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Dear Parliamentarian Vol. 67 September 2001

Dear Parliamentarian Vol. 67  September 2001
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:

The basics of how to amend a motion -- how to discuss one, etc. Your web site mentioned that you had some info on basics.  Thanks

Ho1010over@aol.com

Dear Ho1010over@aol.com:

We have books and videos that explain this. OUr video Parliamentary Procedure Made Simple: The Basics, and our book Webster's New World Robert's Rules of Order Simplified and Applied has this information.  But to give some information:

A member rises, addresses the chair, 'Mr. Chairman" or "Madam Chairman".

The chair then acknowledges the members rising by stating the name or nodding.

The member then has the right to speak. To make a main motion, the member

says, "I move that we have a picnic on Saturday June 6th, at 3:30pm."

Another member seconds the motion

The chair places the motion to the assembly, "It is moved and seconded to have a picnic on Saturday June 6th, at 3:30pm. Is there any discussion?"

The member who makes the motion gets to discuss it first. Then other members get to discuss it.

If a member wants to amend the motion, a member rises, addresses the chair, and when assigned the floor states. "I move to amend the motion by striking out June 6th and insert June 13th."

Another member seconds the motion.

The chair places it before the assembly, "It is moved and seconded to amend the motion by striking out June 6th and insert June 13th. If amended the motion would read to have a picnic Saturday June 13th, at 3:30pm. Is there any discussion on the proposed amendment.?

Discussion can only go to the amendment. After discussion, the chair takes a vote.

" The question is on the adoption of the proposed amendment to strike out June 6th and insert June 13th. If adopted the motion would read, to have a picnic on Saturday, June 13th at 3:30pm. All those in favor of striking out June 6th and inserting June 13th, say "aye". Those opposed say "no".

Then the chair announces the vote. If the ayes have it, the motion is carried and June 13th replaces June 6th.

The chair: The ayes have it and the amendment is carried. June 13th replaces June 6th. The question is on the adoption of the motion to have a picnic Saturday June 13th at 3:30pm. Is there any further discussion?"

I hope that helps.

The Parliamentarian

 

Dear Parliamentarian:

In our by-laws it states that one of the duties of the Board of Directors is to adopt by-laws for the organization. But the final article entitled amendment, states that the by-laws may be amended by a majority vote of the members.

Question: Does this mean that the members, the Board, or a committee can adopt by-laws?

Ruth

Dear Ruth,

Please send the bylaws to me.

Dear The Parliamentarian;

With respect to the question posed to you yesterday from me about the board

adopting bylaws and bylaws being amended by a majority vote, here is the exact

wording of the pertinent articles and sections:

Under BY-LAWS, Article I - DUTIES OF OFFICERS, Section 5, I quote:

"The duties of the board of directors shall be:

(a) To manage the affairs of this organization between meetings of the members thereof.

(b) To adopt such by-laws for the government of this organization as may be consistent with this constitution and designed to carry out object of this

organization."

(Please note: Only (b) applies to my question)

With respect to amending the bylaws, here is the complete article and section

verbatim:

ARTICLE VIII - AMENDMENT

Section 1. These by-laws may be amended by a majority vote of the members of

this organization, provided that the proposed amendments shall have been read at one previous meeting of the organization.

Ruth

Dear Ruth,

In reference to the Board amending the bylaws what does the Constitution say is the object and what authority in the constitution does it give to the Board to amend the bylaws?

Also is the board's proposed amendment "consistent with the consitution and designed to carry out the object of this organization?"

Right now it looks like there is a conflict in the bylaws. The answer may be in the constitution.

The Parliamentarian

 

Dear The Parliamentarian;

The object only deals with membership -- that is age, membership dues, and that anybody can join that is in sympathy with the organization's purpose. No reference to board members or duties is in the object (constitution).
Ruth

Dear Ruth,

What is the bylaw that the Board is thinking of adopting or are they just trying to figure out what the bylaws mean?
The Parliamentarian

PS. Are you an incorporated society and if so, are you a non-profit and what state are you incorporated?

Dear Parliamentarian,

First of all I want to thank you for your support in electing officers via email. It was tough, but it's done.

I have several other question that I can't find in R. Rules.

1. If a member marries and her changes her name, shouldn't that be reflected on the By-Laws and Partnership Agreement?

2. Shouldn't the new officers' name be changed on the Partnership Agreement?

3. Shouldn't these documents be distributed to all members?

I'm thinking the answer is yes.

Thanks, JUDY GREENE

Dear Judy,

What is the partnership agreement? And are members names listed in the bylaws?

