Dear Parliamentarian Vol. 68 October 2001
Dear Parliamentarian Vol. 68 October 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:
Maybe you can help me on. recently a decision was made that I feel was illegal. The three directors of our group recently made a decision on our upcoming event for next year as a one day event and not two days. Our President says that this is a legal decision by our three directors and that there decision is final. He also says that the directors can make this decision. He says that he contact a lawyer about this decision, and the lawyer says it is a ok decision. I feel this is wrong. It should be the organizations members decision. Tell me what is right or wrong with this decision, and if needed, were I can go to back this up. Hopefully you can give me all the answers I need. Thanks.
Carl
Dear Carl,
I'd like to help you, but please give me more information. What kind of a group are you. Did these three directors by pass the board, by pass the membership? Please explain further. Also, if this is a traditional event, who made the original decision to have the event and have it for two days? How much power do your bylaws give the three directors?
The Parliamentarian
Dear Parliamentarian:
Our Organization here in Hillsboro WI is called (Cesky Den). We are a non-profit organization. Not only promoting Cesky Den, but Hillsboro as well. Cesky Den is held every year on the second saturday of june. Next year will be our 20th year. Held only one day each year, last year it was expanded to a two day, Saturday and Sunday. At our Annual meeting last year, It was a group decision. In deciding for 2002, the president had the directors meet to decide if one or two day. They decided it would be a one day. Per president, the Board of Directors made a final decision as that it would be a one day event, period. He feels that the three directors are the Board of Directors, which I know is wrong. So this year at our annual meeting which was held this past SUnday, our President again mentioned that the directors made the final decision that Cesky Den would be a one day event. He says he even has talked to a lawyer, and the lawyer says yes to this. We have asked for proof, but he keeps on saying that the lawyer he talked to, says that what the 3 directors says is final, and that the directors can make a decision like this. We have asked what lawyer he talked to, and he will not tell us. My supperstition is, that he did not talk to one. So per him, no discussion to be done, as it isa final and done deal. To make matters worse, at our annual meeting this past Sunday, he says nothing can be discussed at a annual meeting, so all we could do at this years meeting was the election of officers, finacial report read and the highlites of the past year. ANd that is it. So you can see what kind of problem we have here. The President came out last August and said that he was against and still against a two day event. And the three directors have the same feeling. So you can see what kind of problem we are having. No these directors really have no authority at to make final decisions per our by laws. They are part of the Board of Directors which also consist of the PRes, Vice PRes, Sec & Treas. They can plan things for the event and then present it to the group for our approval. In this case, it was not done. Per our bylaws, the group is to make the final decision on things like this. But when you have a president like this, what can you do. SO what I want to do is find out what and who is right. Looking forward to your help.
Carl
Carl was asked to send his bylaws which he did.
Dear Carl,
I'm afraid your president is right. Your bylaws give the power to four people. They get to appoint the chairmen of the committees who are the board members. You bylaws state that the only business conducted at your annual meeting is election of the three officers - president, vice- president, secretary and treasurer.
Evidently your president last year had a better sense of democracy than your president did this year.
This will not be solved until your bylaws are amended. I see many things wrong with these bylaws. If you would like to talk about it sometime, my phone # is 253-265-3499.
I would suggest that you persuade members that the bylaws need to be revised giving some power to the membership. I also found it appalling that only the board of the directors can amend the bylaws.
I would also advise you to find out what state law or code that your organization is incorporated under. Then look to see how much power that code gives the board of directors. If it gives the members the right to amend bylaws, then that will take precedence over the bylaws.
If you don't fix this correctly you are going to continue to have power problems with your elected officers.
The Parliamentarian
Dear Parlimentarian:
Would you kindly answer a procedural question? I would like to know if there is any distinction between the right to vote and the right to participate procedurally, i.e. to make and second motions? More specifically, if bylaws preclude a member from voting, does that voting preclusion necessarily bar the member from making motions? Please advise and, thank you.
Judith L. Bomster, Esq.
Dear Judith,
Good question, could you send me the bylaw that states this, please. thanks.
The Parliamentarian
Dear Parliamentarian:
I have been struggling with this question for some time and would appreciate any insight you may provide.
The blaws at issue state that members of the General Assembly who qualify for appointment to the Board "shall be entitled to all the rights and privileges of any member of the Board of Directors except that they shall not be entitled to vote in matters before the Board of Directors."
Are you aware of any texts or reference materials that discuss the nature of the relationship or any distinction between voting rights and the rights to make motions and procedurally participate in meetings? Are they inextricably intertwined or separate? I have copies of Robert's Rules,
Deschler's Rules of Order, Sturgis ' Standard Code of Parlimentary Procedure and Keesey's Modern Parlimentary Procedure to which you may refer, and access to additional materials. Thank you in advance for your assistance.
Judith.
Dear Judith,
Thank you for giving me this information. We just discussed this at our local parliamentary chapter.
I have one further question. Do you know what the intent of the bylaw is? Is it to have general assembly members give another view to discussions? If you know what the intent is, then that might help too.
Also what is the current practice on the board? Are they allowed to make motions, debate? What other rights and privileges do they have? This bylaw seems all inclusive to me except the right to vote. I will do further research and get back with you on this one. I would appreciate the other questions answered to help with the answer.
