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Dear Parliamentarian Vol. 72 February 2002

Dear Parliamentarian Vol. 72  February 2002
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.


Here is a comment from someone that filled out one of our guest registrations on the web site:

We are an eighteen home development with a previously defunct association. Only myself and one other homeowner has ever resided in a neighborhood with CC&Rs or an association. I previously served as president in an association with 110 homeowners, so parliamentary procedure is not foreign to me. However, when I read your Vol. 1; Issue 1, I really thought you lived here! What a duplication of experience. We have a president who is ex-military, from the South and the epitome of control freaks. When we Re-organized, I declined to serve as president due to having to care for my elderly mother who has severe dementia. I offered to help the president, but alas! I am woman, he be man. And it has been downhill from there. Our secretary has no idea how to prepare minutes, no meeting requirements are held and the 16 other homeowners are looking to me to make "it" work. I LOVE YOUR WEB SITE!

Here is another comment from a reader:

        Just wanted to pop in to say thank you for this website.

        I am chairing a Constitution committee for a group with terribly outdated Articles of Incorporation (included too much specific information) and By-Laws.

        This site has been most helpful to a group of people who have made only minor amendments before. We are feeling much more confident thanks to information provided here.

        Again, thank you.
        Ellen S. Deane

         

         

         

Senator Jeff Hill wrote:

        I'm in Texas and i'm on a committee that is distributing $13mil in allocations as per state law.  I need to know how to, using roberts rules of order, make a motion from the floor, remove the current chair, and have myself installed as the new chair.  I have the support of all members but I don't know how to properly use roberts rules to accomplish this.  I'm a student.  Please help.

         

        Dear Senator Jeff Hill,
            Do you have any rules concerning removing the current chair?  Was the chair elected by a governing body, appointed by the president (or is it the governor)?  Are you with the state legislature?  Or another organization?  Please give me more background information so that I can be of help.  Is Robert's Rules your parliamentary authority or do you have other rules that govern you?

        The Parliamentarian


Senator Jeff Hill wrote:

        Thank you so much for responding!  I'm a senator in student government at the University of Houston.  The state legislature passed a law some years back creating a Student Fees Advisory Committee at each of the state schools.  There are 9 members:  2 students appointed by the president of the university, 2 faculty appointees, and 5 students appointed by the Student Government Association (this is where I fall).  The chair was elected by majority 5-4.  Robert's rules are our only parliamentary guidelines.  It is a pretty "laid back" group, but for something this important we must go strictly by the rules.  I don't know Robert's Rules concerning chair removal and we have no special rules providing for it.  Any help you can give would be greatly appreciated.

Dear Jeff,
    Robert's Rules states that you can rescind an election only if the bylaws state that the person was elected to serve for year or until his successor is elected.  The word "or" is the key word. If the word "or" is there then the members can rescind the election and then vote in a successor to fill the remaining term.  The vote requirement for this is with previous notice a majority vote.  Without previous notice it is a two thirds vote or a majority of the entire membership whichever is the easiest to obtain.   If it says that the chairman is to serve a year.  Or to server a year and until his successor is elected, then you must go through a trial procedure.  Do you bylaws state that a chairman can be removed for not doing his work?  
    I do not know why you want to remove the chairman, but this could cause a lot of hard feelings by doing this.  If he isn't doing the work, why not try to help him.  If he is really making a mess of things, why not go to him or have a group go to him and ask him if he is willing to resign?  That would solve a lot of problems and hurt feelings.
    I would also recommend if you are serious about being in student government that you make a thorough study of Robert's Rules.  We have videos and books that can help  you on this subject.  Or suggest that your student government office buy our package of videos for the members to check out and watch.  

The Parliamentarian


andybran wrote:

        Dear Robert,

         

        I know I had e-mailed your once before with a question regarding an HOA issue. You graciously sent me an answer within 2 days. Thank you.

         If you still advise by e-mail, I would like to ask a question.

        On 2/14 we had a written vote to amend our governing documents.  We have 139 eligible voters.

        Our documents say we need majority to pass.  We had 77 total votes..............70 for - 7 against.

        Our "unappointed" parliamentarian claims that half would be 69.5 and we must count the .5 as 1 which would make our majority 71, therefore the amendment did not pass.   There were 33 absentee ballots counted.  44 people voted at the polls.  Next morning, we were informed an additional absentee ballot was placed in our president's mail box and not given to the voting committee. It was delivered to our clubhouse office by the voter on the day of the vote and whoever was sitting in the office evidently did not know what to do with it.

