Dear Parliamentarian Vol. 62 April 2001
Dear Parliamentarian Vol. 62 April 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 just have a quick questions that I cannot find an answer to in the books that I have.If the Vice-Chairman of a company presides over the meeting in the absence of the chairman on the minutes do you refer to the Vice-Chairman as Acting Chairman, Vice-Chairman or just Chairman????? Help!!! Thank you,,,
City of Harlingen Waterworks System
In the minutes it says, The meeting was called to order by the Vice-Chairman, Susan Redmond." Then it should say that the president was absent. If it is a board meeting.then all members present should be listed and also those absent.
I have read Roberts Rule of Order but it doesn't give me enough information regarding homeowner association board of directory meeting. I'm on the board of directors of community of 205 homeowners.
#The first meeting following the annual meeting, should the old committee members be replaced with new ones and approved by the new board? I'm a new board member and have asked the president for list of standing and temporary committees but have not had received such a list.
#Is proper for unfinished business be part of the agenda with the first meeting following the annual meeting?
#When another board member interrupts while a board member has the floor, what can be done.
#Interruptions from the owners attending a meeting (which is monthly) while the business part of the meeting is being conducted should not happen. What can I say to prevent this from happening?
#Can a meeting be open to the homeowners, in attendance, to discuss their concerns or wishes be before the business part of the meeting? I am aware of some boards allow this. What would be the merits of allowing this?
Thanks for your cooperation answering the above questions.
Thank you for writing. I just attended a workshop Saturday given by the Community Action Institute that dealt with some of these issues.
Question # 1. When a new board is elected officers and new members to the committees are appointed. However, if people are doing a good job, it is certainly wise to keep them on the committees. Continuity certainly is important. Look at your bylaws to see what it says about the appointment of committees. As a new board member you should certainly be given a copy of all the necessary information to do your job. If the members have board books, the person you replaced should give you his or her book.
Question #2: According to Robert's Rules no unfinished business carries over. "In cases where a board is constituted so that a specified portion of its membership is chosen periodically (as, for example, where one third of the board is elected annually for three-year terms) it becomes, in effect, a new board each time such a group assumes board membership. Consequently, all unfinished business existing when the outgoing portion of the board vacates membership falls to the ground under the provision (c) on page 229; and if the board is one that elects its own officers or appoints standing committees, it chooses new officers and committees as soon as the new board members have taken up their duties, just as if the entire board membership had changed." Then number (c) on page 229. states about adjournment: "When the adjournment closes a session in a body that will not have another regular session within a quarterly time interval, or closes a session that ends the term of all or some of the members (as may happen in an elected legislative assembly or in a board): The business that is unfinished at the time of adjournment falls to the ground. It can be introduced at the next session, however, the same as if it had never before been brought up." This is from the official book Robert's Rules of Order Newly Revised, 10th ed.
Question #3: Members of the board should respect the other members of the
board. It is a rule of debate that when someone has the floor and is talking that no one can interrupt the other member except in a few instances. It sounds to me that your board members need some training in meeting procedures. Our video Parliamentary Procedure Made Simple and How to Conduct a Meeting explain the rules of debate and the courtesies involved. So does our book Robert's Rules of Order Simplified and Applied. The presiding officer should correct the member who interrupts. If this continues, I would give the board members some basic information about this. At the meeting I attended it was brought out that most people who serve on these boards are ignorant of what their role is, that they are corporate officers and come under the incorporation laws of the state and federal government, and they certainly don't know Robert's Rules. They are also not prepared to serve in this capacity and that is why there is so much trouble in these organizations.
Question 4: First, the homeowners have to understand that they are guests at these meetings. The meetings are open by state laws for them to observe but not to participate or comment. At our board meetings we let those who come to observe that this is the case. We allow at the end of our meeting for remarks. However, to answer your first question, you can have an open forum at the beginning too. Encourage homeowners to put requests to be on the agenda or problems in writing so that the board can address these issues.
May I suggest that your association join Community Action Institute. You will receive a bimonthly magazine addressing association issues. A newsletter from the state and training sessions from the state organization. Then I would recommend that you get on basic video and have a training session for your members. The better informed they are, the better an organization you will have.
