Dear Parliamentarian Vol. 59 Jan. 2001
Dear Parliamentarian Vol. 59 Jan. 2001
Answers to your Parliamentary Questions
"Dear Parlimentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.
I was a member of the National Association of Parliamentarians in college.
However, my intense experience with Roberts Rules of Order Newly Revised in over 20 years in the past. Our local city council recently went through the appointment process to fill a vacancy. On a motion to appoint a new member, the vote was two to appoint the individual, 1 opposed to the appointment and 1 abstention. On request from a member of the city council for clarification, the city attorney stated that the motion failed because a majority of the members did not vote for the motion.
However, it is my contention that the motion carried on a majority vote of 2 to 1 because the government code governing this action does not require the majority of the members to vote in favor and therefore, the guidelines found in Roberts Rules of Order Newly Revised would apply. While the city attorney has conceded this point to me, I would appreciate it if you would verify whether my understanding is correct?
Additionally, the city attorney continues to argue on some other parliamentary points that I would love for you to clarify.
The city attorney said that he would have the minutes changed to reflect the abstaining council members intent to either vote "present" or vote no. I disagree with this on the following grounds. One, a vote of "present" is essentially the same as abstaining and would not change how the majority vote is calculated. Two, a change of a person's vote would require a motion to reconsider and the abstaining council member did not vote with the prevailing parties so therefore he could not make the motion to reconsider. Am I correct on these two points?
Finally, the city attorney is saying Roberts Rules of Order does not apply because they cannot find any record of adopting them. Even if this were true which it is not, it is my contention that this does not matter.
In resolving this conflict, a court would look to first to the government code, second to the body's standing rules and then to an authoritative source. The government code is silent on the required vote for appointment; were the city attorney correct, there are no adopted standing rules; so we are back to where we started. There is no more authoritative source on parliamentary procedure than Roberts Rules of Order, Newly Revised. Do you agree on this order of precedence for standing rules? Thank you for your help and clarification.
You have discovered something many parliamentarians have known for years. Attorneys do not know parliamentary procedure. They are not taught it in school. You are correct in that if this went to court, those presenting evidence could bring in Robert's Rules of Order because general parliamentary law would have to solve this since you have no rules or state codes that give you any guidance on this. I have been told that there is a law in California that requires all organizations to adopt a parliamentary authority. I recommend that you look into this and adopt Robert's as your authority. The other thing that you might do is give the attorney a copy of the latest edition of the book -10th edition which has just come out. He also may be interested in our WEB Site and that he can learn this information quickly by watching our videos. We sell them to many attorneys who work with city and county governments.
Now about your question. You have certainly done your research well.
About the vote. In Robert's Rules a majority is understood to be a majority vote of those voting unless it is qualified in some way -- for example, a majority of those present, or a majority of the membership. On page 387 of the 10th edition it says this: The word majority means 'more than half'; and when the term majority vote is used without qualification-as in the case of the basic requirement-it means more than half of the votes cast by persons legally entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting at which a quorum is present." This same quote can be found on page 395 of the 9th edition of Roberts; and on page 62 of our book, Webster's New World Robert's Rules of Order: Simplified and Applied.
Now about recording the vote in the minutes. Was this a roll call vote or just people saying "Aye" or raising their hands. Or did the member who abstained actually say "abstain?" I need to know this before I answer that question.
Thank you so much for your response. I didn't have to do a lot of research on this except to see if something in the pertinent government code superseded Roberts Rules. I remembered most of it from college when I was on a parliamentary procedure competition team. Good thing too because my wife has reorganized and I couldn't find my copy of Roberts Rules of Order, New Revised.
The person actually said, "abstain" and said during the discussion of the motion that he would abstain. The city council always votes using a roll call.
A roll call vote is always recorded in the minutes giving the name of the person voting and how they voted. Since a person can say, "abstain" in a roll call vote, that is the way it should be recorded in the minutes. After the secretary records the names and the votes, the secretary should write so many affirmative votes, so many negative votes, and so many abstentions. Then the secretary writes whether the motion was carried or was lost.