         Our question is this,  can this vote be counted?  The ballot is sealed envelope, which is sealed in another envelope with the voter's signature on it.  We are concerned that if this is a YES vote, it will be the vote needed to pass the amendment.  We want to make sure it is / is not legal  to count this vote before we make any announcement concerning the outcome of the vote.

         Thank you very much,

         

Dear Norma,
    Some questions first,
    1.  Exactly what do your bylaws state about the majority vote: of those voting, of the entire membership?  Please e-mail me the exact quote from your bylaws about the vote.
    2.  What did your letter of  instructions say about returning the absentee ballot?  To whom were they to give it?  When was it to be handed in?  
    3.  Do your bylaws state how to handle these voting matters?
    4.  What state are you in and do the state laws concerning Homeowner Associations address this issue?

The Parliamentarian


andybran wrote:

         

        Thank you The Parliamentarian.  Here are the answers to the questions you have presented. I have answered as best I can. Hope I was of some help.


         

        Dear Norma,
            Some questions first,


            1.  Exactly what do your bylaws state about the majority vote: of those voting, of the entire membership?  Please e-mail me the exact quote from your bylaws about the vote.
           

        Regarding voting & ballots.

         

                                                        Covenants & Restrictions

         

        VOTING & BALLOTS:  All eligible  members of the Associaton have the right to vote under the format and procedures which shall be specifically provided for in the BYLAWS.  In all cases:

         

                a. Written ballots must be used for voting at or during litigation, mediation, arbitration, Board elections and the amending of the governing documents.

                b. The absentee ballot is the only authorized method of a written ballot for eligible voters who will not vote in person at the time and site where the voting will take place.

                c. The proxy system of voting and/or representation during Board and Association meetings is not permitted.       

         Regarding amendments to governingdocuments:

                                                                 BYLAWS

                 a. These bylaws or any part thereof, may be amended or rescinded at a regular or special meeting of the Association called for such a purpose which shall, in each case, require a majority approval of the total number of eligible members of the Association provided:

                     1. A quorum of eligible members is present at the meeting

                                 (a quorum shall be 20% of the total voting interest in the subdivision)

                

                    2. Proper notice is given the membership in accordance with provisions set forth in Article VI Section 3 of these bylaws

              

                    3. Voting shall be by written ballot

         

         2.  What did your letter of  instructions say about returning the absentee ballot?  To whom were they to give it?  When was it to be handed in?  

                    There were no specific written instructions about returning the ballot. Written instructions were limited to completing ballot and sealing  in one unmarked envelope and placing in second envelope with voter's name and signature on outside. Members were "told" to return completed ballot to one of the three voting committee members by Thursday, February 14.       

            3.  Do your bylaws state how to handle these voting matters?

                    Only during election of officers
            4.  What state are you in and do the state laws concerning Homeowner Associations address this issue?

                    We are in Florida Chapters  720-301 / 720-312  An excerpt from FL Statutes is attached. No mention of absentee ballots.

         

Dear Norma,
    Thank you for giving me all that information.  If the person who received the ballot was not one of the three voting committee members, then the voting member did not follow instructions and the ballot doesn't count.  However, if the person receiving the ballot was told to give it to so and so, or it had so and so's name on the outside envelop then I would say that you have a good case in calling for a recount and adding the ballot to the vote.

The Parliamentarian

Dear Parliamentarian,

         

        First of all, let me thank you for your speedy response. You have been an immense help to us. We do meet the criteria for a recount.  We will do that shortly.

        It is good to know there are dedicated people like you out there.

        If you would be so kind to answer one more question for me I would be so appreciative.  One of our owners died. Her son  is also an owner who lives in our community and votes. Does power of attorney give him the right to vote for her as well?  He posed this question to one of our board members regarding any future voting. Thanks so much.

         Norma

Dear Norma,
    When the person is alive the power of attorney could be the proxy holder.  But now that the person is dead, it is my opinion that the person who inherited the property now has the right to vote.  I would check your covenants and bylaws.  It usually states that a member is the property holder.  The covenants and bylaws also state that a person may send give a proxy to another to cast a vote for them.  It is hard to do that when a person is no longer with us.  
After a person dies, it is the estate that holds the property and  now becomes a member.  In this case, looking at the will or however the person left her property -- a family trust, whatever, is going to determine who has the right to vote.  If it is in probate then probably the executor of the estate would be the person to cast the vote.  You might want to check with your attorney.   This is really not answered in Robert's Rules anywhere and I am submitting this answer from reasoning with what I know about these things.