The Parliamentarian

 

Dear The Parliamentarian,

Our Partnership Agreement reflects all of our members and officer names, rules, etc. No, the members' names are not listed on the By-Laws. The By-Laws list each officer's job description, procedures, financial statements, voting, payments, etc. Our chief investor/treasurer wants to just inform our broker of the officer changes, but I think the members' names need to be changed on the Partnership Agreement to reflect the current status of new officers and the member that married. I'm sure that whatever document we make changes to should be distributed to all members at our October 2001 meeting. Is this in writing anywhere in Robert's Rules? Thanks for your help,

JUDY GREENE

Dear Judy,

It is very common practice to update membership lists yearly and make changes of address, name, etc. When new officers are elected that membership is informed. In one organization that I am in all members get a copy of the membership list.

If the Partnership Agreement has an official list of all members and officers then it should definitely be changed.

The Parliamentarian

 

Dear Parliamentarian:

When do new officers take over? Some organizations insist on turning over the secretary's books after the reading of the minutes of the last meeting. Some even change the whole slate of officers after "old business." I can see how years ago in small organizations when officers were nominated and elected on the spot, it would probably be okay, but when officers are elected at a previous meeting why wouldn't all new officers take over at the beginning of the first meeting of the new year?
Phyllis

Dear Phyllis,

Your bylaws should state when the officers take over. If the bylaws do not state this, then they take over immediately when elected--that means when the presiding officer announces that Mrs. Jones is elected president. That person turns the gavel over to Mrs. Jones. Mrs. Jones then presides for the rest of the meeting. So look in your bylaws. If it doesn't say then Robert's Rules or your parliamentary authority prevails.

The Parliamentarian

 

Dear Parliamentarian,

Is it legal or appropriate to have a "primary election" according to Robert's Rules of Order or, otherwise, to narrow the vote down to two candidates?

(There are no provisions of this type of action given in the bylaws. Also, the individual who wants to try and have a "primary" feels the information in Robert's Rules of Order, 10th edition (page 423 regarding "The Impropriety of Limiting Voting in the Election to Two Leading Candidates"), is just an opinion and not a legal basis for not being able to have a "primary." This individual wants a "primary" so he can run for a vacant position on the Board of Directors but at the same time not dilute the vote for the candidate that most everyone else feels has a better chance of winning as regards to the opposing candidate. Also, no such "primary" has ever been a part of the past voting procedures that I know of.) Thank-you for your time and attention in reading this communication.
Gail Whaley

Dear Gail,

There is no provision in Robert's Rules for a primary. If you are an incorporated society, I do not know of any state law that allows for a primary. This is a political procedure and not something that goes on in organizations.

What the person is quoting from Robert's Rules is being taken complete out of context suit this person's ideas. The quote that you are referring to has to do with taking nominations by ballot. In taking nominations by ballot, the first ballot is just a nominating ballot. all those receiving votes are nominated. What Robert is warning against is instead of having everyone that has a vote be put on the electing ballot, some organizations want to only put the two names that received the highest votes for nomination.

This is just someone twisting the word to suit his own purposes. There is no way that this can be read or interpreted to support a primary election.

For the members to have a primary election or run off election it would have to be in the bylaws. So the only way this could be done is for the member to propose an amendment to the bylaws. And follow the procedure in the bylaws for amending them.

The Parliamentarian

PS. Do you know that we have a new edition of our book, Webster's New World Robert's Rules of Order Simplified and Applied? It has information about bylaws and other government documents, discipline, open meeting laws, e-mail correspondence and e-mail meetings. The cost is $10.99. If you buy it from us, there is a $6 shipping charge.

Dear The Parliamentarian,

Thank-you so very much for your exceptionally prompt response to my

question posed earlier in the day via e-mail. Your answer will be needed

tomorrow evening to clarify the confusion one person's erroneous assumptions has placed in our consistent efforts to clean up the mess of an organization "gone completely awry". This correction is the first step in a long journey to restore order and parliamentary procedure where it rightfully belongs. Again, I thank you from the depths of my sincere appreciation.

Gail Whaley

P.S. Several of us are formulating a financial strategy to purchase the necessary tools, like books, from your web site to help us achieve the restoration of order in our community meetings once again. Thank you for suggesting Webster's New World Robert's Rules of Order Simplified and Applied.

The Parliamentarian

 

Dear Parliamentarian:

Where could I find the duties, responsibilities and authority of officers of a small not for profit club.

We are a band booster club and purpose is to raise money to support band activities. It is a high school band...

Thanks for your time and effort...