The Parliamentarian
Dear Parliamentarian:
The intent was to allow the non voting members the right to fully participate in discussion, without effectuating decisions at the board level. In addition, they currently cannot move motions but are allowed to debate and comment on issues presented. The rights of the directors are not specifically identified in the bylaws. However, the bylaws state that the business of the coproation will be managed by the "voting directors". In addition, the legislators have the right to vote, under certain sub-committee rules, as members of those specific sub-committees, only for the purposes of making recommendations to the full board. Once the matter is raised at a full board meeting by a voting member, however, the legislators have no voting rights. Thank you. I appreciate the consideration you have given to this matter.
Judith.
Dear Judith,
Thank you for the information. You have now given me enough information to answer your question.
The non-members of the board have only the right to participate in discussion. On page 570 of Robert's Rules of Order Newly Revised, 10th ed. it explains the principles or interpreting the bylaws. On line 22 it states: "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." Since you know what the intention was when the bylaw was adopted, then that should stand until the bylaws are amended to give the non-members more rights. If there is a question about this or there might be a future question about this, someone needs to write down what the intention of the assembly was when it adopted the bylaw. This will help future members of the board.
The Parliamentarian
Dear Judith,
I have a post script to your other general question about the if a non-voting member can make motions and debate. This question has been answered in one of our NAP Journals but our parliamentary members did not agree with the answer. I am doing further research on this. When I come to some conclusion I will fax you what they wrote and what our conclusion is. But in the particular case that you have described "intent" takes precedence over anything else.
The Parliamentarian
Dear Parliamentarian:
I appreciate your patience with my questions and offer this to the analysis. If interpretation of the bylaws drives the answer, would it then be necessary to determine whether the right to make motions is in the same "class" or of a lesser/greater "class" as the right to vote for purposes of prohibitions in bylaws discussed at RROR p. 572 10th ed.; these rights, along with the right to debate, are separately listed within the definition of a member at RROR p. 3.
Judith
Dear Judith,
I will fax something to you. You will be surprised that you are on the same track at the NAP. However, there is a difference between a member and a non-member. Members have the right to make motions, debate, and vote. However, on page 3 of what you quote line three states, "Some societies define different classes of 'membership' , not all of which may include this status."
When members have no voting rights, the example that I am sending you, is a member at large being a non-voting member of the assembly. The question is does the person have the right to discuss?-- which the answer by NAP is yes. But does the person have the right to make a motion? This I believe is where "intent" of the bylaw comes into play.
Often organizations allow non-members of the board of the organization to be on the board to have input from the general membership, and that is all. But remember that a member of an organization is not a member of the board unless elected to that position. Robert's Rules and other authorities write about non-members of an organization being giving the status of "Honorary Member"--see page 447. These members have the right to come to meetings and debate but not the right to make motions and vote.
I think the important question to ask is why the bylaws make a provision for a certain class of membership which has no voting rights? If you can answer that question, then you can answer, "does this member then have the right to make motions, and debate?"
By using the quote on page 572, # 6 especially, "and also permits things of the same class that are not mentioned in the prohibition or limitations and that are evidently not improper." Then one could reason that debate and making motions are allowed. However, if the intent of the bylaw was just to allow the member to give input and that is it, then it is my opinion that is all the person can do. It is important when writing bylaws that they be made very specific.
One thing that I've discovered in my study, practice and research on this subject is look at the intent of what is trying to be accomplished. That usually helps clarify these questions or solve problems in most cases.
I will continue to look into this matter. If I discover anything more I will let you know. Thanks for asking good questions.
The Parliamentarian
Dear Parliamentarian:
WE HAD OUR PROPERTY OWNERS MEETING LAST SATURDAY. TURNOUT WAS HEAVY. OUR PROBLEM IS THAT OUR BOARD MEMBERS TO NOT COMPLY WITH OUR VOTES. EX. OUR SEC./TREAS. HAS NOT COMPLIED WITH OUR VOTE THAT HER OFFICE IS TO BE MOVED FROM HER HOME TO OUR NEWLY BUILT COMMUNITY CLUBHOUSE. WE ALSO HAVE EXPRESSED THAT HTE BOOKS BE AUDITED AS APPROX. 15K OF COMMUNITY MONIES APPEARS TO UNACCOUNTED FOR. THE BOARD IS RESISTING THIS REQUEST. IS THERE ANY THING THAT WE CAN DO TO FORCE THESE ISSUES. THANK YOU,
JEROME FELDMAN
Dear Jerome,
First of all do your governing documents say that the books are to be audited and if so by whom and when? Have you checked the state codes concerning Homeowner's Associations and if they specifically state anything about an audit of the books? Does your association have an attorney on retainer? How much power do your state codes give the board versus the members and what do your governing documents say about the members deciding issues?
The Parliamentarian
Dear Parliamentarian:
First, thank you again for your past help and assistance in answering previous questions. Your help has been appreciated. Secondly, I have another question. The President of our organization is now asserting that she is an "ex-officio member of the Board" by way of certain references she has presented that are apparently from an earlier version of Robert's Rules and our Bylaws. Our Bylaws state:
"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."