The Parliamentarian


Tom110tec@aol.com wrote:

        dear parliamentarian -

        A few months back I asked your advice about a particular board which refused to follow the bylaws or rules of order and blatantly ignored requests of the membership to be included in the decision-making process (as is stipulated in the bylaws).

        Your advice was to educate the membership as to the errors of the board and eventually run for a board position.

        This proved to be very effective advice and I thank you.

        I found out that very few people even had a copy of the bylaws so I distributed a copy to anyone who requested one.  Once this was done the other members started to question the board's practices.  long story short.....five board members resigned in embarrassment.  This was NOT the intent of any of the members but what's done is done.  I thought the easier alternative for the board would have been become more inclusive and allow the democratic process to govern decisions. But now I seem to have another dilemma.

        Only 2 board members remain and the bylaws state that 4 must be present to conduct business.  When we start the next general meeting I fear these "former" board members will cite the bylaws and paralyze the organization.  This may have been their intent by the resignation en masse.

        Are there any emergency provisions for such a situation??????

        As always, any advice is appreciated.

        Thomas
        buffalo, ny

Dear Tom,
    Yes there is a remedy and that is to fill the vacant board position.  If they do not address the issue, then you bring it up at the meeting.  Make a motion that nominations now be accepted to fill the 4 vacancies on the board.  (Does your bylaws state what is to be done in case of resignations?)  Have members informed about what you are going to do so that some one is second the motion and a majority will vote in favor of having nominations and elections at the meeting.  Then be prepared to nominate 4 members who are will to serve.
    If you tell me what your bylaws state about this then I can give you an answer that will fill your bylaw requirements.

The Parliamentarian


Tom110tec@aol.com wrote:


        Our bylaws DO have a section that the board (in this case the 2 remaining individuals) can appoint members to any vacancies.  i see your point.  once there are 4 members, regular business can resume.
        thank you so much.
        tom c.

Dear Tom

Encourage the board members to fill the vacancies.

The Parliamentarian

ruth pfeiffer wrote:

        The Parliamentarian,

        Had sent an e-mail to drvideodrvideo@comcast.net but don't know if that is valid, so am sending to 2 other addresses I have had -

        Question -

        If our Secretary uses her own tape recorder and cassette to record a meeting to later write the minutes from - but not for publishing or for a complete transcript, - can she decline loaning the cassette out to another member for listening to either before or after the minutes have been written from same.

        (The written minutes would be available, of course.)  It would seem she could, but your perspective would be appreciated.

 

Ruth

        Dear Ruth,
            I found this in a book entitled "The Minute Takers Handbook."  It says this on page 83, "Develop a policy for keeping the tapes:  how long should you keep them (at least until after the minutes are approved at the next meeting); where they will be stored; and who has access to them."  
                But here is another thing to consider about taping the meetings.  In a book written for Condo and Homeowner's associations, an attorney writes that "In some state statues, taping is illegal only if the spoken word is in a private forum, not a public forum.  An open board meeting would likely constitute an public form."  page 50 of "conducting meetings".  But  it must be announced to the members that the meeting is being recorded.  This man also recommends keeping the tapes for a year and anything controversial for longer.
            The rule for who should be able to listen to the tape is the same rule for who should be able to read the minutes of a meeting.  If the audio tape is of a closed board meeting, only those at that  meeting could listen to the tape. Or if the assembly (by a two thirds vote) votes to hear the tape of that board meeting, then the secretary would have to give the tape for the members to listen too.  If the audio tape is that of an assembly meeting, then anyone who is a member should be able to have access to listen to the tape.
            Another thing that you need to consider is that the secretary should have permission from the board or the assembly to do this.  If she is having a hard time keeping up with motions, then may I suggest that you use motion forms.  Members would need to write down their motion before making it and then give it either to the secretary or the chair after they make it.
             In an organization that I am currently president, I have instituted these forms.  Members must write out their motion, make it and then give it to me.  After it is voted upon or temporarily disposed of, I then give it to the secretary to record.  I have also made up a form for her to record the motions.  In fact we are currently working on a training manual for secretaries and forms for minutes that secretaries can adapt to their needs.