Thanks Parliamentarian. That is what occurs.
You were also going to give me an answer a couple of other questions:
1. Whether the person could change their vote without a motion to reconsider but by merely changing the minutes. It is my opinion they cannot.
2. Whether a person who abstained could make a motion to reconsider. It is my opinion that they were not a prevailing party and cannot make the motion. Could they second a motion to reconsider?
3. Is voting "present" the same as abstaining. And if not, does it go into calculating a majority vote. It is my opinion that voting "present" is the same as abstaining and does not go into calculating a majority vote.
Once again, thanks for your opinions.
1. According to ROBERT'S RULES OF ORDER NEWLY REVISED, 10TH ED. page 395. "A member has a right to change his vote up to the time the result is announced; after that, he can make the change only by the unanimous consent of the assembly granted without debate." So right now if the person wants to change his vote, the members would have to vote to allow that. Unanimous consent means that the chair asks, "Is there any objection to member X changing his vote?" If no one objects he can change. If someone objects, the chair takes the vote, "All those in favor of allowing member x to change the vote, say "aye". All those opposed says "no". It takes a majority vote to change his vote. The motion to reconsider has nothing to do with it.
2. The motion to reconsider can only be made at the meeting the motion to be Reconsider was adopted. It can't be made at another meeting. Only those members who voted on the prevailing side can make the motion to reconsider. Anyone can second the motion.
3. Voting present is the same as abstaining. A member can either said "present" or "abstain". An abstention is a non-vote. It is not counted. However, it can affect the outcome if the vote is qualified in some way. But you told me in a previous e-mail it was just a majority vote. Since you are very involved in this city council, why don't you invest in a new book of ROBERT'S RULES OF NEWLY REVISED, 10th ed. Read it, and then take it to the meetings and read to the others from it. Then there won't be any arguments. This also may encourage the lawyer to get a copy too. Suggest that he and the other council members visit our WEB Site. Our video ALL ABOUT MOTIONS goes into "Reconsider" and other complicated motions.
I have been asked about using Goldberg's Rules of Order. I have never run into this and I am wondering is it real or are they pulling my leg? Can you help?
I have never heard of such an authority, but that doesn't mean that it doesn't exist.. There are some groups that have person who has written an authority and then that particular organization has adopted it. For example, the union for firefighters has adopted Attwood's Rules of order. For years I have gotten questions about it, but never saw the authority. Finally, one man said he would have it sent to me and he did.
So what I suggest is that the person asking you about it, ask them where they heard about it. Perhaps they have a copy. If they are pulling your leg, you will soon find out.
If there is such a book, please let me know.
I have been asked to chair a citizen's task force in my community relating to the storage of recreational vehicles on residential property. The citizen committee has been determined,7 members plus local government staff.
I would like the first meeting to go very well...I plan to work with staff in the development of an agenda...we do have a mission statement for the task of the committee...I am looking for ideas, tips, to have a successful first meeting, duration 2 hours.
At this time, the members of the committee are probably strangers to one another and we may need some stress relaxers....
Any ideas as to where to begin?
John F. Harder
Have you talked to the members by phone, e-mail or a letter? I find it helps to contact the people first so that they know who you are. At the meeting, I would stand by the door and introduce myself welcoming each member as they come into the room. Have refreshments and invite them to help themselves. Give them name tags. It is difficult for people to remember others names. This way each one will feel comfortable addressing each other. As people come in and go to refreshments they can start talking with each other. At the beginning of the meeting, go around the room and have everyone introduce themselves, state something about themselves, and say why they agreed to be on the committee. That gives the others an idea why everyone is there and something about the other members. Then give a statement of why the Task force was formed, what the it is to do, and what their role is in this entire process. Try to keep this to about 15 minutes. Then go over the agenda and stick to it. The agenda should have a specific goal in mind about what you want to accomplish at this meeting. You may need to have other meetings. Each meeting should have a designated purpose and what the group wants to accomplish at each meeting. If you follow this you will get things done.