It seems clear that the Bylaws provide that she only be an ex-officio member of all committees -- not the Board -- and there is nothing additional in the Constitution or Bylaws that relates in anyway to the assertion that she is an ex-officio member of the Board. state that the President can be an ex-officio member of committees as well as of the Board for her to have that position or right. Your evaluation on this would be appreciated.
As to the references shereferred to, I found the exact same questions and answers or similar references in your new book Robert's Rules of Order Simplified and Applied, here they are:
1. page 283, second Q and A.
2. page 303, both A and A's under the title "Ex Officio Officers and Members.
3. page 166, the sections entitled "Bylaws and Boards" and "Board meetings".
4. page 169, the section entitled "Ex Officio Board Members".
I personally see nothing in those references that says that our President can be an ex-officio member of the Board based upon our Bylaw quoted above. The only possible association she could possibly make is on page 170 first full paragraph wherein it refers to the President being an ex-officio member of all committees.
That paragraph seems to have been misunderstood, in my view since the subject is the Board. I may be wrong, but it seems she has drawn the wrong conclusion from it that she is an ex-officio member of the Board. Anyway, your help on this would be appreciated, regardless of my views on the matter. We need to understand the rules and abide by them accordingly. Thank you in advance for all your help!
Ruth
Dear Ruth,
Before I answer, please e-mail back what the bylaws say about who is on the board and how it is selected.
The Parliamentarian
Dear Parliamentarian:
Here is what our Bylaws say about who is on the Board and how it is selected.
In the Constitution:
Article III - Officers
Section 1. (a) The officers of this organization shall be a President, Vice-president, Secretary, Treasurer and a Board of Directors consisting of six (6) members.
(b) The term of office for board members shall be for a period of two years; three members being elected at the annual meeting each year. The present board of directors shall determine by lot in order that three shall serve for one year and three for a two year term.
In the By-Laws
Article I - Duties of Officers
Section 2. The Vice-President shall preside in the absence of the President and shall fulfill all other duties of the President if the President is ill or otherwise unable to perform the duties of his office. The Vice-President shall also be chairman of the Board of Directors. Ruth
Dear Ruth,
Thank you. Your president is not an ex-officio member of your board, only of committees. The board members are considered part of the officers of the organization. It does not state that the president is a member of the board.
The Parliamentarian
Dear Parliamentarian:
At a recent Association Board meeting new members of the Board pointed out the Board had too many members according to the Bylaws. At that time one of the established members said that his attorney's opinion was, in esense, "The Board had been functioning this way for years and Precedent had been set and would Over rule the bylaws." I realize this is an "Attorney's Opinion". But even after 10 years shouldn't the Bylaws still be the standing rule, unless they have been amended in the Bylaws following proper procedure to allow for the extra Board member?
JT Larsen
Dear JT,
Thanks for writing. I have done some more research. In the past I would have quoted exclusively from Demeter's Manual of Parliamentary Procedure because Robert's Rules of Order Newly Revised had nothing concerning this question. However, the new edition of Robert's does address it somewhat. The 10th edition states this:(page 17)
"In some organizations a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule of order. However, is such practice is or becomes in conflict with the parliamentary authority or any written rule of the organization, and a Point of Order citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with, unless a special rule of order ( or, in appropriate circumstances, a standing rule) is added or amended to incorporate the custom. If there is no contrary provision in the parliamentary authority or written rules, the established custom should be adhered to unless the assembly, by a majority vote, agrees to do otherwise."
Now this is what Demeter says in his Manual, page 243 "Force of custom. Custom has the force of law in voting procedure as in other areas, until it is ordered stopped by action of the body. To be adopted, motion to discontinue an established custom requires a 2/3 vote without notice or a majority vote with notice." Then he gives two examples. One that has no bylaw provision and the other that has a bylaw provision. I will quote the later:
"The bylaws of an organization read, "Notice of meetings shall be mailed by the secretary to al members," but instead of mailing such notices, the secretary has for years been placing the notice in the members' pigeonholes at the clubhouse.. At a certain contested election, member C is elected president over the opposition's candidate, and the opposition contends that 'The election of C as president is void because tonight's meeting notices were not mailed to the members as required by the bylaws.' However, the election of C is valid, because the bylaw has been continuously ignored for years and may not be suddenly and unexpectedly invoked to invalidate and thus disfranchise members at this election."
Now the problem that you have is, "Who do you remove from office to comply with the bylaws?" This is what I suggest: That at the next election you point out the bylaws and what the members have done. If your authority is Robert's Rules of Order 10 edition, then follow the bylaws at that time and only elect members for the number of positions stated in the bylaws. I would also show this to your attorney and see what he says.
The Parliamentarian
Dear Parliamentarian:
Can a vote be valid on an issue that in not on an agenda? Please reply:
corgi@oasisonline.com
Dear Vivian,
Yes. An agenda is just a guide for the meeting. Members have the right to bring up business under new business even if it is not on the agenda. The only exception might be if the organization adopts an agenda. But in that case someone should have raised a point of order at the time the motion was made. It is too late now. The only thing you might be able to do is make a motion to rescind at the next meeting. That takes a two thirds vote if no previous notice is given and can only be made if it hasn't been carried out..