I am the Chairman of an incorporated non-profit homeowner's association located in lower Alabama. The Association has been in existence 10 years, but the development was begun in 1974 with Restrictive Covenants. We have a 12-member board (too large). We try to run the Board meetings according to Robert's Rules, but sometimes we goof. Also, I find that Robert's Rules does not identify properly who is a "member". We have monthly meetings of the Board of Directors and at those meetings we consider "members" the Directors. At the Annual Meeting the "members" are the property owners. It is sometimes difficult to apply Robert's Rules because the book mainly refers to large meetings such as conventions or perhaps annual meetings.
This is my question:
During the March Board meeting the Board voted to build a new swimming pool with a permanent structure enclosing it and instructed the engineer to provide specs for the entire project. The vote was not unanimous. After speaking with property owners and getting additional information from various sources, Board members decided to delay the construction of the building, but go ahead with the pool. At the April meeting we voted to instruct the engineer to prepare specs for the pool only. We did not rescind the March motion. Do we need to rescind both motions and have another vote?
Can we just rescind the March motion? Do we have to do either? I would appreciate an answer as soon as possible, as we have another meeting April 26. Thanks. If there is a charge for an answer, please disregard. I just found your site and I am enjoying the saga of the Homeowners Assn. However, I have not seen anything past Vol. I Issue 2. Did you move? What's happening? Have you discovered the Community Associations Institute? You can logon to their website www.caionline.org.
We certainly have to up date the page on the Homeowners issue. We've just been busy with other projects. What you did with the motion is to amend something previously adopted. If you gave previous notice to the board members that you were going to do this, then it only takes a majority vote to adopt. If you didn't give previous notice then it takes a two thirds vote to adopt. Unless someone is protesting, you really don't have to do anything if you haven't quite followed the rules. If you are concerned about the association members challenging this and you didn't meet the vote requirement, then do it over again. What I recommend is that you look in your Robert's Rules book under the motion "to rescind or amend something previously adopted.You are right concerning the term members. At board meetings the members are those of the board. At the association meetings the members are the lot owners.I am a member the Community Action Institute and have attended their training sessions and conferences. Thanks for writing.
My question regards a certain situation. We are in Canada. Recently at an emergency Board meeting, no-one took minutes. The meeting went on for several hours, and many decisions were made. What happens to those decisions if there are no minutes of the meeting? This particular meeting happened to turn very ugly and one Board member was "roasted" for a report that was made, and no body did anything to stop the nasty attacks upon this board member. Do you have any advice in this matter? You can e-mail me at <email@example.com>
Thanks for writing. It's difficult to say something was adopted with out minutes to prove that it was adopted. This is what I suggest that you do. Have someone write up minutes to the best of his knowledge. Or have several people get together and write the minutes. Present these minutes to the members. If they agree to them then you have a record of what was done. If something is left out, then those present can add it to the minutes.
Hi! I just discovered your "Dear Parliamentarian" site. My question is about Previous Notice. My regional association meets twice a year. They are an impetuous group and want to get things done "right now." They've learned that previous notice does not have to be given in the call of the meeting but can be "waived" at the meeting. I know that this is a legitimate way of doing business, but I object. At the last three gatherings, someone had a burr under their saddle and persuaded the group to amend the bylaws. No Previous Notice. Due to health problems, I was not able to attend those meetings. My feeling is that Waiver of Previous Notice should be restricted to something serious enough that it cannot wait. We have a procedure that allows us to amend by mail.
I've checked the current Robert's and the old Parliamentary Law and the old Parliamentary Practice books. I was about to look in Sturgis and Demeter and three or four other authorities for something concrete to say about this at a meeting we have coming up next week. Then I discovered your site and thought that the time may be too short, but that I'd try.And, then, maybe I'm just off-base.Thank you for addressing this issue.
Leo W. Taylor
What "previous notice" do they want to waive? --amending bylaws, rescinding or amending previous action? Please be more specific. Thanks for writing.
