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Dear Parliamentarian Vol. 75 May 2002

Dear Parliamentarian Vol. 75  May 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.


Heather Miller wrote:

        Dear Parlimentarian:

         My husband is a Fire Fighter with and is having trouble locating information on "Atwood's Rules for Meeting".  He would like to know what qualifies a motion of "out of order" in a meeting using "Atwood's Rules for meetings"?

        Heather

        Dear Heather,
            There can be many reasons that a motion is declared out of order.  Or the chair could be incorrect in declaring a motion out of order.  Give me the specifics of the case and then I can be of more help.  Your husband can get a copy of Atwood's Rules by calling or writing  the International Fire Fighters Association.  A member sent me a copy of the book.

        The Parliamentarian

Julie Prickett wrote:

        Dear Parliamentarian: Is the Chairman permitted to make a motion without
        relinquishing the chair? I have found a few vague references to the
        Chairman being permitted to do so on a small board. Is there a definitive
        answer?

Dear Julie,
    In boards under twelve members, the chairman can make motions, debate motions, and vote on motions if the organization does not have any rule to the contrary.

The Parliamentarian


Leonard Cantu wrote:
During City Council meetings there is agenda item that is standard practice to be placed on the agenda.  Question:  What can or can not be discussed on this agenda item?

Dear Leonard,
    Discussion must be "germane" (related) to that item.  Anything that gets off track is not allowed.

The Parliamentarian

Kpjcb@aol.com wrote:

        Dear Mr. McConnell,

        At our last school board meeting a committee submitted their report, attached to this report was a document titled "Vote of Centure". What can you tell me about this procedure or where might I find more information regarding the purpose of this procedure? The document has not been explained by the committee chairperson and I want to find out what the proper procedure would be.

        Thank you,
        Patti Thompson

        Dear Patti,
            Do they mean "censure"?  I've never heard the word "centure".  What exactly did the report say?  If you could give me that information then I can help you.

        The Parliamentarian

         

Kpjcb@aol.com wrote:

        Dear Parliamentarian:

        I am so sorry for the misspelling; it is a "Vote of Censure" (I typed the
        note in a bit of a hurry!). The document read: "We, as the majority members
        of the Modern Foreign Language Committee, feel that one member, Kelly, has
        acted outside the committee whole. Further, that she has acted inappropriately and hindered process of the committee. We ask that these
        statements be considered in light of any assertions Ms. Kelly may make."
        This document was attached to the Modern Foreign Language Committee's report but was never addressed at the board meeting. I want to understand what action should have taken place regarding this document and what actions the board can act upon at this point.
        Thank you for your reply.

        Sincerely,
        Patti Thompson

Dear Patti,

    What I recommend is that you get our book , Webster's New World, Robert's Rules of Order Simplified and  Applied, 2nd edition.  This edition of our book has a complete description of the motion to censure.(It is the only Robert's Rules Book on the market that has a discussion of this.)  How to make it, discuss it and vote on it.  Basically you are putting the member on notice that if they continue to act outside the committee this person will be suspended from the organization or removed from the organization.  It must be presented as a main motion, it needs a second, it is amendable, debatable and takes a majority vote to adopt.  The person being censured has the right to speak in his own defense, but does not have the right to vote.  I would recommend a ballot vote, but someone has to make a motion to take the vote by ballot.      If you know nothing about parliamentary procedure, our book is written in very simple terms. It also tells people how to apply what you are learning of parliamentary procedure in meetings.

The Parliamentarian

Kpjcb@aol.com wrote:

        Dear Parliamentarian:

        Thank you for your reply. We plan to purchase the book very soon to read up
        on the proper procedures. None of what you mentioned took place and the person who was "censured" has not been notified of her wrong doings!!! (I
        think they lack validity.)

        Thanks again,
        Patti

         

        Dear Patti,
            It is so important to preserve individual rights and the intergrity of our members and the organization by knowing the rules and following them.  What you have describe can lead to disaster for both the member and the organization.  I have seen groups dissolve and fall apart on issues like these.  The rules of censure were devised to protect everyone's rights.  I wish you well.

        The Parliamentarian

Kim Bontrager wrote:

        I am a PTA officer.  Our bylaws state that we shall follow Robert's Rules of Order.  However, our bylaws also state the Office of President may be filled by two co-presidents, which is not acceptable in Robert's Rules 10th edition. While one co-president resides as chairman of the board, conducting meetings and not voting on motions unless there is a tie, what about the other co-president? The bylaws are not clear as to the responsibility of the co-president that is not acting as chairman of the board.

         

        S. Cotten, Montgomery AL

        Dear Kim,
                The reason Robert's Rules of Order New REvised, 10th edition does not allow co-presidents is because: what does each one do?   You need to amend your bylaws and either get rid of the co-presidency or give duties to each co-president.  Then when electing these co-presidents you will have designate on the ballot which person will be which co-president with the bylaw designated responsibilities.  What really needs to be done is to have a president and a vice president.  The bylaws should make the vice president the president's right hand with the idea that the vice president fills in when the president is absent.  That will achieve the same results as co-presidency but won't be so confusing.  