The Parliamentarian
Dear Parliamentarian:
My question involves head table seating protocol in a multi-level organization - the structure being this:
Local Organization - District - State - National
What is the protocol for seating a State Officer at a general Local Organization Meeting when the State Officer is a member of that Local Organization? Should she be seated at the head table for every Local Organization Meeting she attends at that level? Any assistance you may provide is much appreciated.
K. L. Schmiech
Dear Karen,
I don't have much in my library about protocol. However, I asked one of the members of my Evergreen Parliamentary Research Unit. She is involved in many organizations. This was her response. If the member is attending as a member then there is no recognition. However, if the member is attending in the capacity of the state office then there is recognition of that person. Hopes this helps.
The Parliamentarian
Dear Parliamentarian:
Please answer soon for me if you can. I have loaned my book to another member and I desperately need an answer quick.
The president of our club has resigned (our year ends Oct. 31, 2001), and the president was nominated and elected Sargent at Arms for year 2002. My question is "can't that person serve her term next year (2002) as Sargent at Arms"?
I'm telling you The Parliamentarian, you were right about not voting via email. Our stock club is about to crash. They have gone wild and I'm trying to make peace for our group as an investment club and still remain friends. Thanks so much,
JUDY GREENE
P.S. I have given all members your website and I think this is going to help them understand, etc.
Dear Judy,
Why did she resign early? Since there are a few days left in the month can the newly elected president step in?
The Parliamentarian
Dear Parliamentarian:
The President resigned Oct 6, 2001 (which is me). These women were driving me and other members crazy and I could not stand all of the conflict. There is so much conflict with the newly elected president. The group is practically divided into two groups (7 and 8) it's very stressful. Please let me know if I (Judy Greene) can still be Sargent at Arms for the year 2002? I DO want to hold this office for 2002.
Thanks, JUDY
Dear Judy,
These two offices are not related. Just because you resigned the presidency early doesn't mean you can't serve your term as Sargeant of Arms. The only thing that would prohibit this is if your bylaws have something that prohibits it.
The Parliamentarian
Dear Parliamentarian:
I am President of a local Civic Group. Some of our members are not comfortable with making motions the way Robert's Rules says we should.They would prefer to have all discussions before making the motions. Our consititution under Parliamentary Procedure says
,"All questions of parliamentary procedure not covered by these By-Laws shall be decided according to Roberts Rules."
In trying to come up with a solution so we all can make motions the same way, one of our charter members has a proposed addition to our Policy and Protocol. It is the following:"
Members shall make proposals and suggestions regarding donations, participation in community events, or other such matters as concerns the organization, prior to making a motion. All such business shall be discussed. When President is assured that all discussion pros and cons has been completed, she will then ask for a motion regarding the proposals. After motion has been made and seconded, she will again ask if there are any more comments and if there are none, then she will procede to take a vote. I would just like to make sure this is appropriate to do. My feeling is that each group has in their by-laws any way they want to run the meeting and then what is not listed in the by-laws can be followed according to Roberts Rules. Is this an appropriate thing to do? Or should we absolutely always follow the procedures listed in Robert's Rules?
Barbara
Dear Barbara,
Your policy and protocol rules are just the opposite of what Robert's Rules states as the proper procedure for making a motion, handling discussion and the vote. Why Robert's doesn't handle motions this way is because it wastes time, and members do not know exactly what they are discussing because it hasn't been phrased in a motion. However since you have written rules concerning this, then you need to change these written rules by whatever procedure and vote are in your policy and protocol documents. If no procedure is given, then it is the same as the motion to rescind -- previous notice and a majority vote. However, if this is working for your members and not taking a lot of time, then I doubt whether the members will see any reason to change the procedure.
The Parliamentarian
Dear Parliamentarian:
I have been using Robert's Rules of Order (for homeowner's association meetings) and the question has come up as to whether the president/chairman of the meetings can make motions from his position as chairman. Robert's Rules of Order seems to imply that the chairman can't, but it is not specifically stated. Can you clear it up? Thanks very much.
Brooke McEldowney
9 Chickweed Lane
Dear Brooke,
In a board meeting the chairman can make motions, discuss motions, and vote on motions while in the chair. What Robert's Rules book are you using? Look under boards and rules in small boards for these answers.
In a meeting of the entire association, the chair is to remain impartial. The chair can give information, correct, information, and make rulings. The chair can not discuss a motion in the chair. So different rules for two different type of meetings -- board meetings and members meetings.
The Parliamentarian
Dear Parliamentarian:
On the off chance that my e-mail did not get through, am going to re-send it. In response to your earlier E-mail to send the exact wording of the bylaws regarding amending and adopting bylaws, here are the exact articles stated in the bylaws"
In Article I - Duties of Officers - Board of Directors -, Section 5 (b) it states: "To adopt such by-laws for the government of this organization as may be consistent with this constitution and designed to carry out the objects of this organization."
(Please note: This quote is from the bylaws and not the Constitution. The Constitution and bylaws are poorly written.)
Later in the bylaws it states in Article VIII, Section 1 the following" "These bylaws 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."
That's every reference to the adoption and amending of bylaws. There is no other article either in the Constitution or the Bylaws that relates in any way whatever to this subject. Nothing in any of these documents even remotely sheds additional provisions or information on this subject -- and the objects of the Constitution deals only with membership -- type of membership, dues, and who can join. Nothing further.