John May

Dear John,

These should be listed in your bylaws. If you are writing bylaws, then you need to figure out what you want your officers to do and then write it into your bylaws and assign them as duties. There are helpful books on this subject. One is the official Robert's Rules book Robert's Rules of Order Newly REvised 10th ed, and Webster's New World, Robert's Rules of Order Simplified and Applied. Our Web Site <parli.com> has a section on writing bylaws that you may find helpful.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for your prompt reply...I don't think we have by-laws and I am going to propose that we write them. I have in my mind what I think each officer's duties and responsibilities should be and was just wondering if there was a sort of general guide as to what a treasurer, secretary, president, vice-president should...I will check the books you listed. Have already been to your web site. That is what convinced me that we needed by-laws...Again, thanks for your time and effort...I truly appreciate it...John

John

Dear John,

Again, a good book on Robert's Rules, the two I mentioned, explain the duties of those offices. The secretary has very extensive duties. The secretary keeps all the official records of the organization, the list of membership, takes minutes of the meeting, works with the president to help prepare the agenda. The president's primary duties is in conducting meetings. He should be thoroughly knowledgeable in parliamentary procedure and the rights of the members. However, some organizations give their presidents the power to appoint committee chairmen and members of committees. My preference is to have an small executive board and have them do the appointing. I'm certainly in favor of having more people make these decisions instead of it residing in one person. The Treasurer is responsible for paying bills at the direction of a vote by the members or an executive board (this should be stated in bylaws) keeping the financial records, checking a check book and the organization's money should not be put in his or her private account; he should give a monthly report to either the members or the board, and turn the books over to be audited at the end of the year.

If you do right bylaws, I hope that you read all our articles about it including the article that asks if your bylaws are democratic. If you go in the Parliamentary Internet Newsletter, in the last year, I've been writing about other governing documents. I hope that you would take a look at that too.

If your organization needs help with this, we do help. However, we charge for this service.

The Parliamentarian

 

Dear Parliamentarian:

Is there a procedure for conducting secret balloting? Specifically, if the president counts votes should the Secretary confirm the vote count? If the is a rule for a "show of hands" vote, would a formal motion be required for an optional secret ballot? And, finally, if there is a secret ballot taken and results given, would it be improper for an executive member, who did not vote, to disclose any information relating to that vote?

Thanks,

Paul W. Mac Leod

Dear Paul,

Yes there is a procedure for conducting a secret ballot.

First, a Teller's Committee (if you don't have one in place, then the chair should select three members or the assembly can make a motion to elect three members) should hand out blank pieces of paper for members to write their votes on.

Then the Tellers should collect the ballots in some kind of receptacle.

Then the Tellers are to count the ballots. One Teller should open the ballots. Any blank ballots are not counted because they are consider abstentions. After all the ballots are opened, they are counted for a total number of ballots cast. This determines the majority. Then the yes and no votes are counted and put on a Tellers'

Report. The chairman of the committee should read the report to the assembly.

IT might read:

Number of votes cast were 50.

The number to adopt is 26.

There were 25 yes votes

There were 27 no votes.

(The teller does not announce who wins) after reading the above. He states the names of the teller's committee and hands the result to the President.

The President then reads the report and announces the result of the vote. In this case the motion is lost because there are more "no" votes. The president should state it this way, "The negative has it, and the motion is lost (or defeated.)

The president should never count the votes. If this is a board meeting, then the secretary and another member should count the votes. No one person should count the votes.

If you want to take a vote by ballot, someone needs to make a motion to do this. It needs a second and the presiding officer immediately takes a vote.

I do not understand exactly what you mean, but Robert's Rules states that no one is to explain his vote.

I suggest that you get our book Webster's New World, Robert's Rules of Order Simplified and Applied. It certainly explains voting procedures. Be sure to get the second edition. Also our video Nominations and Elections shows how a Tellers Committee counts and records the vote. It illustrates votes for office but the principle is the same in counting and recording yes and no votes. Hope this helps.
The Parliamentarian

 

Dear Parliamentarian:
We have a nonprofit Senior Citizens Club, and we need clarification on voting. We have elected Board Members, and appointees who are selected by the President of the club. Our Quandary is, those who are appointed by the President do not have a voting right. Is there anything in your rules that addresses this issue?
Thank you,
Nonprofit

Dear Nonprofit:

Do your bylaws say that the appointees don't have voting rights? Look at your bylaws carefully. E-mail me that part that tells about the appointments and what their duties and responsibilities are.

The Parliamentarian

 

Dear Parliamentarian:

Hello The Parliamentarian, Another problem has arisen. At the conclusion of the last meeting, before adjournment it was realized that a nominating committee chairman must be appointed at this meeting according to the By-Laws. The President appointed a chair, our by-laws state the board shall select a nominating committee. In the past it has been done both ways, by the board or by the president. I wonder if this could be considered "established custom" when the appointment is by the president? If not would it be appropriate to get board approval by electronic mail?

BarneyB@aol.com

Dear Barney,

I just found your e-mail. Do not let the president appoint the nominating

committee chairman. The Board should do this. Robert's Rules frowns on the

president doing this. So if your bylaws say to have the board do it, then the board is to do it. This prevents the president from being tempted to control who is nominated. Have the board approve by electronic mail and then ratify it at the next meeting. Unless your bylaws allow for this, it really isn't a valid vote. It is like taking emergency action that needs to be ratified at the next meeting. Then write in the minutes that the action was originally taken by e-mail and then the motion to ratify was adopted at the meeting this is done.

