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Dear Parliamentarian Vol. 7 July '96

Dear Parliamentarian Vol. 7 July '96
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 Readers,

A special note: I try very hard to answer every e-mail message that I receive. Sometimes, however, when I answer your questions, your e-mail bounces back to me marked “undeliverable”. So if you don’t hear from me in a couple of weeks please let me know, and give a phone or fax number or postal address that so that I can let you know that somehow our e-mails are not making the connection.


Parlimentarian


THIS MONTH’S “DEAR Parlimentarian” COLUMN INCLUDES THE FOLLOWING:

Questions about:

    bylaws
    motion to lay on the table
    procedures in boards
    voting procedures
    secretary duties


Dear Parlimentarian,

    Today is the first time I referenced your home page, but I'm sure I will be back. I have been a member of the American Insitute of Parliamentarians for several years, although my knowledge has not increased, as I do not know of any active classes or chapters near me.

    Anyways, I am a property manager for a homeowners association. I have consulted our by-laws (which are about 20 years old) and they state our meetings will be run in accordance with Roberts Rules of Order.

    We have a five person board. We have a new President who insists that any motion brought before the board is voted on by all Board members except the President, she contends that the President only votes if necessary to break a tie. Is this an accurate statement? Any information you could offer would be helpful. My e-mail address is DOffServ@AOL.COM

Thank you

M Dandre


Dear MDandre,

    If you will let me know where you are, perhaps I can find a parliamentary study group in your area. Did you see our advertisement about our video? It has helped many AIP members increase their knowledge. We are also coming out with a new video that thoroughly explains all the motions in Robert’s and the ranking of motions. Did you know AIP has a home study course and the practicums which I understand are very helpful? There is going to be one in Fort Wayne, Indiana the first weekend in October. Would you like me to send you information about it? Send me your address.

    Now to answer your question. See Robert’s pp. 476 to 478. Esp. 478: “The chairman can speak in discussion without rising or leaving the chair; and subject to rule or custom within the particular board (which should be uniformly followed regardless of how many members are present) he usually can make motions and usually votes on all questions.”

    What has been the custom of the board? If it has been to allow the president to vote on all questions then that should prevail. If it hasn’t been, then that should prevail.

    However, custom can be changed by making a motion. If no previous notice is given, it takes a two-thirds vote. If previous notice is given, it takes a majority vote.

Parlimentarian


Dear Parlimentarian:

    I have been asked to serve on the Bylaws committee of an organization and I have the following questions:

        1. Do you have a publication on How To Write Bylaws and what pertinent information should be included?

        2. What is the difference between revising Bylaws and amending Bylaws?

        3. What is the procedure in handling revisions/amendments to Bylaws?

        4. What are the pros and cons of electing officers via mail ballots and electing officers at an annual meeting.

        5. Should the nomination procedure be included in the Bylaws.

    Thank you so much for this wonderful service.

Margaret Jones


Dear Margaret,

    Did you see Volume 2 under our “INTERNET NEWSLETTER” on our Web Page? If you do not have access to the Web Page let me know, and I will e-mail it to you. It has what points should be included in bylaws and reference books to buy that will help you in writing bylaws.

    If your library has “HANDBOOK OF PARLIAMENTARY PROCEDURE” by Henry A. Davidson, MD, there is a section about writing bylaws. It is very helpful, but be careful some of his ideas and recommendations of what to put in the bylaws I believe are undemocratic and conflict with the parliamentary authorities concerning puting the date of the meeting in the bylaws. However, his ideas about verb usuage is very good.

    The difference between amending and revising is usually how extensive the changes are. In amending, the proposed changes may be one or two sections in bylaws or and entire section or article. A revision comes about when the members realized the changes are extensive and perhaps the entire bylaws need to be examined and changed in light of the organization changing.; or the current bylaws are not well thought out or written in a logical form . Several years ago I was chairman of a bylaw committee, and after reviewing the bylaws we decided to “revise” them instead of “amend” them. The reason was because duties of officers were in many places instead of one place and they were not well organized, and we wanted to make many changes, too.

    The procedure for handling bylaw changes should be stated in your bylaws. If not Robert’s Rules has an entire chapter beginning on page 559 that thoroughly explains how to write and organize the bylaws and the content that should go into it. It also explains the procedure of how to present and vote on bylaw changes. In the amending processes, amendments are taken up one at a time. In the revision process, the members discuss and amend Article by Article and then adopt the entire revision after it has been completely presented in its entirety.