So the question is: Who is or can actually adopt bylaws? Who from the above, has the responsibility to actually write the bylaws for amendment by the assembly?
Currently, the President has appointed her own choice of members to write new bylaws even though she doesn't seem to have the power to appoint any special committee to do so and no provision is given for the president to appoint committees in the bylaws or constitution or in the charter. To our knowledge she is acting illegally but that is what we have to deal with.Any guidance you can give on the above questions would be greatly appreciated. Thank you very much in advance.
Ruth
Dear Ruth,
If you have the official book of Robert's Rules Robert's Rules of Order Newly Revised, 10th ed., please look at pages 570 to 573, especially #3, on page 571.
This is about the interpretation of bylaws. You question fits this answer: "A general statement or rule is always of less authority than a specific statement or rule and yields to it." Giving the board the ability to amend bylaws is general. The one that states that members vote and that the proposed amendment must have previous notice takes priority. So if the board wants to amend the bylaws they must give the members previous notice and let them adopt by a majority vote. The board does not have the power to change the bylaws without membership approval. So perhaps the intent was that the board originates bylaws which have to do with the general welfare of the origination and then submits them to the membership for approval. I would suggest that the bylaws be amended so that it is not confusing.
The Parliamentarian
Dear Parliamentarian,
At a recent meeting I attended, a motion was made and seconded to refer an issue to committee. Later in the meeting, it was suggested that the motion be withdrawn. The person who made the motion refused; however, the person who seconded the motion withdrew his second. This allowed the motion to be considered as withdrawn. Was this proper procdure?
Wendy Whitcomb
wwhitcomb@sewrpc.org
Dear Wendy,
Absolutely not. You can't withdraw a motion that has been temporarily disposed of. The members voted to refer it to a committee to investigate. Your members don't understand basic parliamentary principles.
First a second only means "I am in favor of hearing it discussed" -- not I'm in favor of the motion. Only the maker of the motion can withdraw a motion. And that can only be done before any vote is taken or a motion of higher rank is made.
I hope that the members voted to refer the motion to a committee. Every motion that is made must be voted upon. Why don't you suggest that your group by our video Parliamentary Procedure Made Simple: The Basics, and our book, Webster's New World Robert's Rules of Order Simplified and Applied. I'm sure these would prove most helpful to your organization.
The Parliamentarian
Dear Parliamentarian:
I was wondering if someone could help me out. I am a president of a CUPE local. In our by-laws it states that you must attend at least 50 % of regular meetings to be able to run for office. We must have 7 meetings every year. We had a meeting last March and we did not have a quarum. Therefore there were no motions, but we still had an informational meeting. Is this an official meeting? Or because we did not have a quarum is it not a meeting. We were only 1 person short. Thank you. I appreciate if someone could reply.
Dale Koski
dkoski@mix105.net
Dear Dale,
I've been thinking about your dilema. PLease give me the following information: Do you keep a record of people that attend the meeting? Do they sign in? Do you take a roll call? Please let me know.
The Parliamentarian
Dear Parliamentarian:
We keep a sign in book, everyone who comes must sign in with their union #, We then take a roll call of union officiers. When we do not have quarum we then have an informational meeting, where committees give reports etc. The only thing we do not do is conduct any business that needs to have the membership vote.
I appreciate you help. If possible, I need this information by Friday Oct. 12th. night. Sorry to put the pressure on.
Thank you
Dear Dale,
In Robert's Rules of Order Newly Revised, 10th ed., PAGE 336 LINE 28, "But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened -- even though it had to adjourn immediately."
Now this is how this statement applies to your situation. Your bylaws state that you have seven meetings a year, and to be considered for office you have to attend a majority of the meetings which is four meetings. You also have people sign in at the meeting. So even if you didn't get a quorum you still have a record of those who were there. I would say that this meeting counts for someone who was there even though you didn't have a quorum. It also counts against someone who wasn't there.
It also can't be said that you've only had six meetings instead of seven meetings. I hope this helps.
The Parliamentarian
Dear Parliamentarian:
I'm a board member of an HOA. Another member said we should have our HOA attorney attend the annual meeting to oversee the voting process. Since he is considered to be a court officer in the state of Florida it would be wise to have him attend or preside.
What's your comments on this. I don't think it's necessary. The attorney charges for his time at the meeting. Our documents makes no mention of this requirement. Thanks in advance for your help,
Charlie Tiano
Dear Charlie,
Are you having problems with your election process? Do you have an experienced Teller's Committee to count the ballots? Have they been trained in this procedure? Do they know how to handle proxy vote? Do you have someone trained to register everyone and see that you don't have someone handing in a proxy and then attending the meeting and voting twice?
If you don't have trained people, then spending the money for an attorney who knows this process will ensure the integrity of the election.
Did you see our WEb Site <parli.com> about Homeowner Association Elections? See blue side bar, scroll down to "Homeowners Associations" and go to Volume 2, Issue 2. It's all about our last board election. You might find it helpful.
Perhaps if everyone is informed and trained, the president would not be so fearful about conducting it. Also our video "Nominations and elections" is helpful. I used it to train our Association's Teller's Committee. It doesn't explain anything about proxies, but the counting and recording of the ballots is helpful. The principles it explains are applicable to any form of balloting. The Web article shows our Teller's Report and how the proxies were handled with the other ballots cast at the meeting.