The Parliamentarian

 

Dear Parliamentarian:

I am one member of a committee working to review and revise, where necessary, the bylaws for a private swim and tennis club. These suggested changes will then be presented to the full membership of the Club for its discussion and approval. As a point of information, I am also a member of the Board of Directors.

Our current memberships number 436. Our membership categories are:

Family Membership: two adults & children and others living in the same

household;

Couple: two adults, no children, no other adults

Individual: a single adult over 18 years of age, no children, no other

adults in household.

Our current bylaws stipulate that each membership is entitled to one

vote.

At last night's meeting, someone suggested that all adults in a family

(and perhaps including the children over 18 years of age) are entitled

to vote at the Board's semi-annual and annual meetings at which time we

vote on budgets, elect new board members, etc. Another member of the

committee suggested that perhaps a maximum of two adults should be

allowed to vote in any one membership (i.e., the parents, but not the

children). Two members of the committee believe that it is the

constitutional right of each member over the age of 18 to vote at our

meetings.

I (and others) am not trying to deny anyone's constitutional rights;

however, I/we believe that each MEMBERSHIP is entitled to only one vote,

regardless of the type of membership, and regardless of the number of

adults in that household. We feel that allowing each adult over 18 to

vote would give undue weight to a family membership versus an individual

membership.

The best example I could give during our discussion of "one

membership/one vote" was a condominium association in which each

condominium owner is entitled to one vote at association meetings. If

that condo happens to be jointly owned by a husband and wife, that

couple is still only allowed one vote at meetings.

After much discussion last evening, our committee voted. Because

several members of the committee were absent, we had 8 in attendance.

Four voted to recommend one membership/one vote; and four voted in favor

of one membership/up to two adults may vote. I suggested to the

committee that I investigate this question prior to our next meeting,

and also offered to discuss it with our board attorney.

We follow Robert's Rules of Order. Our club is located in the State of

Connecticut. Are there any written guidelines in R.R. of O. regarding

who may vote? Do we follow State of Connecticut law on this because it

is not something which is governed by parliamentary procedure?

I appreciate any assistance you can offer.

Deborah T. Shaffery

 

Dear Deborah,

Send me the exact wording of your bylaws about who can be member and who can vote. You can fax this part of your bylaws to me at 1-253-265-1550. Also check with the Secretary of State concerning the type of organization that you are to see if your state statues cover this. If they do then go by that statue. I need to read the bylaws concerning this before giving an answer.

The Parliamentarian

 

Dear Parliamentarian:

Please clarify Executive Sessions, i.e., when they can be called, by whom, for what purpose, notice required, et al.

I am a member of a local commission, and when a quorum is not present at a regularly secheduled meeting the chair turns that meeting into an "executive session". Is this correct? Can issues be voted on and passed? We are a regulatory commission and our enabling legislation calls for monthly meetings on a set day of the week. The chair has changed our meetings to every other month, with the executive committee meeting for the other interim months. To my nowledge this change was not voted on my the full commission nor brought to us by the executive committee.

Our enabling legislation calls for our annual meeting to be held in June (which by the way coincides with the month our mayor makes appointments to the commission. Our chair is now proposing to change our annual meetings to May. What is the procedure for thischange?

Thank you.

Cehrman

Dear Cehrman,

Do yourself a favor and buy your chairman a copy of our book Webster's New World Robert's Rules of Order Simplified and Applied.

Now that that is said. There has to be a quorum present to go into executive session. This term means closed meeting. If you are a public body, I doubt that you can go into executive session. Look in your public meeting laws that your state has adopted for this. That will tell you when or if you are allowed to go into a "closed session." If there is no quorum present, then anything that you have voted on is not valid.

If there is legislation that says you are to meet once a month on a specific day, you have to do that. The chairman has to authority to change this. Only the body that made the rule can change the rule.

The only way your annual meeting day can be changed or your monthly meeting

days can be changed is by asking the superior body who adopted this rule to do it. Your commission has no authority to do this.

The Parliamentarian

 

Dear Mr. McConnell:

I am writing to you on behalf of my brother who lives out of state and does not have access to the Internet. He is involved with important meetings that pertain to microwave radiation, etc. I'm not too familiar with all the protocol.

He will be attending a meeting this evening (California time) at 5:30 p.m. and needs assistance on three matters, if you would, please. They are:

1. Is it legal or permissible for a member of an organization to nominate self for an office or position as a member of a board in an incorporated organization?

2. Can a president on their own declare a moratorium on accepting new members and, if so, under what condition? Membership is solicited and is granted to all over the age of 18, in sympathy with the organization's purpose.

3. Is a motion legal or binding if the chair does not "state the question" before the meeting is adjourned and no action is taken on the motion to reconsider?