        The Parliamentarian


Dear Parliamentarian,
I am on the executive board of our local union. In several meetings,
members from the floor have called for the question. As I understand from
Robert's rules of order and our own by-laws, only the chair can call for the
question and this only after all debate has been exhausted. I have brought
this up to the chair and he says it has been past practice and that indeed
anybody can call for the question. He says his only obligation is that both
sides have the opportunity to speak.
This is problematic as we are currently negotiating a new contract and
many issues require a great deal of debate. The way it is currently being
used allows anybody at anytime to end legitimate debate simply because they
are tired of it. It was my understanding that all reasonable debate should be
heard, regardless of how long it takes, and that the chair has the ultimate
power to decide when that debate is complete.
Furthermore, it appears to me that if a member from the floor wants to
force a vote, he can make a motion to move the previous question. According
to our bylaws, this requires a 2/3 majority vote, which gives the power to
the actual body to decide whether they wish to continue debate, which is how
I always thought it was supposed to be.
We are supposedly governed by Atwoods Rules of Order. However, very
few members have ever actually seen a copy of this. It is my understanding
that this follows Robert's Rules very closely. I would appreciate any insight
you can offer into this issue.
Sincerely,
Andrew P. Evertson

Dear Andrew,
    Some one sent me an  "Atwood's Rules for Meetings."    You are right it is very similar to Robert's Rules.  On page 258 he gives the rules for stopping debate.  It needs a second, is not debatable, and takes a two thirds vote to adopt.  If adopted the motion that was being discussed is voted upon immediately.  He states on page 259, "Each member has the right to debate motions. Under some conditions, however, it becomes necessary to take away this right.  For example, after considerable debate has been had on a motion, no new material might be brought out by continuing the debate.  It is under such  conditions that the motion to stop debate and vote immediately is used."  Further down the page he states, "It is not in order to made the motion to stop debate until there has been some debate.  It is therefore, out of order for a member to move to stop debate or the previous question as soon as the Chair has stated the motion.  It cannot be combined with another motion."
    What I recommend is that when this agenda item comes up someone make a motion that so many speakers on each side are allowed to speak before the previous question can be made.  This is an incidental main motion.  This motion as an incidental main motion is made when no other business is pending.  It is debatable, amendable, but still takes a two thirds vote to adopt because you are limiting debate to some extent and changing a parliamentary rule.

The Parliamentarian

Lora Charbonneau wrote:

        We have a PTO group at our school, and there seems to be some issues that do not sit well with some of the parents and members.  I am wondering if our group is following procedures .accurately

        Is it procedure to elect officials to the board and say that they can be the chairperson for 2 years and then have a years break.   After the break they are then allowed to run for the board again?  While this is happening, the co-chair automatically receives the chairpersons place.  That seems as though we are running into a board that will never change its ideals.  Is there anything a member can do about changing by-laws after they have been accepted in a private meeting, or meetings were few other members have been?

        Also, we are trying to raise funds for a playground for our school.  A fundraising committee was formed, and after all the work these ladies have done, the board has said that the fundraising committee has no say in how the playground will be done!!  The PTO board will make all decisions, and they are planning to put the playground together piece by piece without the help of a contractor.  I am afraid that we won't be able to meet state regulations this way.

        How do I go about researching the rules of the PTO?  Is it possible to overthrow the PTO board, or start a new organization other than this?

        Thank you

        Lora

        Dear Lora,
            You are certainly having some challenges!  I'll try to help.  
            The first that you need to do is get a reliable book on Robert's Rules of Order and become familiar with it.  It will explain to you how you can proceed in handling these problems and you will have written information to back you up.
            First, the bylaws should state how the board of directors is elected, how long each member serves, how the chairman or president is elected and for how long the president serves.  If someone steps down, then the bylaws should explain how the vacancy is filled.  If your bylaws don't say that someone can be elected for two years and then step, down and then come back, then it can't be done.  This is not normal operating procedure.
            I don't know how big your PTO is, but the ones that I am familiar with have monthly meetings with the members who then make motions, and vote on the motions.  If you have a large organization, or if the membership doesn't want that much say in things, then the board should be fairly strong and be in charge of things.
            Now about the Fundraising committee.  Usually they raise funds for projects and then the membership decides how to spend the money.  The membership should have voted on purchasing the equipment and then how it was to be put together.  
            The board of directors and officers have only the power that is assigned them in the bylaws or how much the members allow them to get away with things.  
            About the adoption of the bylaws.  It should say how they are to be amended.  It  is usually done by giving previous notice, a two thirds vote of those present and voting, and a quorum needs to be present.  If none of these things were followed then any amendments voted upon and adopted are null and void.
            You need to get your Robert's Rules book and bylaws out and point out the mistakes to the officers and members.  If you rally enough people around you then they will back down.
            You need to see if your bylaws provide for removing board members.  If you have the sympathy of other members, go to the principle or school official and ask for their help in solving this process.