    The “pro” on the mail ballot side of electing officers is that everyone who could not attend the meeting would have the right to vote and express an opinion. If there was no election then it might be a long process to send the ballots out again until there is an election. Another draw back is that even though those running for office can include a factual statement about themselves, the members do not have a “one on one” opportunity to talk to the candidates and ask them questions. At an annual meeting, of course only those present can vote for the officers, but there certainly can be lively interchanges with those present. I think you are going to have to look carefully at your organization and discover what is best for you.

    The nominating and election procedure is definitely stated in the bylaws. It usually comes under the article about officers.

    I am continuing to write about bylaws on the Web page INTERNET NEWSLETTER. Volume 4 will be about writing bylaws, and Volume 5 will be about the procedure in a meeting. However, right at this moment we are in the final stages of producing a major video about “all the motions in Robert’s”. So I am dedicating myself to editing, writing booklets to go with it, and designing covers, etc. Hopefully sometime this September , there will be a new newsletter to help you with this subject. Ultimately we will have a book and video to sell about bylaws and the meeting procedures in adopting them. I’m sorry I don’t have anything right now except the one newsletter to help you.

Parlimentarian


Dear Parlimentarian:

    I hope you can help me, because I can't find the answer anywhere.

    I am trying to find out if the Chairman of the Board can second a motion. Our Chairman admits that he cannot make a motion, however, he has a "friend" on the Board who will make the motion for him. If it seems as if nobody else will second the motion, he will second it. Can he do this?

Rick


Dear Rick,

    Tradition does play a big part in the procedure of board meetings. If your board is under 12 members and you have no written rules concerning procedures you may want to look in Robert's Rules p,477 it might surprise you what you will find. First Robert says that motions do not need a second. So if it doesn't need a second, then if the chairman wants to second it he can.

    Robert also says subject to rule or custom he usually makes motions and votes on motions. However, your custom (if you have no written rules) is not to let the chair make motions.

    I think an important point to remember is this about boards. That most people who are elected the chairman of the board come from the board members themselves and it is not an elected office by itself. So why should someone who is an elected member of the board give up rights just because he has been elected chairman? Now if he is elected only to "chair" the meetings of the board that might be a different scenario.

Parlimentarian


Dear Parlimentarian,

    I hope this is the right forum to answer this question.....:

    A general membership meeting of my organization recently voted on an issue. The issue lost the vote by 1 vote. However, a proxy which was previously submitted to the board and accepted, would have changed the vote. However, at the time of the vote when the Bylaws were consulted, it was announced that the proxy was not valid for the issue that was being voted on and was only valid in matters of election. In effect, the proxy was disallowed, was not counted and the issue was defeated.

    Upon later detailed review of the Bylaws it was found that another section stipulated that a proxy COULD be used for a vote on an issue.... this being true... it should have meant that issue should have passed.

    With this new information ..... is there any precedence in Robert's rules that address this type of situation and how it can be rectified to acknowledge the "mistake" in the interpretation of the bylaws?

    You can contact me at 212 788-0150 if you have an answer.... or via email as soon as you can.... THANKS !!!!!!!

Joe


Dear Joseph,

    I hope this is not too late to answer this but I wanted to consult with another parliamentarian.

    Every organization has the right to interpret their bylaws when there is an ambiguity. Since no one challenged the ruling at the meeting then that was how the organization interpreted the bylaws. Now since you have found something that contradicts what was originally decided as the correct interpretation, you need to go back to the assembly and point out the conflict. The assembly needs to decide which is the correct interpretation. Study pages 581 to 584 in Robert 's that tells the principles of interpreting your bylaws.

    Now as far as changing the vote goes..... I believe that because the assembly allowed the first interpretation it was a legal vote. Because the motion was lost or defeated you can bring the issue up at another meeting. This is called renewing a motion. However, if it is going to be that close again, you need to get this bylaw interpretation settled first.

Parlimentarian


Dear Parlimentarian,

    Thank you so much for your response !!

    However, I don’t feel that we are actually talking about a "misinterpretation" ... since there were actually two sections of the by laws that discussed proxies, and each had a different definition on the way a proxy can be used. One which basically said that proxies were valid for election matters and the other that said that proxies were valid for all matters.

    In the instance of the vote, there was great opposition on the issue at hand.... and there was a challenge to the ruling of the way a proxy could be used. It was actually the President of the organization, who, after reading the section of the by laws that dealt with the proxy, declared that the decision should be made in favor of the bylaws.... It was only after the meeting and further scrutiny of the bylaws that the second section was found with a definition of how a proxy can be used for all matters.