If you bought the video and used the Web article you might have enough information to train everyone and not have to hire the attorney. Then the training materials could be used every year once the investment was made. You could have the attorney look over how you do it, then put it in a standard form that can continue each year. Look at this as an investment in preserving honest elections.
The Parliamentarian
Dear Parliamentarian:
I need some information on the budget process. I am a board member of a homeowner association. Were having a special meeting where the budget will be presented to the membership. The budget was prepared by the Finance committee, I believe the president may have had input.
My question is: Should the Finance committee submit the budget to the board for discussion and approval before the meeting is opened to the membership for discussion. Shouldn't I receive a copy of the budget before the meeting so I can review it? Please answer this e-mail as soon as possible because our meeting is scheduled for Monday. Thanks in advance,
Charlie Tiano
Dear Charles,
Do state laws tell how the budget is to be adopted? In our state, the state laws has a very specific procedure to follow. So before I can answer this question you need to look at the statues concerning the budget if there is any. If the state statutes don't address this issue what do your bylaws state about this? If your bylaws or rules don't state anything, let me know that too. Then I'll respond.
The Parliamentarian
Dear Parliamentarian:
Thanks so much for your information and assistance. Our club is having a hard time right now. With 15 women it's hard for everyone to be in unison.....Thanks,
JUDY GREENE
Dear Judy,
I think a lot of clubs are having a hard time right now. Unity is the big key. We all have to learn to put aside our personal agendas, pickiness, and self-righteousness and work together!!! I think it's helpful when this happens in an organization for the group to go back and read what the purpose of the group is and why it is formed. Unite around the original purpose. Get people enthused again.
The Parliamentarian
Dear Parliamentarian:
In our bylaws, Article I, Section I, 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."
In Robert's Rules of Order, 10th edition, it seems clear that the President cannot constitute or name any standing committees on his own. The bylaws would have to be amended to add additional standing committees to what has already been established in the bylaws.
We have a situation pertaining to the power of the President.
Does the President have the authority to name or constitute a committee ouside of any regular or special meeting of the assembly and appoint members to such named or constituted committee without the approval of the assembly?
If so, can such a committee confer with the President, seek permissions and direction from the President, or is this the sole province of the assembly?
Any help you can give to clarify matters on this type of activity would be gratefully accepted. Thank you for your time and attention in reading this.
Gail Whaley
Dear Gail,
You have quoted me Article I, Section I of your bylaws about the President. Do the bylaws or other governing documents give the president any other duties?
What do you bylaws state about the creation of committees? Do your bylaws have a section on committees? If so does it state, that the assembly can created any other committees as needed?
The Parliamentarian
Dear Parliamentarian:
In response to your question, "Do the bylaws or other governing documents give the President any other duties?" Yes, the bylaws give the President the right to appoint the chairman of the three standing committees established in the bylaws -- the Program, Refreshment, and Membership committees. No other duties are mentioned or granted to the President except to call special meetings.
As to your other questions, there is nothing in the bylaws about creating committees in any regard, by the President or the assembly. It only mentions that the Constitution and Bylaws can be amended by a 2/3 majority vote.
The bylaws do have a section on committees but only on standing committees that they establish -- i.e., they only name the committees and that the President can appoint the chairman who can then choose other members. Nothing further can be implied or construed from this article on committees. Thank you for reading this.
Gail Whaley
Dear Gail,
The president can't create a committee. If a special committee needs to be created this can only be done by the membership. Someone needs to make a motion to the create the committee (this is a special or ad hoc committee) to do a particular task. Since the bylaws don't state that the president appoints the chairman of special committees, then it is my opinion that the assembly would also include in the motion who appoints the committee or the motion includes the names of the committee members.
The Parliamentarian
Dear Parliamentarian:
Thank you for addressing this issue and sharing your opinion about it with me. I will, of course, share this information with other members of our organization who are endeavoring to follow the proper parliamentary procedures our governing documents call for. Your views have helped us a great deal in making progress toward the right direction. Once again, I thank you and appreciate your time and attention invested into answering my questions. Most Sincerely, Gail Whaley
Dear Gail,
I found something that may help you even more. If you have Robert's Rules of Order New REvised, 10th ed., look on page 572. #5. It says, "a provision granting certain privileges carries with it a right to a part of the privileges, but prohibits a greater privilege." So your president can appoint chairman of standing committees but does not give the president the right to create a committee or appoint special committees.
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. Ifthat 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 Deborah,
Thank you for seneding me your bylaws. I have read the membership ection. You are correct in the reading of your bylaws. With each membership comes one vote. So in a family membership, one member of the family should be designated to vote for the family. In a couple membership, one of the couple should be designated to vote for that membership.
In your case, it is incorrect for a group to vote on what their bylaws mean. The bylaws are very specific in stating that "Each membership shall have one vote only at a meeting of the members." If those who don't agree with this bylaw want to change it, then they will have to propose an amendment to the bylaws. They will have to give notice of the amendment change and two-thirds of the membership voting at a meeting can change it.