I'm sure that the answers to the questions that I have posed are, indeed, in your books. It's just that I don't have enough time to order and research the information that is needed. I do not know how much you will charge to answer these questions. I would sincerely appreciate a reply first on the cost of this service. He does not belong to an organization, and needs these answers for his personal self.

Unfortunately, since the meeting he has to attend takes place this evening, 9/13/01, he needs an answer as expediently as possible, and therefore, suggested you, Mr. McConnell. Please contact me via this e-mail address: CVDdesigns@aol.com

Sincerely,

Julie Brodnick

Dear Julie,

I will try to answer these questions the best way I can from your questions and the information that you have provided.

1. A person can nominate himself or herself if the bylaws do not prohibit it.

2. A president does not have this power unless the bylaws give it to him or he has it as a member of the organization.

3. If a motion to reconsider is made while other business is pending, then the chair is to instruct the secretary to record in the minutes that it is made and seconded. Then it can be "called up" at any time by the make of the motion. It carries over to the next meeting and expires at the next regular meeting. If the motion to reconsider the vote is made when no business is pending, the chair is responsible for placing before the assembly for vote and discussion. I hope this helps.

The Parliamentarian

 

Dear Parliamentarian:

I just contacted my brother regarding the answers that you presented and he has two quick questions, as he didn't understand. If you would, please.  On the question that I asked, "Can a president on their own declare a moratorium on accepting new members and, if so, under what condition? Membership is solicited and is granted to all over the age of 18, in sympathy with the organization's purpose." Your reply was, "A president does not have this power unless the bylaws give it to him or he has it as a member of the organization."

My brother stated that the bylaws does not give her the power to declare a moratorium. She is a member. Does that give her the power in that instance to declare a moratorium?

The third question that I presented: "Is a motion legal or binding if the chair does not "state the question" before the meeting is adjourned and no action is taken on the motion to reconsider?"

My brother at the last meeting said that there was no pending business. A motion was made in the very last seconds of the meeting. She didn't put the motion to the floor before the meeting was adjourned. She told the secretary to log it in the minutes. She adjourned the meeting. Is the motion still valid and can it therefore be called up at the next meeting?

I appreciate you for taking the time to answer these pertinent questions.   Thank you, again.
Sincerely, Julie Brodnick

Dear Julie,

I am sorry that I didn't get this message until now.
The president can't declare a moratorium unless it is given somewhere in the bylaws either as president or as a member. If the bylaws doesn't give it as either a member or president, she can't do it.
If the motion was made and the president said to put it in the minutes to the secretary then it should go on the agenda under "unfinished business".
The Parliamentarian

 

Dear Parliamentarian,

Thank you for your reply to our questions. My brother would like to know what references you might be able to share with him in order to validate what you are saying.

The reason for this, The Parliamentarian, is that they discovered that they are dealing with an unethical individual and are having major problems with her. For instance, she declared a moratorium, didn't advise general membership, but went out and got new memberships anyway without telling anyone. This is an example of what they are dealing with.

When John posed his views, she replied, "Comes from that lady?"

(referring to you as the lady). She says to show me where I can't! Prove it

! And they proceeded to push their own agenda. There is nothing in the bylaws that gives her authority.

My brother, John, wants to know if you are certified, and, if so, wants to enter you in the minutes as being certified.

He has a book titled, "Roberts Rules of Order," but there is nothing on moratoriums. He is a newcomer in all of this, and really needs assistance.

If you have any material or books that he could purchase to assist him, it would be most appreciative.

John wants to stay on track and handle this situation legally, honorably and ethically.

If you don't understand any part of what I am stating, then please don't hesitate to contact me. I am the go-between and I don't quite understand all that is being exchanged. Please bare with me. Thank you.

Also, if you feel you are taking too much time with us and would like to be paid for your services, please let me know. Hopefully, we can then continue.

Once again, The Parliamentarian, thank you for your time.

Sincerely,

Julie Brodnick

Dear Julie,

No book will cover moratoriums. This is where it is important to know the principles behind the rules in parliamentary procedure.

The bylaws should include an article on Membership. This is what the official book states about what goes into the article on bylaws. The official book is Robert's Rules of Order Newly Revised, 10 ed.. It states: "Usually the article on membership consists of several sections, covering for, example: (1) classes of members --as "active," "associate," and the like -- with any distinctions between them being set forth, and, as applicable, the rights of each, and any limitation on their number; and (2) qualifications or eligibility for membership, with application and acceptance procedures, including the method of reviewing and voting on applications. .." So if there is no place in the bylaws for someone to call a moratorium on members it can't be done unless the membership votes on this.

Now if the bylaws give the president dictatorial powers then that person can do anything they want. If you brother wants to solve this problem, he should send me the bylaws, write down exactly what the problem is, send me minutes, and I will write an opinion. I do charge for that.