    In this instance is it still necessary to go back to the assembly.... or will a motion by the Board of Directors or the President be sufficient to change the original vote ?

    Thanks again for your assistance..... and either way that this issue goes there will be hard feelings .... but we want to do it correctly!!!!

Regards, Joe


Dear Joe,

    Did you read the pages in Robert’s that I suggested? This will end up being a matter of interpreting the bylaws when you take it back to the assembly.

    First, did anyone appeal the decision from the chair? Was there discussion? Was there a vote on the appeal?

    Second, the assembly is still going to have to resolve this issue. Since this was brought before the assembly to begin with it has to go back to the assembly. The assembly is going to have to look at the bylaws and accept that the bylaw does indeed say a proxy can be used in this way. This is in effect an appeal of the decision from the chair after the fact because this is a bylaw infraction of a continuing nature. It needs to go into the minutes about what the bylaws state in this matter and the members need to know what the bylaws say about this so that it won’t happen again. (May I point out that this is a good reason why all the members should have a copy of their bylaws at the meeting with them, and know them so that these problems can be straightened out at the time.) A ruling of the chair stands as the ruling of the assembly unless it is over turned by the assembly. So you will have to over turn this ruling to be able to re-examine the vote. See page 403 Robert’s about the “ASSEMBLY’S PREROGATIVE IN JUDING VOTING PROCEDURES.”

    I cannot find anything in my parliamentary authorities now to handle this. So I would say let the assembly decide if they want to accept the vote of the proxy and change the results of the vote on the motion from the last meeting, or present it as a new motion and start all over again.

    If this is such a “hot” issue , may I suggest that the membership try to come to come up with a solution that more of the members could accept. Which ever way you go on this one “half “ of the membership will be upset. How can an organization go forward on this basis?

    I was reading a book of readings on Parliamentary Law, and one article talked about how Henry Robert worked with this kind of problem. He encourage the members to agree on the fundamental principle and then these motions were adopted. I believe your organization has a “fundamental principle” disagreement here, and when that is resolved, there can be an agreement that will please most of the members.

Parlimentarian


Dear Parlimentarian,

    I would like information about the procedures, actions and position requirements for a secretary of an organization that follows Robert's Rules.

    Thank you

Postal

Dan Meek
2404 North Cedar avenue
Claremore, OK 74017


Dear Dan,

    I have sent you a brochure about our video tape which includes several sections about the office of Secretary including what to write in the minutes.

    It is my opinion that all secretaries should have a thorough knowledge of proper procedures especially understanding how motions are ranked and how to write them in the minutes. In one organization in which I am a member, the secretary did not know how to explain in the minutes that a motion was referred to a committee. I can’t remember what was written, but I couldn’t believe my ears when I heard it read. When the chairman call for corrections, I stood and pointed out the error.

    The secretary is one of the most important officers of an organization and just like in business, manytimes, this person “holds down the fort”. Generally the secretary keeps the records of the society, helps prepare the agenda, handles correspondence, sends the call letter to the membership, and whatever other duties the organization assigns.

    When the secretary comes to a meeting, the secretary should bring a copy of the membership list, minutes of the previous meeting(s), bylaws, rules, parliamentary authority, and ballots for a vote to be conducted by ballot (and have the ballot prepare for election of officers). Another helpful hint is for the secretary to bring paper and pencils for the members to write down motions that they want to make during the meeting.

    May I also suggest that you purchase a booklet entitled, “The Spotlight on You The Secretary” published by the National Association of Parliamentarians. It costs about two dollars. To order it call 1-888-NAP-2929.

Parlimentarian


Dear Parlimentarian,

    I am fairly new to Parliamentary Procedure, so please excuse the question if it seems simplistic. I am co-chair of a new organization for parents of gifted students. Our group is putting together by-laws, modeling them on other groups and state PTA by-laws, which have withstood the test of time. My question is this: who has standing at the executive board and committee meetings (as opposed to the general association meetings)? Does the board or committee need to allow "open" meetings for everyone? If so, do the dates and times of these meetings need to be published? If the meetings are open, who may speak? At our first board meeting, several guests showed up and spoke more than the board members, making it difficult to conduct business. Please advise.

Nancy


Dear Nancy,

    Have you adopted bylaws? If you have adopted them what do your bylaws say about this? What duties have the bylaws assigned to the board? Who has most of the power in your organization -- the members at membership meetings, or has the board been assigned the majority of the power? I need to have some sense of how your organization is set up.