The correct parliamentary procedure in this case is when the vote is taken for the presiding officer to state how it is done-that one "membership" shall have the right to vote. The chair is making a ruling. If someone appeals from the decision of the chair, the chair states that the appeal is out of order because the bylaws are very sepecific about this situation. On page 248 of Robert's Rules of Order Newly Revised 10th ed., it says "when the chair rules on a question about which there cannot possibly be two reasonable opinions, an appeal would be dilatory and is not allowed." The presiding officer should also let the members know that they could propose an amendment to the bylaws concerning this bylaw.
The Parliamentarian
Dear Parliamentarian:
I thank you for reviewing our bylaws and for your response to my e-mail. I'm sorry that I was not clear about my question. I understand that the bylaws now provide for one vote per membership. In working on the bylaws committee to recommend amendments to the bylaws, some have suggested that we CHANGE one vote per membership to allow for more than one vote per membership. In other words, some want each membership to be permitted two votes (i.e., husband and wife to each have a vote), and one committee member has suggested that we allow children 18 years old and older to also vote. What is it that governs the one membership/one vote concept? I can find nothing in parliamentary procedure, and I find nothing in the CT Statutes. I know that other private clubs, for example golf clubs, permit one vote per membership, and that condominium associations allow one vote per condominium owned. There are two members of this committee who feel that the constitutional rights of their spouses and children are being denied because they are not allowed to vote as well. I've already pointed out that allowing every individual club "person" (member) over the age of 18 to vote would thereby give more weight (power) to memberships comprised of several adults over 18. This would lean heavily in favor of traditional family memberships (husband and wife) versus families with a single head of household, and individual memberships. In addition, the more children over 18 in a household, the more votes that household would have. Thanks for considering this.
Deb Shaffery
Dear Deborah,
It is a parliamentary principle that each member get one vote. This is a principle of democracy. For example, in Robert's Rules there is a section warning against proxy voting. The reason for this is that one member can collect the proxies of absent members and control the votes. Another case about voting is that the president gets to vote in a ballot vote. There is another rule that says the president breaks a tie vote. These are general principles. However, if in a ballot vote, there is a tie, and the president voted with the members, he can't break the tie vote because he doesn't get to vote once as a member and then again as a president. Only one vote comes with each membership. In the case of a tie vote, where the president has already vote, the motion is lost.
What you are debating is really a basic parliamentary principle. The members can decide if they want to give everyone over 18 the right to vote. So what you need to do is just be more convincing in your presentation of the facts.
The Parliamentarian
Dear Parliamentarian:
Thank you again for keeping up with these questions.
If each MEMBER of the Club were allowed to vote, i.e, myself, my husband, my daughter who is 20, how do we justify permitting three votes from my household, but only permitting two votes from another household which is comprised of a husband and wife, or a single parent with a child over 18? Is this not unfair? I pay the same MEMBERSHIP FEE for my family as does another family which might have fewer persons over 18 years of age. How would we be justified in allowing more votes from my family than from a different family when we both have paid the same membership fee? If it is a parliamentary principle that each MEMBER can vote, is it commonly accepted, then, that private clubs, associations, etc. have traditionally written into their bylaws that each MEMBERSHIP is allowed one vote, rather than each individual member? For purposes of our discussion, MEMBERSHIP categories are outlined in our bylaws: Family, single-parent family, individual, couple, etc. When I use the term MEMBER, I refer to each individual member of the club, i.e, each individual person who is a part of each individual membership category. Everyone who permanently resides within the household of a family or a single-parent family is a member of the club also, such as a live-in nanny, a live-in grandparent, an unmarried partner, a foreign exchange student. Thank you.
Deb Shaffery
Dear Deborah,
Right now in your bylaws a voting member is a "membership"--meaning that a family membership only one person in the family can cast the vote. At this time in your bylaws if two people voted in the family membership then that means a "member" would get two votes, which is contrary to parliamentary principles.
If your members want to have every individual person vote no matter under what plan they have joined, then they need to amend the bylaws. I believe that is what the debate is all about. So instead of one family casting one vote, each member of the family could cast a vote. So in essence if a family had ten members, and another family had only three members, and the entire family voted the same way, one family could have more influence over your affairs than another family or even other members.
The point that I was trying to make in the previous e-mail is that it would be unfair to have the bylaw changed. Right now your bylaws do not give any one group more power than another. You are going to have to convey this idea to the membership. If every individual gets to vote, then one family or a few families could end up controlling the organization. This is undemocratic.
The Parliamentarian
PS. You are just going to have present this argument in a logical way and appeal to the member's ability to reason.
Dear Parliamentarian:
Thank you for the clarification. We were getting all tangled up in our jargon with our e-mails going back and forth!
And I did understand your previous comments about the proxy votes and the president either voting in the first ballot vote, or waiting and voting to break a tie if necessary, but that the president is not permitted to vote twice. I definitely am clear on that. Now, a question about the president voting versus not voting--would the same principles apply to any COMMITTEE on which the president sits? Our president happens to sit on the bylaws committee (but is not the chair of that committee). A second question I have come upon is this. I read a cautionary statement on page 331 of your new book. "Everything in the propsed revision is open to change by the membership, not just the changes that the committee proposes making to the previous bylaws." Do I understand this statment correctly in that if Article II Section 1 has a proposed change, but Article II Section 2 is not changed, that Article II Section 2 is also open to revision by the membership? I cautioned the committee about this last week, but I want to be sure I am clear about it.
