted by a majority vote. (Any further changes are made by a two thirds vote.)

3. After the bylaws have been adopted, the members take a recess to enroll members and pay dues.

4. After members are enrolled the meeting comes back to order, and the new officers are elected.

5. Then you follow your bylaws about appointing committees etc.

The Parliamentarian

PS. Check the Web Site in a week or so and I will have a new article under the "news letter section " about this subject. Also a book that has this in detail is the official Robert's Rules book, ROBERT'S RULES OF ORDER NEWLY REVISED, 9TH ED. We sell this book here and do have copies of it in stock. The cost is $16.00 for paperback plus $6.00 S & H. You might be able to get that book at the bookstore too.

 

Dear Parliamentarian,

A group of people are forming a running club and we need to know what the first order of business would be. How does one form a club, when do you write the bylaws and when are elections held? We've had two organizational meetings with a lot of different ideas thrown about but we have no direction. I tried to get a nominating committee together to elect officers but it's not going how I thought it should. We have a self appointed President (said he would like to be President) which a few of us feel we need to nominate another to this position to prevent any discord later on. I got the feeling others were uncomfortable nominating anyone else since this person said he wanted the Presidency. What is the protocol when starting out fresh? Any help is greatly appreciated.

Sincerely,

Maryann P. Drobysh, Acting Secretary
Sullivan Striders Club

Dear Maryann,

I just sent you an answer about your problem. But I do want to address the issue of the person who wants to be president. Until you get organized anyone elected is a temporary officer until the bylaws are written and adopted, and members are enrolled. At that time someone could just take nominations from the floor or if your bylaws state that you have a nominating committee then do it that way. The temporary officers stay in the offices until someone is elected as a permanent officer. May I suggest that your members invest in knowledge about the parliamentary aspect of this organization so that it doesn’t turn into factions fighting with each other over proper procedures. If this happens then the group will lose sight of why they wanted to form. Did you print off everything about bylaws from the WEB Site <parli.com>? Give everyone a copy, let them know how to proceed. We also produce videos on this subject. We have just produced a new video on Nominations and Elections which takes you through the six ways to nominate and two most prominent ways to elect -- voice and by ballot. We also have videos about conducting meetings.

Again I will write a new article for the Newsletter portion on our page addressing the issue of forming a new organization.  Thanks for writing.

The Parliamentarian

 

Dear Parliamentarian:

I belong to a Church who's bylaws state the following regarding composition of the Board of Trustees:

"Composition: The Board of Trustees shall consist of nine members. The Treasurer shall be an ex-officio voting member. The Ministers and The Business Manager shall be ex-officio nonvoting members."

We presently have nine members (including the chair), plus a Treasurer, two ministers and an office manager.

My first question is: Are we non-compliant with our bylaws-i.e. do we have too many Board of Trustee members? Or does the statement referring to nine-members only mean that all other ex-officio members are not, strictly speaking, Trustees?

Also, the bylaws state that "Except when discussing personnel matters, the meetings of the Board of Trustees shall be open to members of the congregation"

To the extent that the Ministers and the Business Manager are non-voting ex-officio members, aren't their rights equivalent to a congregational member and should they not be excused from meetings involving personnel matters?

Membership rights aside, as a matter of policy and sound management, shouldn't staff personnel (includes Ministers and Business Manager) be excluded from Board meetings involving personnel issues?

Thanks

Luis

Dear Luis,

In reading the bylaw that you sent me. I, too, read it that there are nine elected members of the board and three ex-officio. If the ex-officio were to be included in the nine members the bylaws would need to read: "There are nine members of the board. Six are elected by the membership and the Treasurer, a Minister and Business manager will serve ex-officio."

Now an ex-officio member serves by "virtue of his or her office" and has the same rights and obligations as regularly elected board members. However, in this case your bylaws do not give voting privileges to the Ministers or Business Manager. However, they have the right to debate and to go into executive session to discuss personnel matters because they are members of the board. They are not the equivalent of members of the congregation. Again I stress they are members of the board. In Robert’s Rules of Order Newly Revised, 9th edition, page 473, it states, "if the ex-officio member of the board is under the authority of the society, (that is, if he is a member, officer or employee of the society), there is no distinction between him and the other board members..."

When a board makes the motion to go into "executive session", a closed meeting, to discuss personnel matters, the motion can also include who is to be included in the executive session if the board members want a non-member of the board to attend.

Now if the personnel matter has to do with the minister or business manager then the motion can also be made to exclude them if the board wants to discuss something about that particular person. Is that what you need to know?

Also remember that all discussion in an executive session is absolutely confidential. Members can be disciplined if they discuss what has been said in executive session.

I don’t think the non voting ex-officio members should be excluded from personnel matters unless it is specifically about them. And then, if there is a problem with their performance someone should tell them before it gets to a crisis situation. If you are discussing salary increases concerning the ministers or business manager then it is wise to preclude them from that discussion.

The Parliamentarian

 

Dear Parliamentarian,

What I am really looking for is the answer to an upcoming problem and I need the answer by tomorrow afternoon. Here is my question: If a presentation is made in a board meeting is there some procedure I could follow to stop the presentation from being made into a motion and have it tabled to a later date...and at what point would my motion to table need to be made. I know I could not make it after the motion is made...so how do I gracefully do it before...! An answer to this would be most appreciated...Thank you so much.

Sincerely, Judy McNeill

Dear Judy,

I take it that you want to give members time to think about the presentation and come back and discuss it Is that correct? The best way to handle this is to let the person making the presentation make the motion. Depending on your rules in the board, it may or may not need a second. After the chair places the motion to the board members for discussion, and after the person making the motion speaks first to the motion, you can make a motion to "postpone it to the next meeting". (The motion to Lay on the Table is out of order unless it is to put business aside temporarily to take up a more urgent matter.) You can then give your reasons why you want to put it off to the next meeting. Others can also discuss why they want to make the decision at this board meeting. The chair should then take the vote. If a majority of the board members vote "yes" then it is postponed to the next board meeting. If they vote "no" then you must take the vote on the motion at this board meeting unless you can get them to refer it to a committee.

Now for your education. A main motion is made before the motions to amend, refer to a committee, or postpone to the next meeting, or lay on the table is usually made. You might find our videos on this subject matter helpful. To understand motions and their relationship to each other our video, "All About Motions' explains it. However, if you don't have a basic knowledge of meeting procedures, this video will not be of help. In that case I recommend that you get our first video, "Parliamentary Procedure Made Simple: The Basics". Our book Webster's New World: Robert's Rules of Order Simplified and Applied, would help you too. If you have further questions, please write.

The Parliamentarian

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