    In societies where the membership designates certain duties to the board and elects board members to carry out these duties, usually the board members attend the meetings. However, someone could ask to come to the board to express his/her concerns about an issue. But this person does not stay and participate in debate or vote on the issue.

    Normally, boards and committees do not have “open meetings” unless your bylaws require it.

    It sounds like to me the people who attended were more like “uninvited guests”. If this is going to set a precedence , I would recommend having standing rules for the members about attending board meetings. I would especially state that members who attend may present their ideas, giving them a time limit, and then that they would be required to leave the meeting.

    Another way to solve this, is to have more membership meetings so the entire membership can feel they are an integral part of the decision making process, and not just the few who are “elected” to the board.

    Did you read Volume 2 of the Internet Newsletter on the Web page? It’s about what to include in the bylaws. It is not wise to copy others bylaws. May I suggest that you hire a parliamentarian to help you with this?

Parlimentarian


Dear Parlimentarian

    There is much confusion and disagreement, in the volunteer group I am a member of, on the use of the term "to table". One member of our organization says it means terminate all discussion of a motion and not be able to bring it back up in the future. If "I move to table the motion", my understanding is that I am asking to temporarily suspend consideration of the issue. It needs a second and a majority vote. To bring back the matter the motion would be "I move to take from the table...", which would need a second and a majority vote. The problem is our member says that this must be done all in the same meeting, and not "held over" to a future meeting. I hope you can clear this up for us. Many thanks. MDS


Dear Mary,

    There definitely is much confusion about the motion “to lay on the table”!!!!!

    It is misused a great deal, and perhaps that is where the other member has gotten his/her idea.

    When the motion to lay on the table is adopted, it does indeed stop discussion on the motion and therefore it should not be used “to stop debate” or “to kill a motion”. It’s purpose is to set business aside temporarily to take up something else of ‘immediate urgency has arisen “ (Robert’s p. 207). It needs a second, it is not debatable, and is voted on immediately.

    It is ideal to take the motion from the table after the matter of “immediate urgency “ has been disposed of . Robert on page 233 says this: “A question that has been laid on the table remains there and can be taken from the table during the same session, or, if the next regular business session will be held before a quarterly time interval has elapsed (see p. 90), also at the next session after it was laid on the table. If not taken from the table within these limits of time the question dies, although it can be reintroduced later as a new question.”

    It is important for members to know that once a motion is laid on the table it is not the responsibility of the presiding officer to remind them to take it from the table, it is the members’ responsibility to remember to take it from the table. If a motion is carried over to the next meeting, it is recorded in the minutes, but it is not put on the agenda.

    May I suggest that both of you get a copy of the current Robert’s Rules and read the sections on “to Lay on the Table” and “To Take from the Table”. Our video has a section devoted to these two motions.

Parlimentarian


Dear Parlimentarian,

    I was elected yesterday to our condo association board of directors. The counting of the ballots took place while the annual meeting of the assn. was being conducted. The first announcement of the results showed that two people were tied for the third open position at 74 votes each. It was then announced that the interval time share votes would be counted ( the by-laws state that each time share owner has 1/51 of a vote, but they do not go a step further to say how that 1/51 shall be counted ((simple plurality of the time share votes to be counted as one vote, eg.)).

    The consensus among most was to count the plurality which then gave one person a fractional victory--less than one vote. This was announced, the annual meeting adjourned, and the new board of directors met briefly to choose officers.

    In the meantime the defeated person requested a recount. At the end the vote tally stood the same.

    In the meantime I was elected Parliamentarian on the new board.

    Later, upon re-reading and re-reading the condo documents and the by-laws I discovered that there is no position of Parliamentarian, even though each board has assigned someone such a position over the years.

    Question One: should I suggest at the next meeting of the board that the by-laws be amended to include such a position, and that Robert's Rules be the parliamentary authority (assuming its hierarchical place in the scheme of fed-state-local-regulations)?

    Question Two: since the composition of the board would have changed completely in terms of a new President if the fractional vote had gone the other way ( the former president was one of the tied-vote persons and three new people would have brought about a change in the way things are done ( well, you know, that's maybe our opinion, but it was our intent). The Association was a rudderless--compassless ship, foundering for the better part of an our because the by-laws do not state conclusively how the fractional vote was to be counted; do not state how one time share owner who may have more than one week ownership is to be counted, among other thing; and do not state how one should go from the annual meeting to the first meeting of the new board.

    And further, the by-laws do not state how a protest over an election result is to be handled, by whom, etc.