This also raises another question. If there is a grammatical mistake or a sentence in a section that can be written more clearly, without the essence of the bylaw being changed, do we open that section up to scrutiny by the members simply by suggesting a correction in grammar or spelling? I feel that these revised bylaws will be a reflection of the committee and I hate to think that we have to leave grammatical errors and dangling participles in place as they are. Again, thank you for your help.
Deb Shaffery
P.S. I purchased your new book last week at Barnes & Noble: Webster's New World Robert's Rules of Order Simplified and Applied. I'm enjoying it very much, although I have not yet had opportunity to read it cover to cover. It has already been very, very helpful because it anticipates and clarifies confusing principles in a straightforward manner. In addition, it is chock full of great suggestions!
The Parliamentarian:
Dear Parliamentarian:
Thank you for the comments about our book. Before I answer the question about bylaws send me an example of the bylaw that has incorrect grammar and then your proposed change. About the other changes, are you proposing a revision of the bylaws (replacing current bylaws with new bylaws) or are you proposing individual amendments to different articles?
Now about the president serving on committees. If the president is a regular member of the committee, he or she has the same rights and obligations as other members. The president in this case is not serving as president on the committee but as a regular member of the organization on the committee.
If the president serves because the bylaws state the president is ex officio member of all committees, then the president does not have the same obligations as the other members, i.e.. coming to all the meetings and actively participating. This provision allows the president to attend committee meetings to see how things are going, have an understanding of what each committee is doing and how they are progressing with any assignments that the assembly has designated them to do. As ex officio member, the president can make motions, debate and vote, but never breaks a tie vote in the committee. And the president never takes the committee chairman's place whose role is to preside and to break tie votes. Ex officio member is just that-- a member.
A chairman is always the chairman and has the duties of being chairman of the committee, calling the meeting to order, presiding, directing the committee.
The Parliamentarian
Dear Parliamentarian,
As the Secretary of a Minor Hockey Association, I have a few Questions re procedure that may assist me in making some important decisions. 1. We have a constitution and bylaws which indicate that anything not covered is referred to the Provincial Associations Constitution and Bylaws. From there it is referred, ultimately to Robert's Rules. 2. We have an Article which states " If conflict in he executive arises, the decision on coaches will be made by an outside body to be determined by a two thirds majority of the Executive." Question: If a conflict arises, ( i.e., one member has a relative involved in a decision making situation and another feels he should not vote.), the meeting is shown /read the above article, the president does not call for a motion on the conflict and the member votes. What are the problems with this proceeding? How do the rules apply? Coach 'A' wins over Coach 'B' 3. There is further discussion and voting on various coaches, however, no motion is made to accept any of the decisions. Are any of these votes/selections valid without a motion to accept the votes or selections. No motion was made prior to discussing or taking votes.
4. At a following meeting the minutes are read, indicate the conflict, are discussed, moved, seconded and accepted unanimously. A member rises on a point of order noting the conflict article and eventually, after a motion to table to research and seek advice was defeated) seek moves (seconded) that the vote be retaken. Discussion involves contacting the author of the constitution and advice is received that there was a conflict in that the executive member concerned should not have voted. All agree that there was an error in procedure and the vote is taken. Coach 'B' wins over coach 'A.'
5. Coach 'A' , upon notice files an appeal with an executive member Grounds unknown), minutes of the previous meting not read an accepted to date. The President calls for a Special Meeting and notice is served to all executive members.
6. Article 7. APPEAL: Article 7.1 of the constitution states " If a decision is handed down by the Association executive, it can only be appealed to the (Provincial) Minor Hockey Counsel and the appeal decision of the (Provincial) Minor Hockey shall be binding. There are no other appeal provisions. Can the Executive entertain this appeal?
7. On voting: A quorum for this body is 6. If a member leaves before the meeting is over is his / her earlier attendance now counted for a quorum for the latter part of the meeting? Is a non-voting member counted as a part of the quorum? Is an abstention voter ( due to conflict or otherwise) a part of the quorum.
8. How does a meeting end if there is no call for adjournment and all parties depart?
I very much appreciate your reply to these questions. It is clear that we need reference materials on these matters. Could you please recommend some essential books or other media that would be useful in light of the above Questions?
Thanx,
Paul Mac Leod
Dear Paul,
Does your League have a parliamentarian or someone higher up to ask to help you resolve this conflict? If not, where are you located?
After reading your e-mail, it sounds like you have decided where there is a conflict of interest a voting member should not vote. So the question right now is can the member appeal the decision and if the member appeals what should the chair do with this appeal. It appears that your governing documents he as the right to appeal to a higher body. The chair has an obligation to accept and send it to the higher body.
So is your group the higher body?
Now let's take some of the procedural questions that you are asking about.
1. When the conflict arose about a conflict the members should have followed the documents and voted to have an outside body to resolve this. Members on your governing board should be familiar with the governing documents. Perhaps one meeting of carefully going over these documents to train new and remaining board members would be very helpful.
2. When the presiding officer place the vote on the coaches he was assumi