My, that was a quick response. I tried to not impose on your time more than absolutely necessary and should have given the entire picture. The next eight paragraphs are background. Feel free to skip them. The answer to your question should be starting with the eighth.
Our group is only 27 members. They are from five states. There are 135 of us nationwide. We are a business association type organization working in the interest of both business and public. Each office is independent of the other, however we are held together by a national office which wields a certain amount of control regarding standards, etc.
Each office cooperates fully with the others. But, we don't always like the thinking of some of the others. Yes, there are liberals and conservatives just like everywhere else. One group, namely the conservatives, don't want the liberals to make a bunch of decisions that they don't like but that would affect them.
We meet one time a year to elect officers and representatives to the national organization and to certain committees. And, to plan joint programs and discuss common problems. There is another meeting in conjunction with our national office's annual meeting. Generally, there is no business conducted there. It's not a problem.
Our bylaws allow "waivers" as you will see below. For years and years (we've been around for 83 years) there were no rules for anyone to follow. In about 1975 I pursuaded the group that something was needed. The grandaddys at that time threw a fit at the mention of bylaws. So, I suggested that we have Guidelines. They bought it and I wrote them including most of the important parts and had a parliamentary authority (Roberts) to be the decide all. A few years later I finally convinced them to have full bylaws.
I'm telling you this so that you may get a feeling of apprehension from them when it comes to the business meetings. And, to help explain why I was forced to put a section about waivers in them. Most of the members did not want to be hamstrung at meetings and not be able to get a newly formulated idea voted on. Right then.
I wrote it but tried to temper the idea somewhat by tieing in an "emergency." In my absence over the last three years, they are having emergencies. I don't like it and have found some others who don't either.
Of course, everything was dine by committee. I did not always win. The bylaws were put together over a twelve month period with at least eight rounds of correspondence of wants and don't wants. Then it was discussed seriarum at the conference and during the next year, more rounds of tweaking. It took two full years.
Because of everyone's paranoia, our quorum is set very high. We must have that kind of participation for peace of mind.
Under "Quorum" it is stated: "Also, at an official meeting, if decided by two-thirds (2/3) of all Southwest Region CEOs, that certain business not in the call of such meeting is necessary, it may be conducted but requires two-thirds (2/3) of all Southwest Region CEOs to vote for or against an issue. A majority will determine."
So our group wanted (at the time these were written) to make sure that 18 people were voting and that it would take 10 votes to make a decision.
"Section 6- Waivers: In an emergency situation, whenever under the provisionsof these bylaws, any notice is required to be given, a waiver thereof, inwriting, signed by a quorum of CEOs, whether before or after the time statedtherein, shall be the equivalent of giving such notice.
"In the event a teleconference meeting is called, if the requirements of ameeting notice has not been correctly met, by particpating in the telephonecall, a waiver thereof is automatically given by the participants and theirnames will be entered into the minures by the secretary or acting secretary."Waivers of notice also require the same two-thirds (2/3) participation,before or after the fact, to comply with these bylaws."
That's our situation. They want to amend bylaws by following the waiver allowed. if they can get18 people to vote on an issue, they think it's OK.
When I'm at the meetings, I talk them out of impetious voting. Do you know of anything written about proper use of Previous Notice and are waivers in general use in societies? Any comments will be welcomed.
Leo W. Taylor
In most of the societies that I work with waivers are not used. However, Robert's provides for a higher vote when there is no previous notice given. This is in the case of rescinding an action or amending something previously adopted. It looks like you have taken care of this by a higher vote in your bylaws. Normally most organization give previous notice of the meeting letting members know that there is going to be a meeting. In democratic societies, anything new can be presented at the meetings without previous notice. Exceptions would be provisions stated in the bylaws like dues. These would require previous notice to change. Also any action that the members wanted to rescind or amend. Some organizations state that if the organizations wants to buy or sell property that this would need previous notice.
Then members could bring up anything else that they wanted. It is unusually for organizations to require everything that is going to be presented to go into a call to a meeting or be given previous notice. However, each group has the right to decide for themselves what they want to do. Perhaps you can encourage your group to have more frequent meetings and use e-mail to get the previous notice out to the members. If everyone had e-mail then there is no excuse to send out previous notice because it is so easy to do. I hope this helps.