Now how to stay on track see the WEB Site <parli.com> "The Perfect One Hour Meeting" and the free report which is called, "How to make your meetings go more smoothly." If you need help on agenda planning etc. we have a video and book combination on "How to Conduct a Meeting" that you might find helpful.
Request for information on proper parliamentary procedure. In a case where the president resigns his position, is the vice-president in charge at the following until a new president can be voted on? Also, what if the president decides it will be possible for him to fulfill he duties--how will be become reinstated-by vote or automatically?
Tell me more. Who did the president submit his resignation to? Was it accepted? How was it accepted? Did whomever he sent his resignation to notify the membership? Was a vacancy declared and another election scheduled?
The letter from the president was e-mailed to all members who have a computer and a written copy to all other members, but we have not had a meeting since. Do we have to vote to accept it for it to be valid? If she decides to continue as president, should she just comment on her resignation letter and continue on.
Unless the resignation has been accepted and a vacancy declared, the president can withdraw her resignation. However, the president should realize that now she/he must fulfill the term. It is not fair for a president or any officer to keep waffling back and forth about serving.
If the president decides to stay, perhaps another e-mail could go to the members just stating that things have changed and that the president has decided to continue to stay in office. The secretary should send this out and not the president.
Also the president should have submitted the resignation to the secretary. Then the secretary should have presented it to the vice president or executive committee or board. Then they should have decided what to do with it. If I knew how your organization was set up I could be more specific on how the resignation and acceptance should have been handled.
How does an organization determine if a majority of the active membership is present at a meeting if no roll has ever been kept? Does the presence of a majority of active membership constitute a valid election? Is it proper to have two meetings in one evening in order to have nominations in one meeting and the election in the "next" meeting when the time or date of the "next" meeting is not specified?
First, let me apologize for not getting back to you sooner. We have been out of town taking care of a family emergency.
Before the presiding officer calls the meeting to order, it is his or her responsibility to know that a quorum is present. A member can at any time rise to a point of information to ask if a quorum is present. The chair then has a responsibility to answer the member. At the next meeting, if you have a question about this, then rise and ask.
What do your bylaws say about the required number for a quorum?
An election is valid, first if there is a quorum present. Your bylaws should state what the number is. If it doesn't then it is a majority of the entire membership. The bylaws should also state the require vote to be elected to office. It could state a majority of those present, a majority of those voting, a majority of the entire membership. It could even say, elected by a plurality. If your bylaws are silent on this, then it is a majority of those voting.
If your bylaws say that nominations is given at one meeting and then the election at the next meeting, then you can have two meetings in an evening if notice was given. The notice would say we will have two meetings on Thursday, evening January 27th. The first meeting will be for nominations, the second meeting will be for elections.
That evening, the first meeting must be adjourned and then the second meeting called to order.
If your organization is not having people sign in, and there is no roll call taken, then you need to encourage the members to institute such a procedure. This is a protection that a quorum is present.
However, in two small organizations that I was a member, and I was also the secretary, I wrote down the names of the members present, and put it at the bottom of the minutes. This proved who was there, and that a quorum was present. But this was in organizations where the membership was under 20 and we would have perhaps 10 people at a meeting. I believe it is important to have a roll call or sign-in sheet.
I am one of three on the Nominating Committee of our community council. We were required to present our report at the January meeting then accept nominations from the floor. Our election will be held in February.
The Chair had asked a current board member on numerous occasions if she were interested in running. She declined. I spoke with the board member on the day of the January meeting prior to typing our report, and she still did not submit her name.
Five minutes prior to the January meeting, she submitted a written request to the Chair. The Chairperson wrote her name on the list.
When her name was read, I assumed she had spoken with the other two committee persons. We subsequently met and realized she had not done so. Her letter of interest was dated and signed the day before the meeting.
We decided that she had violated our bylaws by not properly submitting her name to the committee or having someone nominate her from the floor. We believe she intentionally circumvented the nominating process and voted to remove her name from the ballot.
Can we legally remove her name from the ballot?
No. Because the name wasn't challenged at the meeting, it is too late to vote to remove her from the ballot. Also there are many ways of being nominated and one includes by the chair.