        The Parliamentarian

Rick Kornfeld wrote:

        In your book, Roberts Rules of Order simplified and applied, Officers chapter – Presidents administrative duties

        You state the president speak for the body, and sign all legal documents. I cant find that anywhere in Robert Rules – how did you find this information?

         

        Thank you

        Rick Kornfeld

         

        Dear Rick,
            When writing our book, we try to make as useful as possible.  So I research other sources for practical information that is not included in the official Robert's Rules.  In looking at what I wrote I should have been a  little more detailed.  What I should have said was that the president "represents and speaks for the organization to other organizations and to the public."   This is found in "The Standard Cod of Parliamentary Proceduer" by Alice Sturgis.

        The Parliamentarian

         

Dear Marian,
    Yes we do have information about the minutes.  Our book Webster's New World Robert's Rules of Order Simplified and Applied  has detailed information.  Right now we are out of stock of this book, but your local book store may have a copy.   We are also creating a new product for secretaries and the minutes.  If you have any specific questions or needs, I would like to hear from you.  I am trying to gather as much information as possible to put into this new product.

The Parliamentarian

Marian Barnes wrote:

        Do you have anything on the taking of and reading of minutes of meetings?  We need help in the procedures of meetings to be used in starting a new church.  We want to do it correctly.

         

        Thanks for your help in advance.

         

        Marian Barnes

Bensjoyce@aol.com wrote:

        Hello

        I am President of a local group (Inc. in Ma.) who is restoring a one room school house. It now appears that after I have personally completed 80% of the work in the restoration and administrative work, (2000 hrs.) the rest of the Board of Directors are trying to get rid of me. Or at least reduce me to a figure head.

        We do have by-laws and it states that we will follow "Robert's Rules of Order" Can the Board of Directors appoint a person (subcommittee) who is in charge
        of all fundraising and events? Effectively this bypasses the President since after the restoration there is little else to do aside from fundraisers and events.

        Roberts Rules of Order does state that the President is "ex-officio" a member of all sub-committees .

        If an event/fundraiser or any other function occurs in our organization, can the Board of Directors appoint (vote) someone in who can head this function (effectively a subcommittee) and be the boss over the President?

        To date I tend to be rather passive, I am not a "control freak". A woman on our Board, who has done a great deal of work in fundraising/events, now wants dictatorship over all events and fundraisers. Considering the effort I have made in this effort, I would like a turn at an event.

        Ben Joyce

        Thank you, Ben Joyce

Dear Ben,

The answer and solution to your problem will be found in the bylaws of your organization. First of all, you need to look at what duties are given to the president and what duties are given to the board of directors. If the bylaws give the president power to appoint committees then that power belongs exclusively to that office. If power is given to the board of directors then they do that.

According to Robert’s Rules of Order Newly Revised, 10th ed, page 440, the president is only an ex-officio member of committees if the bylaws state that he is. So again you need to check your bylaws.

The president is a very important officer in an organization, but does not have absolute authority unless it is given to him in the bylaws or corporation papers. It sounds to me that you and the board of directors need to sit down and see what your bylaws say about the office of the president and the office of the board. Then you need to talk about how each member can contribute to the organization and use his or her talents to be best promote the organization. No one person should be running things. Not only is this not democratic but when that person can no longer do the work the organization falls apart. It is important to be rotating positions in an organization so that many know what to do. Also by rotating positions, new ideas come forward with each new person that can make it a better organization.

There is an expression that says if "it ain’t broke, don’t fix it." With fundraising if something is working, this expression holds true. However, new ideas can bring forth even better results. Having open and honest discussions about these things are the best way to solve problems. Right now I suggest that everyone sits down and has an honest discussion about these issues that you are bringing up. Perhaps members are upset that you have done most of the renovation work when they perhaps wanted more of an input. These are just some things for you to think about.

The Parliamentarian