I'm grateful for your response. It's not likely we'll meet more often because of the distances between us. Time, travel, work load, etc. But, we all have e-mail. What I really need to do is get all these people to bring up ideas for amendments to the bylaws before we meet. But, so many times, nobody thinks of these things until they're sitting around at night having a drink and someone says, Hey, I've got an idea . . . I think I've been able to show a few of the more influential ones that two of the past amendments were not legal and need to be corrected with the group. Thanks so much for being able to respond quickly and for taking the time.
The problem is that most people don't understand the democratic process which protects the rights of the absent members. Do you have our book Robert's Rules of Order Simplified and Applied? We talk a lot about democracy versus autocracy in the first chapter of the book and through out the book. It costs $8.95 and can be bought at your local bookstore. I have made it my mission to educate people about democracy not just the rules of order. I explain to them that if we don't practice it in our individual lives and organizations then how can we preserve it in our country? And how can we promote it in the world? Giving notice for bylaw amends is protecting the rights of the minority and absent members. In democracy we don't have just a few guys over dinner or in the back room planning for the rest of the organization. Ideas may come from people getting together and talking, but we don't make the change there. We bring the ideas forward for all to think about, discuss, and make suggestions. When we do this, we get to see the flaws in our proposals and let the group make suggestions to change this. In a democracy it is government by the entire group not just a few. Perhaps this can help you show them the wrong that they are doing. Ultimately it doesn't matter whether this is done from ignorance, malice or manipulation, the end result is the same. They need to wake up to what they are doing. And what they are doing is harming the democratic process.
If there is nothing in a non-profit organization's bylaws about proxy voting -- Can board members solicit such from those who will be absent at a meeting during which a very controversial issue may be raised for a vote?
Like everyone, I'm sure, I need to try to find an answer to this question within 36 hours -- which is why I turned to the internet. If there's someone in the Detroit area (or even Midwest) willing to take a call from me, I will gladly make it. If you can point me somewhere else on the web, that would be great as well. Thanks much.
There is a double edge sword here. According to Robert's Rules if it is not in the bylaws you can use a proxy vote. However, if you are incorporated, then the state laws may allow it. So you need to check with the state that your organization is incorporated with. However, many states word the law so that if you don't have it in the bylaws then it can't be used. So you need to do some more investigation on this at the state level. According to parliamentary procedure it is definitely not allowed.
HiI am a Planning Commissioner in Texas. Our new Chairman refuses to follow Roberts Rules of Order which are included as a portion of our bylaws.He is not impartial, refuses to call on people, shows favoritism and makes motions to manipulate the votes. Now he is trying to change our bylaws to not allow minority opinions to be allowed to be stated or included in our minutes. Have there been cases where Planning Commissioners have sued their Chairperson for violation of the Rules? If so, what was the outcome?Thank you
Tell me how you and this person got to be a member of the planning commission. Was it by appointment or election?
We are all appointed.
I need more information. Who appointed you? Who decides who is going to be chairman? There may be an easy way to sovle this problem, but I have no idea what your rules say about this situation or the rules of the people who appoint you say about this situation. You need to tell me a little more.
The City Council appoints all of the Planning Commissioners. The Planning Commissioners elect the Chairperson. I think our Staff attorney must have had a talk with the Chair before last nites meeting.... he actually called on us in order last nite and was most cordial. I am still interested in knowing what recourse a Planning Commissioner has when a Chair person acts in this way.
You can't remove the person because you are appointed by a superior body, but you certainly can censure this person. But before you do this, you can raise a point of order when the presiding officer is making a mistake. What I recommend is that you first talk with the presiding officer and see what can be resolved. Another you might do is encourage him to get a copy of our videos and book on this subject. This will help him be more democratic.
Sorry to bother you again so soon, but I have a couple of questions.Since I am so new at this, I'm curious about these:
1. Can a person nominate themselves for an office?
2. We vote by raising our hands in favor or opposed. Is this the same as a voice vote or a rising vote? Or are they all considered the same thing?