I am a registered parliamentarian with the National Association of Parliamentarians. I have written a book which is sold under the company name. It's called Webster's New World Robert's Rules of Order Simplified and Applied. It is now published by HungryMinds Our first edition has sold about seventy thousand copies in three years. I am currently president of The Evergreen Parliamentary Research Unit. I have been president of other organizations, served as secretary, board member, and given advice to thousands over the e-mail. I have given workshops to national and international organizations on parliamentary procedure. I have also written all the scripts for our videos that we sell on this subject to city governments, schools, churches, national organizations, school boards, small groups, and even a United Nations Committee.
Cordially,
The Parliamentarian

 

Dear Parliamentarian,

I know you're very busy, so I'll get straight to the point. John has asked me to write to you and give you the following information.

In the bylaws under duties of offices it states: "The president shall preside at meetings and shall perform regular duties of the office. He shall appoint all standing and special committees and shall be ex-officio member of all committees, except the nominating committee."

No other references are given as to the duties or the powers of the president as stated in the bylaws except that the president can call special meetings at the request of 5 members.

What is your understanding or interpretation of the phrase in the first sentence: "And shall perform regular duties of the office"? Does that grant the president broad ranging powers?

From the above can the president appoint a temporary secretary based on the above quoted phrase or other kinds of powers which she seems to be trying to exercise and enforce?

Please, if you would, give us your understanding of the duties she can

actually perform based on that phrase?

Thank you so much, The Parliamentarian. Most appreciated.

Sincerely,

Julie Brodnick

Dear Julie,

Tell your brother to look in ROBERT'S RULES OF ORDER NEWLY

REVISED 10TH ED. in the chapter on bylaws and then look under president in the book. By this general statement, "perform the regular duties" that refers you to the parliamentary authority for those duties. Robert's does not give the president sweeping powers.

The bylaws nor does Robert's Rules say the the president has the power to appoint a temporary secretary. If the secretary can't attend a meeting, then the assembly votes to appoint a secretary pro tem for the meeting. The president does not do this.

On page 432 it explains the duties of president. It also says this: " An office carries with it only the rights necessary for executing the duties of the office, and it does not

deprive a member of the society of his rights as a member."

The Parliamentarian

 

Dear Parlimentarian,

Our church recently lost it's pastor, and it's board of directors. Upon exit, the pastor appointed 3 board members to carry on the business of the church. These board members immediately held an election to elect 7 board members. The plan was for this new board to help the church find a pastor, and get the finances in order.

Instead of trying to find a pastor, they have come up with a plan for pastoring by committee, the committee being them.

Our by-laws do not state the adoption of any specific rules of order--but how can the congregation throw these guys out and get a new board.

They have mislead the congregation for 3 months, stating they were looking for a pastor, when they weren't. This latest maneuver, presenting themselves as a pastoral committee is being done by controlling the voice of the people.

Please help. We have a special business meeting coming up in 3 days. I am prepared to speak--if I know what I am talking about.

Thanks,

Frank

Dear Frank,

Do you have bylaws? If you do what does it say the duties of the board of

directors are? Please send me that information. If you can quote the bylaws directly that would help.

The Parliamentarian

 

Dear Parliamentarian:

Our by-laws are very weak, for the situation we are now in. They were originally set up to give all of the power to the pastor.

Article 1. Section 1--Duties of officers

"The pastor shall be considered the spiritual overseer of the assembly and shall direct all its acrtivities. He shall be the president of the corporation and shall act as chairman of all business meetings of the assembly and of the board of directors.

Skipping some of the verbage--

"In the event the assembly is temporarily without a pastor, the advisory board on ministry shall be empowered to provide for its own chairman from its membership, in order to transact business for the assembly."

(In our present situation-the board of directors and the advisory board on ministry are serving the same function) (The board positions have all been filled by election from the church membership--with the clear understanding "it was there job to help us find a pastor").

In Article II

Section 1. Pastor

"The pastor shall be appointed by the board of directors." (The by-laws read this way, but we elected the last pastor-and the congregation intends to elect this pastor)

Section 4 Vacancies

A. Pastor--"Power is vested in teh board of directors at any of its regular or

special business meetings to ask for the resignation of the pastor. If he refuses-the action of the board can be confirmed by 2/3 vote of the voting membership present at a meeting called for that purpose. When a vacancy in the pastorate occurs the board shall provide for an interim minister until a pastor shall be chosen as prescribed in Section 1 above.

B. Other Officers

1. Any office may be declared vacant by an act of a majority of the board at any regular or special business meeting.

2. Grounds for such action shall be:

a. Unscriptual conduct

b. Doctorinal departure from the tenets of faith

c. Incompetency in office

d. For any other sufficient reason."

Because of the controlling nature of the previous pastor, the congregation will demand that they be allowed to vote on the pastor.