By the chair putting her name on the list, the chair in essence nominated the person. Usually when an organization has a nominating committee, the committee gives the report. I don't' understand how the chair could write a name on the report unless the chair read the report of the nominations Committee.
If you had followed the proper procedure of handling the nominations then the chair could Not have written the name on the committee report. The member would have had to give the name to the chairman and you certainly would not have put the name on without consulting the rest of the committee members.
If you removed the name now, someone could still write the name on the ballot. It is important to remember that one does not have to be nominated to be elected when the vote is by ballot. May I suggest that you go to our WEB Site <parli.com> and read the Parliamentary Newsletter for December of last year? It is about nominations and elections. We also have a description on the opening page about our new video nominations and elections. I'm sure it would help your committee, president and members understand the nominating and election process.
By the way the correct way a nominating committee report should be handle is this way:
The presiding officer should ask for the committee's report. The committee chairman reads the report, which includes the nominations for each office. Then the chair hands the report to the presiding officer who again read its to the assembly and then asks for nominations from the floor. Our video shows this in detail. Hope this helps. If you are not happy with this woman's nomination, then don't vote for her. If you are upset about how she was nominated and not about her qualifications, then just let the whole thing go and educate yourself and your fellow members about the correct procedures.
In your internet newsletter, Vol. 3, Issue 2, March 1997, you indicated that bylaw amendments go into effect immediately unless there is a proviso in the "current" bylaws stating a specific timeframe. I do not have the latest edition of Roberts yet but need an answer to this question ASAP (of course)!Please and thank you.
The proviso is attached to the proposed amendment itself. For example, let's say the bylaw amendment changes the dues from $15.00 to $30.00. The members have paid the dues for the year and want it to go into affect in the next year. So the proviso would say that it becomes effective, as of January 2002.
Parliamentarian,Thank you for your prompt response. In the case we are going to propose though...IF you do NOT include a proviso to the amendment AND the current bylaws do NOT stipulate ANY date for amendments to take effect, does the amendment take effect immediately? Our specific amendment entails adding a new position to our Board of Directors and we want to hold elections after (if) this amendment passes. Is this proper?
The answer is yes to each question. As soon as a bylaw is adopted it becomes part of the bylaws. After the bylaw is adopted then the new board position is filled by whatever procedure is stated in the bylaws.
At a previous business meeting, the membership of our social club voted to allocate $30k for a facilities improvement project. According to our by-laws consideration of the question to allocate was to have been publicized to the membership 10 days prior to the meeting at which the question was considered. This was not done. At the following meeting a motion, an agenda item in a properly posted agenda, moved that the motion to allocate be rescinded. A amendment motion, immediately made, stipulated that additions to the motion to rescind would permit the expenditure of a lesser amount to be determined by a committee (composition specified) charged with the responsibility to study the facility improvement plan and to make its report prior to March 13th. (No mention made regarding any approval of this report or the disposition of the provisions called for in the amendment in the event the report was not made prior to March 13th or any failure to provide approval.) The president called for a vote on the amendment, which passed and then upon the motion to rescind. By the time our 300 members heard the motions, confusion reigned leaving our Club awestruck. Was the matter handled properly?
It is my opinion that the motion to rescind should have been voted on.
Assuming the motion to rescind passed, then the context of the amendment should have become another (second) main motion and considered for acceptance separately. It certainly would have been simpler for the 300 very senior citizens to understand.
To top it off, some member called "Question" and the president terminated discussion without a vote to do so. Your opinion will certainly be appreciated.
The correct procedure for the presiding officer to do and still do is to declare the action to allocate $30K for facilities improvement null and void. One of the basic principles of parliamentary procedure and Robert's Rules of Order is that no motion is valid which conflicts with the governing documents of the organization, or with state, federal or local law. Even if a motion of this kind of motion is adopted by a unanimous vote it is still null and void. Because no one gave 10 days previous notice for it or for the one that went to the committee it is null and void. Now for the motion that is in committee, for its findings to be considered at the March meeting, the secretary better put into the call of the meeting that these findings will be considered at the meeting.