3. In Roberts Rules Simplified and Applied, on page 185, Elections, it talks about ballot votes. If the bylaws require a ballot then you have to vote by ballot, even if there is only one person running for office. Then it says it is out of order to ask one person to cast the electing ballot. As it takes away members rights to write in a candidate. My question is: Is it always out of order to have one person cast the electing ballot?. Our bylaws do not stipulate the way we should vote. Is it proper to have one person cast the ballot if the membership agrees, or is it something that shouldn't ever be done?Thank you for time.
1. Yes, a person can nominate himself or herself for office. This information is on our new video "Nominations and Elections." See our opening page on the WEb Site, <parli.com>.
2. A raising the hands way of voting is considered the equivalent of a voice vote. A rising vote is different. This is to be used in taking a two thirds vote or when the members call out division.
3. Since you have no procedure that says how to take the vote, then the members need to decide how the vote should be taken. This procedure is shown on our new video. As stated in the book, one member should never cast the electing ballot. In our video on Nominations and Elections, it shows a way to elect by "acclamation" which is a way to take a vote when there is no opposition. What I recommend is that your organization get this video. It is a good way to train members in the nominating and electing process.
On a motion to table and the vote is 3 for and 3 against the presiding officer is required to vote. Is there any onus procedurally for the presiding officer to support the tabling motion? Hope you can help.
First of all a motion to table should only be used to set business aside temporarily when something more urgent comes up. That is the only time it should be used because it is taking people's right to debate away by a majority vote.
Second, a president does not have to vote to break a tie vote. If he decides not to vote, the motion to lay on the table is lost.(defeated).
I am a new President of a Civic Group. I have purchased Robert's Rules of Order Simplified and Applied. For the first time I have such an understanding of parliamentary procedure. It is wonderful. I have not been able to find an answer to a question I have. Recently, at our montly meeting, we had a member come in late in the middle of a vote we were taking. We had voted yea's and were about to vote the nay's. Everyone stopped and explained to her all about the motion made and seconded and our discussion. That took about 15 minutes and then she added her yea vote to the others. Then we continued on for the nay's. It created a bit of confusion for everyone and later people complained thatthey had lost track of what we were doing. My instinct was to tell the late member to quietly sit down and when we were done with the vote, we would explain it to her. I can't find anything in my Roberts Rules to tell me if this is proper procedure for when someone comes in, in the middle of a vote. Could you tell me the proper procedure for this situation? Thank you.
In Robert's Rules of Order Newly Revised, the 10th edition, (the official book) under the topic, "Interrupting the vote", it states that a vote can't be interrupted during the taking of the vote. What you did was certainly heroic and bending over backwards for someone who came into the meeting late. But it certainly wasn't democratic in the sense that one person held up the voting for the rest of the assembly just because that person came in late.
If a person doesn't want to miss a vote, then that person should come to the meeting on time. If a person comes in late, he or she doesn't have the right to hold up the rest of the assembly in the middle of business being transacted. You instinct was correct.
We are revising our book, I will include your question in the new book. Thanks for writing.
I am the current President of a parents organization, our by laws say nothing about nominations from the floor. I appoint a nominating committee, they present a slat of candidates to the executive board, the board approves, the candidates are then presented to the general membership and voting takes place. Since no where does it say nominations can be made from the floor in the by laws are nominations from the floor allowed? Thank-you, Deborah Condren
Yes, you can still have nominations from the floor. It is a principle of parliamentary practice to do this even if the bylaws do not state that. If you don't give members the right to nominate from the floor you are basically depriving them of their rights. What I suggest is that you amend your bylaws to include nominations from the floor. This way there won't be any confusion. You might find our new video "Nominations and Elections" a very helpful tool for your organization or a great addition to your school library so that it can help everyone. If you go to our Web Site http://parli.com, you find a description of the video on the opening page.
If you answer parliamentary questions, please consider the following. I have been taught that at any time during, or preceding, debate on any motion, that debate can be closed by "calling for the question." This ends all debate and a vote must immediately be taken upon the question under consideration.