These guys knew that and were in agreement when voted into office to begin with---now they don't want to give up the power.

My hope is we have grounds for action based on them knowing the intent of the people.

Dear Frank,

You do have your bylaws to support that the interim board is not to act as a pastorate committee. It says the board is to appoint an interim pastor. That is one person, not a group of people. The membership certainly can bring this up to the board and demand that they obey the bylaw requirement.

Now about removing the board. Does it say anywhere how long they serve, for example a term of 2 years, or until their successors are appointed? Does it give the membership the right to remove?

Who has the right to amend the bylaws? If you would like to fax me your bylaws, at 253-265-1550, I would be more than glad to read them and see what we can come up with.

The Parliamentarian

 

Dear Parliamentarian:

Hello --I know this is extremely short notice and a long-shot at best, but I'm desperate! Our organization is set to have elections tomorrow and we have had a few unforeseen upheavals. Someone posted our problem to the RobertsRules.com website, but I really don't think a definitive answer has been given and we're pretty much out of time.If you could find a moment to take a quick look at the pasted text below and give me an opinion, I would be extremely appreciative.Thank you,Elizabeth Gelfman Subject:

Withdrawal of candidate before election day. Author: Richard Levy Date/Time: 8/28/01 7:50:00 AM

Reply

In my organization, there is an election for the Board of Directors on Spet. 11. There are 5 positions open, and 9 people running. The ballots have already been sent out by mail, and we are already receiving ballots with their votes on them already. A candidate has stated that he has withdrawn his candidacy and will not take office if he wins. If he does "win", does the 6th place person automatically become the 5th place person? The bylaws are silent on this matter.

Subject: re: Withdrawel of candidate before election day. Author: Jonathan M. Jacobs

Date/Time: 8/28/01 8:03:00 AM

Reply

No. Anyone eligble can be elected, whether or not his name appears on the ballot. If he would win,

and then declines, another vote would be needed (p. 430).

J. J.

Subject: re: re: Withdrawel of candidate before election day. Author: Richard Levy Date/Time:

9/5/01 12:08:00 PM

Reply

Ok... Here's the deal. In order to be eligible to run for the Board of Directors (according to our Bylaws), a person must announce their candidacy 60 days before the election. We have a Board of 9. Every year we elect 4 (for a term of 2-years) and 1 (for 1-year). This way there are 4 incumbents every year, and 5 slots up for election.

Presently 9 people announced their candidacy, and now 2 of them have stated that they are withdrawing their candidacy.

Our bylaws require that elections be done by mail notification. The election takes place by ballots which are mailed and executed in person at the membership meeting. About 60% of the ballots are cast by mail, and 40% are done in person. (Note: the majority of mailing ballots have already been sent and received).

So, what happens if one or both of these candidates are in the top 5?

Do we have a special election for just those two slots, or all 5? Is the Special election only for those remaining candidates who were on the original ballot? Can those two slots be opened up to anyone else who might want to run now? Can the existing Board simply treat the "winners" who won’t serve as resignations and replace them (which the Bylaws allow)?

Subject: re: re: re: Withdrawel of candidate before election day. Author: Jonathan M. Jacobs

Date/Time: 9/5/01 12:24:00 PM

Reply

"So, what happens if one or both of these candidates are in the top 5?"

They become elected. They can decline after election. Another vote would then have to be held, which could be done at the next meeting or, (which I not suggest because of mail ballots) at the current meeting (p. 430). The people that said they will withdraw have no obligation to decline if elected.

J. J.

Subject: re: re: re: re: Withdrawel of candidate before election day. Author: Richard Levy

Date/Time: 9/5/01 12:39:00 PM

Reply

Yes, I understand that they can decline after the election.

I also understand that Robert's Rules states a new vote can occur at that meeting.

However, if the Bylaws require numerous conditions to be met in order to have an election, wouldn't the new vote have to abide by those conditions as well?

Subject: re: re: re: re: re: Withdrawel of candidate before election day. Author: Jonathan M.

Jacobs Date/Time: 9/5/01 1:26:00 PM

Reply

Yes, you would have to abide by applicable bylaw requirements. I would worry about doing it at the same meeting because most of the votes are cast by mail ballots.

J. J.

Subject: re: re: re: re: re: re: Withdrawel of candidate before election day. Author: Tessa B.

Date/Time: 9/8/01 5:04:00 PM

Reply

Yes. I can see the problem with the fact that the ballots are mailed in, but each ballot includes a proxy which would allow each voting member to be represented by another voting member, at the meeting itself. That being the case, wouldn't it be appropriate to have the election, to replace those who withdrew prior, at the meeting itself where the members along with their designated proxy holders are represented? This would seem most in the spirit of representing the will of the membership.