It is not necessary to rescind something that is null and void. If you need page references for this opinion see ROBERT'S RULES OF ORDER NEWLY REVISED, 9th edition page 108 , # the 10th edition page 106, #1 and in WEBSTER'S NEW WORLD, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED, page 47 #1.
The Pastor of my church has resigned. The Standing Committee met to establish a pastoral Search Committee. The committee was established based on "traditional" procedures. The committee consists of member representatives form the Board of Trustees, the Standing Committee, the Church at Large and two alternates.
Before the Search Committee held it's first meeting, the Board representative resigned (due to pressing personal concerns) and has been replaced. Within recent years we've had a need to establish two search committees. One committee had alternates, the other did not. We now have a conflict of opinion: Some members of the committee think that each time a committee member leaves the search committee the individual will be replaced by another representative from the existing committee, not the alternates. Other members of the search committee think the representative will be replaced by one of the alternates.
My question is two-fold:
1) we know the alternates can't vote unless they replace one of the Committee members permanently but, how much involvement do the alternates have in regular committee meetings. Are they silent observers or do they contribute to discussions?
2) In what order do the alternates begin to replace members of the committee.
3) since the two alternates do represent the Standing Committee and the Church at large, would it be feasible/legal to add another alternate so that the Board of Trustees have an alternate representative ?
How should we proceed ?
The Standing Committee who appointed the Search Committee needs to meet and decide your questions. Someone should make a motion stating what power the alternatives have-usually they don't have any say and are not at meetings unless the member resigns. However in this case you may want them at the meeting so they don't have to be briefed when they take someone's place. This just saves time. The Standing Committee needs to decide where the alternatives are going to come from.
I really can't answer these questions, only the appointing committee which is the Standing Committee needs to make these decisions. So at the next meeting of the Standing Committee a member needs to make motions concerning these questions.
What is the difference between "Roberts Rules of Order" and "Atwoods rules of order"? Many thanks,
Terry J McCartin
I haven't read Attwood's Rules, yet. Someone finally sent me a copy. I have glanced through it and so far don't see any difference. I believe it is the parliamentary authority that the International Fireman's Association has adopted as their parliamentary authority.
How do you become a Parliamentarian? I am sure there is some type of schooling or testing. I'm curious. Thank you for any information.
The first thing that you need to do is contact the American Association of Parliamentarians and join them. Then they have correspondence classes that you can take or there is a practicium that they give twice a year--once in California and once in Virginia. They have a link on our WEB Site <parli.com>. The other organization is the National Organization of Parliamentarians. To join this organization you must take a test. Then you can get the 1200 question to study for registration. They both have chapters that you can join. These chapters have an educational program at each meeting. The best way to become one is to read the books and then practice what you are reading at your organizational meetings. The NAP Web Site is www.parliamentarians.org.
Can you please tell me where I can find sources that explain under what circumstances an "Executive Session" can legitimately be held by a Board of Directors so as to exclude the participating observers to a Board meeting? Thank you for your kind attention.
Tell me what kind of an organization this is? Is it a Homeowners Association, or a public body that must have open meetings?
Thanks for your response. we're talking a homeowner's association. We are a cooperative corporation of 432 units. present elected Board likes to hold frequent exec sessions to exclude the rank and file homeowners ("shareholders"). It seems to be more interested in furthering the economic interests of the Board rather than the shareholders in general. Likely, it doesn't want the shareholders to know what it is up to.
I’d like to legitimately curb this misuse of exec sessions, i.e., keep them to a minimum. I realize that matters involving individual shareholders or homeowner employees is a legit reason for an exec session, but the Board holds them for anything it wants to deal with in secret.
I can't give you the answer because it probably is written in state law. In the state of Washington, there are state codes that tell when a homeowner's board can go into executive session. I'm sure your state also addresses this in its laws somewhere. Call the Secretary of State to find out about where to get the laws concerning Homeowners Associations. Get a copy of these laws, make copies for the Board members and highlight what it says about executive session. Then let them know if they violate this law you will be hiring an attorney. Or write them a letter that they must give to their attorney. This will hopefully shape them up. Most Homeowner Board members do things out of ignorance rather than malice. However, if you have read our page and what we have had to do with our association, sometimes the president does things because of arrogance and human will.