Is this correct? Is this the same thing as "calling for the previous question." Where are these rules found in Robert's Rules of Order? I can't find them.
To close debate a member must phrase it as a motion. This motion is called the "previous question." Look in any Robert's Rules book under the previous question. This motion must be formally made and not just called out from the floor. If someone from their place in the assembly calls out "question", the chair should ignore it. The person must rise, address the chair, and say "I move the previous question". or "I move to close debate." This motion needs a second and is not debatable. The chair then takes a vote on closing debate. This takes a two thirds vote because it takes away members rights to debate. If it is adopted then the debate is closed on the immediate pending question. The chair then takes a vote on the immediate pending question. This motion and its abuses are explained in our videos "Parliamentary Procedure Made Simple the Basics" and "All about Motions." Our book Webster's New World Robert's Rules of Order Simplied and Applied" also explains it clearly.
Thank you for your help. I had seen the "previous question" reference but was thrown by the use of the word "previous." I did finally read that section and realized it was what I was after. Your clear and concise explanation may be useful if called upon to clarify the procedure for the members.
Leck Heflin, Mayor
City of Azle, Texas
I'm glad that I was of some help. The term previous question is from the seventeenth century. Some parliamentarians are suggesting that we change the term previous question to "close debate." Then everyone will know what the member wants to do. The key is always to take a vote on this motion. If you are chairing the meeting, then explain to the members what the previous question will do. For example, "The question is on the adoption of the motion previous question. If adopted, debate will cease and we will vote on the pending motion (state what it is) Since this motion takes away the right of the members to debate, it is adopted by a two thirds vote. All those in favor, please stand. Be seated. Those opposed please stand, be seated." Then announce the vote. "There is a two thirds in the affirmative, the motion is carried and debate is now closed. All those in favor of .....say "aye". Those opposed say "no". Then announce the vote.
This motion is so mis used. The other thing that you need to know is if the issue is controversial someone can't make the motion to close debate right away. The chair should at least allow one person from each side to debate the question before allowing anyone to move the previous question. I'm curious, how did you find us?
The matters of concern were able to be handled in another appropriate manner. Your instruction was very informative, and has helped clarify the use of the "previous question" motion.
If I may ask another question, when making a motion, what language do your instructional videos use in demonstrating how a motion is to be introduced by the member making the motion? In other words, what words precede the motion itself? "I move, I propose, or what? Thanks for your indulgence.
The correct way to phrase a motion is "I move to ... or I move that..."This phrase is used for main motions and subsidiary, privilege, incidental motions, and motions that bring a question back to the assembly.
Another way to present a main motion is by a resolution. Often government officials use this method. For the details on resolutions I suggest that you look in the Robert's Rules book for that one. If you have the official book,the 10th edition, he has several pages devoted to it. We have a short section on it in our book, too.
Good Morning: Our Association always experiences trouble with Abstentions from voting.If there were 60 people eligilbe to vote and 50 vote and 10 choose not tovote.Is the abstentions considered a "Nay" vote or are there simply fifty that are used and the other ten are considered non votes that do not goagainst the 60 eligible votes.
Jim Jones Executive Director Softball, Alberta
Before I answer your question, what do your bylaws say about voting? Does it say motions are adopted by a "majority vote"., majority of those present, or majority of the membership? Your answer to this question will tell me what role abstentions play in the vote.
It says a majority voted.
Then the abstention does not count at all. It is a non vote. It's as if the peson did vote.
1. If minutes are not amended or corrected, do you need a motion to accept them or are they approved as read?
2. Same question for the treasurer's (finance) report.
If there are no corrections to the minutes, the chair can declare, "The minutes are approved as read." If there are corrections to the minutes, the chair can say, "Is there any objection to making the correction, if none, the minutes are approved as corrected."
When the treasurer gives the report, the chair always says, "The Treasurer's report is filed." The treasurer's report is never adopted or approved as read. Only the auditor's report is adopted because it has been carefully review by a committee and presented as a verification of the treasurer's books.
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