Subject: re: re: re: re: re: re: re: Withdrawel of candidate before election day. Author: Elizabeth

GelfmanDate/Time: 9/9/01 3:46:00 PM

Reply

Once again, I have to ask for clarification. If the following passage appears in RONR on page 436:

"If he does decline, the election to fill the vacancy can take place immediately, unless notice is required or other provisions for filling vacancies has been made in the bylaws.

and the organization has the following Bylaw -- which I read as being a provision for filling vacancies:

6. A director may resign at any time by giving written notice to any Board member. The resignation will take effect upon the tendering of said resignation and notification to all Board members.

Vacancies shall be filled at the next regularly scheduled Board meeting providing the resignation has been tendered no less then 14 days before the Board meeting; otherwise the appointment shall be delayed until the Board Meeting thereafter. The appointment shall be a pro tempore

appointment until the next September membership meeting and must be by a vote of the majority of the Directors then in office.

-------

If what was said previously is that once the membership votes someone into office, he is in fact "elected". Is there a reason that a vacancy caused by someone declining to serve should be treated any differently than one caused by resignation or expulsion?

Elizabeth

Dear Liz,

I was at an election meeting last night. I am just reading this morning, early, 6:40am Pacific Time. If you would like to call me between 7am to 9am or after 2:30pm Pacific we could talk about this. Why don't you send me everything in bylaws and election rules by fax to look at. Also tell me what kind of organization you are and if you are governed by any state laws. Also by what vote does someone have to be elected. If it by a plurality vote instead of a majority then this is easy to solve. If it is by a plurality vote (that means the people who get the most votes) then the next candidates in line would win.

The Parliamentarian

PS. The fax number is 253-265-3499 and my person number is 253-265- 3499.

 

Dear Parliamentarian,

Thank you for your response. Our group is based in Manhattan, so needles to say our meeting for tonight has been cancelled. I'm not sure how our organization is technically classified, we are a social, educational, support group. I believe we are a non-profit corporation. Our elections are by plurality vote, those with the 4 highest votes are elected to a 2 year term and the 5th highest vote earner is elected to a 1 year term. I will put together some info and get back to you.

Thank you again!

Liz

Dearest Liz,

I hope all is well with you. God bless you.

There is no need to put anything together for me. If you elect by plurality and two members withdraw there names, then the amount of votes they receive go with them. It's as if they were never considered for office.

So if Candidate A receives 100 votes

Candidate B receives 99 votes

Candidate C receives 86 votes

CAndidate D receives 82 votes

Candidate E receives 79 votes

CAndidate F receives 75 votes

Candidate G receives 69 votes

Candidate H receives 64 votes

Candidate I receives 50 votes

If Candidate B withdraws his or her name then everyone goes us one notch. If Candidate E withdraws the same things happens.

So the slate now looks like this:

Candidate A receives 100 votes

Candidate C receives 86 votes

CAndidate D receives 82 votes

CAndidate F receives 75 votes

Candidate G receives 69 votes

Candidate H receives 64 votes

Candidate I receives 50 votes

So candidates A, C, D, F G get the two year position and candidate H gets the one year position.

Why the other person answering the question couldn't answer it correctly is because they were assuming the vote to elect was a majority vote and not a

plurality. So the entire key here is what kind of vote elects.

I hope that you and your family and friends are safe and that all is well.

The Parliamentarian

 

Dear Parliamentarian:

Thank you for your well wishes, we are shocked and horrified -- but personally

unharmed. My husband is a Fire Fighter and was called into the city and said the scene was surreal and horrific.

I appreciate your response and will forward it along to our elected parliamentarian and the person who is running the election. However, from previous correspondences from them, I get the feeling they are planning on treating this as if we used a "majority" to elect and call for a "special" election at a later date thereby allowing new candidates to declare there desire to run. Is there a way I can keep this from occurring -- some rule I can reference??  Be well --

Liz

Dear Liz,

Yes, you can raise a point of order. State that the proposed procedure is out of order. Then quote the bylaw that says the election is by plurality vote. Then quote Robert's Rules of Order Newly Revised, 10th edition page 391-392. This defines this vote. It says: "A plurality votes is the largest number of votes to be given any candidate or proposition when three or more choices are possible; the candidate or proposition receiving the larger number of votes has a plurality." It then gives the rules concerning this, mainly that it has to be in the bylaws.

If your elected parliamentarian is open minded, let them know about our company. I am a registered parliamentarian with the National Association of Parliamentarians. They can call me. Also in looking at the e-mail someone sent to be answered, they didn't give the person all the information. It is important when people want to advice, and it is imperative for the organization, they should hire a professional parliamentarian to help them. That person will ask for all the documents, review the documents and the problem, and come up with the right answer. Right now these people are thinking they have the right answer. This is dangerous and leads to very serious problems in the organization.

You can also point out to them that if what they do is against the bylaws it is null and void. So they better get some help from a professional and not just over the e-mail.

The Parliamentarian

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