Minutes are taken by duly elected secretary pro tem. Should these be signed by secretary pro tem and read as written and signed by regular secretary at the next meeting? Where in Roberts is this covered? Would appreciate any information you can give me on this since a small war has developed!
Thanks, Mary (firstname.lastname@example.org)
In our book WEBSTER'S NEW WORLD: ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED, see page 167 "The signature and title of the person who took the minutes". This is under "Signature of the Secretary". When someone is appointed to fill in for the secretary at a meeting, that person should write the minutes and then sign them. By putting a signature on the minutes is saying who took the minutes. As secretary of several organizations, I would never write up or sign minutes that I haven't taken. I was not at the meeting, so how do I know what went on. By signing my name, I am taking responsibility for what is written in the minutes.
The official Robert's rules authority does not address this situation, but I can tell you that as a Registered Parliamentarian, and in the Parliamentary groups that I am a member, the person who takes the minutes writes and signs them. If our secretary is absent, then the person taking the minutes signs it "secretary pro tem."
Long time no talk. I'd like to ask questions which I hope I'll be able to express correctly and you'll consider a response.
We conducted our first Board of Directors meeting in a Chat Room on the Internet. The agenda was published and distributed to members. If you can picture us sitting in front of our computers and being in a Chat Room to conduct the meeting I think you'll realize this was a unique experience.
Two members attended.
A motion was placed before the board by one of the directors, seconded and opened for discussion. At this point in time, one of the members offered an amendment to the motion, and the other member seconded the motion to amend.
It's important to understand this was not a regularly scheduled meeting of the members. It was a board of directors meeting. Because the president didn't have any prior knowledge of the amendment he suggested that the member hold off discussing the purpose of the amendment to a time set-aside for an open discussion.
The member stormed out of the Chat Room (if you can believe this) and has chastised the conduct of the meeting because his amendment wasn't accepted or discussed.
His claim is; the amendment was proper and was seconded by the other member in attendance. As a result, he claims; the Board of Director's violated Roberts Rules of Order by not discussing his amendment before passing the original motion.
OK! Here's the questions?
Since this was a BOD meeting rather than a membership meeting is a member permitted to offer an amendment to a motion being discussed by the board?
Since this was a BOD meeting, is it permissible for another member to second the motion to amend?
Was it appropriate to request the member to bring up his proposed intentions during the time set aside for an open discussion rather than imposing the amendment upon the motion under discussion?
Furthermore, doesn't it make sense; if a member is aware of the agenda and was asked to add other items to the agenda and didn't, the BOD's business, as noticed on the agenda, is the purpose of the meeting while other business that might be brought by the members would occur during the open discussion period set aside on the agenda?
In other words, was it proper for the BOD to persuade the member to offer his proposal during the open discussion part of the meeting when the board would have had a better understanding and could have offered another motion, rather than amending the original, to deal with the issues the member was attempting to seek acceptance of?
Well, I hope I've made myself clear? Thanks for your consideration in this matter. I look forward to your reply.
Bob, Ocala, FL
Vice President, Cyber Citizens For Justice, Inc. (a FL not for profit)
http://www.ccfj.net/ and, founder of the Consumer Advocacy Network which you're familiar with.
These chat room meetings are interesting. No one has come up with helpful hints to conduct them, but in this case the rules of a regular meeting apply. If this were done in room where everyone was present, what would be the procedure? That is the question that you need to ask. Then follow it.
I assume that your board meetings are open to members. But a member does not have the right to make a motion, amend a motion or second a motion. They are only there as observers. The Board can give them an opportunity to speak to certain issues but then it is up to the board to do with any member's recommendation as they see fit. The members are there just as observers. It is the same with on-line meetings. The member was clearly out of order.
I hope your on line meetings don't replace real ones. If this doesn't answer your question then let me know.
Copyright 2001 Robert McConnell Productions, all rights reserved.