    Shouldn't the by-laws be amended to take care of this type of situation?

    Florida has become more strict re condo associations in the past two years. For the most part boards of directors have less freedom than their municipal and state counterparts. And the liability factor has increased as well.

    Therefore, if I am to be parliamentarian I must know as much as I can about the legality of things, and the board must become very sophisticated in its dealings. Aside from almost complete disregard of Robert's Rules, with the usual confusion and time-wasting that accompanies such a situation, it seems to me that we face some difficult meetings if we don't change.

    Any thoughts on the above items?

cal branche


Dear Calvin,

    It sounds like you need help. I am going to put you in contact with an organization that I think can steer you in the right direction.

    SHORN-Secure Homeowners Rights Now! Michael Van Dyk, Chairman 20565 NE 6th Court Miami, FL 33179

    Telephone: 305 653-1679

    This man is a member of the National Association of Parliamentarians and has written an article for our Journal. He is definitely up on all the legal issues of homeowner associations. One of the functions of his organization is lobbying. He also helps people with parliamentary problems too.

    Bylaws should definitely state what is the organization's parliamentary authority. If you designate Robert's just say it is the latest edition of Robert's Rules of Order Newly Revised. When the book is updated then your bylaws don't have to be changed to state the year of the publication. Did you see the Internet Newsletter on our page that tells about what should be in the bylaws?

    The bylaws should definitely state conclusively how these votes are to be counted and who may vote. Please check with Michael Dyk about this because the Florida Legislature has passed a bill in 1995 that guarantees each homeowner the right to vote and to nominate himself from the floor. Your bylaws will have to conform to the state law. I am sure that he can help you with this or direct you to someone that can help you with this.

    Look carefully at Robert's Rules page 456-458 about the office and duties of parliamentarian. I would also recommend that every board member have a copy of the latest edition of Robert's Rules(1990 ed) published by Scott, Foresman. If you can't get copies locally we do sell this book.

    Did you see our advertisement on the Web Page for our video? This could be helpful to people who have very little knowledge about parliamentary procedures. We will be releasing a new video, hopefully in August, that is all about all the motions in Robert's. Each video has a very helpful meeting at the end. WE also included printed material that people find very useful.

    If we can be of further help, please write. The "Dear Parlimentarian" column is updated monthly. The next issue of the Newsletter will be about "writing" bylaws and hopefully will be posted sometime in Setpember.

Parlimentarian


Dear Parlimentarian:

    Please send your brochure on RROO and any information regarding the question: Is it within the rules when, during nominations, one nominates himself/herself?

    The address is:

    Shawn Rampy
    5597 Oak St.
    Ft. Worth, TX 76140


Dear Shawn,

    Robert’s doesn’t address this problem specifically. He says on page 425, third paragraph, “Members of the nominating committee are not barred from becoming nominees for office themselves.”

    George Demeter in his parliamentary law and procedure book says this: (p. 347). Right to nominate one’s self. A member who is eligible to hold office in the organization has the right to nominate himself thereto, if the bylaws do not prohibit it.”

    So I would answer yes if the bylaws do not prohibit it.

    Here is an interesting law that was passed in the Florida legislature in 1995. It has guarantee the right of each homeowner in a homeowner’s association to vote and to nominate himself from the floor at the annual meeting for election to the board of directors. This was printed in the NATIONAL PARLIAMENTARIAN, Volume 56, Third Quarter 1995 p. 18.

Parlimentarian


Dear Parlimentarian,

    I can't seem to get this questions answered anywhere, if I have 24 voting members present, and require a 2/3 majority vote, with 12 aye and 4 no does it pass???????? 8 choose not to vote

Wendy


Dear Wendy:

    The question to answer is 2/3 of what. Unless stipulated otherwise in your bylaws, Robert's says that 2/3 of those present and voting & entitled to vote constitutes a 2/3 vote. See "Robert's Rules of Order" p. 396. If this is the case, you had a legal 2/3 vote and the motion passes. The 8 abstainers are not counted either way unless stipulated in the bylaws. (If the bylaws say that its a 2/3 vote of those present, then it would take 16 voting in the affirmative to pass.) If the bylaws say nothing, it takes 10 to pass. You had 12 so the motion would pass.

Robert McConnell


Dear Parlimentarian, Your Parliamentary Procedure Resource.
We have a video ParliamentaryProcedure Made Simple" based on "Robert's Rules of Order."
For more info, request our FREE REPORT by e-mail at drvideo@comcast.net or see our web page.