        The Parliamentarian

Ron & Laura Shaw wrote:

        I have a question concerning voting by paper ballot. The question was
        stated. You were to respond by marking Yes or No. the question is if a
        person responded by writing in undecided. How would this vote be
        counted? Yes, No or thrown away.
        thank you. I would appreciate an answer to this question as soon as
        possible. thank you for your time in this matter.
        Sincerely Laura

        Dear Laura,
            A ballot marked "undecided" is considered an illegal ballot.   It is counted in the total number of votes cast, but it is not counted "yes" or "no".  If the ballot was blank, it would be thrown away and not counted in the number of votes cast.  An illegal ballot could decide who wins by the number it takes to get a majority vote.  For example, let says 20 ballots are handed in.  All are marked.  So that means it takes 11 votes to get a majority vote.  Let's say 10 were marked yes, 10 no and one undecided.  The "undecided" counts towards to the total number cast, but it doesn't count either yes or no.  In this case its a tie vote and the motion is lost.  Now let's give another example with a blank ballot (or an abstention).  Again twenty ballots are handed in.  In open the ballots, one is blank.  The Tellers throw it away.  So instead of 20 votes cast there were in reality 19 votes cast.  Now the majority here is 10.  (Half of 19 is nine and half.  Rounded up its 10)  So if 10 votes were yes, and 9 were no.  This time the motion is adopted.  

        The Parliamentarian


WPTigg2@aol.com wrote:

        Our HOA elections were last evening and I was "elected" to the board -- I think.
        To briefly explain, our bylaws require a quarum of the elegible voting members -- which we did not have.  However, there were five board positions to fill and only four volunteers.  We had a similiar problem last year but with five volunteers.  Both elections were "won by default" without any voting counting.  I read an article today that said if you are elected or appointed illegally, and if the board is sued, the HOA insurance company can deny you coverage and you could be held personally responsible.  Were these legal elections?

Dear Carol,
    If you are unsure if you were elected legally, then you probably were not.  Usually in HOA's proxy votes are allowed which are counted in the quorum.  If there was no quorum, then  you can't have a meeting.  If you still hold the meeting, then anything that was done is not valid and has to be ratified at the next meeting.  The previous board is still in office until their successors are  elected.
    If your bylaws, covenants, or other documents  provided for a mail ballot, or your state HOA laws allow for that, then I suggest that the board send the ballot out with the names of the board members willing to serve and then let the members mail in their ballots.   See what your bylaws state about how many votes it takes to get elected.  In our association we are elected by a plurality--that means those who get the most votes.
    Whoever is on the board needs to beat the bushes to get people at these meetings so that you can conduct business.  The other thing that you may need to do is change the quorum requirement--lower it. So that you have enough people to conduct the meeting.

The Parliamentarian

PS.  What is the name of the magazine where you read about getting sued and not having your insurance pay?

 


WPTigg2@aol.com wrote:

        Thank you for your quick response.
        Of the 250 homes in the association, we had approximately 20 votes in attendance and only 2 or 4 proxy forms returned. The problem is, this is how the election was held last year as well. I have verified with the Articles of Incorporation and the Bylaws that we need atleast 50% participation of eligable voters (1 vote per homeowner)not including any homeowner who has had voting rights suspended due to non-payment of assessments. That would make the the old board "illegal" as well. Only the board of directors has the authority to change the bylaws and none of us have any legal standing to do so. I think we're in a real pickle and I'm drafting a letter to formally ask the president to investigate and I will not be taking any action as a representative of the board until I am sure I can't be held personally liable.

        The article I am refering to is part of an Anderson & Kriger Quarterly Newsletter - They are a law office that appears to cater to homeowners - they publish them in pdf format. The link is www.a-k.com - click on the News and articles link. I'm not sure what newsletter it was (I read them all) and found much interesting reading.

        Thank you again for confirming my suspicions. Enjoy your weekend.

        Carolyn Purvis
        Indianapolis, Indiana

Dear Carol,
     Is your quorum 50% of the eligible voters or is the vote for office to be 50% of the eligible voters, or is it 50% of those voting in person  and/or in proxy?   There is a difference among these.  If you would like to fax me this information, I would be more than happy to tell you what it says.

The Parliamentarian

Our fax number here is 253-265-1550.
WPTigg2@aol.com wrote:

        The Parliamentarian,

        By Laws - Section 2.06 - Quorum - At any meeting of the Members fifty percent (50%) of the Members entitled to vote at such a meeting, present in person or by proxy executed in writing, shall constitute a quorum for the transaction of business.

        Articles of Incorporation - Article 4 (Governing Membership)
        Section 4.02 - Voting rights - Each Lot shall have an appurtenant thereto one (1) vote which may be cast by the Owners therof who are present in person or proxy pursuant to the voting precedures established in the bylaws.

        I'm faxing those to you now with the article on the liability issue of illegally elected board members. I hope this answers your questions.

         

         

Dear Carol,
    Thank you for faxing me your documents.  I am very surprised that the person(s) who wrote these bylaws put at 50% quorum requirement.  You need to get that changed.  It should be a specific number and as low as possible.  If you can count on only 15 to 20 people at a meeting, then that is what it should be.  Now see if Indiana has any laws for HOA's and the quorum requirement.  Perhaps they have a lesser requirement that you can use.  One of the basic parliamentary principles is that laws or rules can't tie the hands of an organization to operate.  This is certainly tying the hands of your organization to have a board of directors.  Perhaps your HOA needs to hire an attorney that works with HOA's help you resolve this.  Your association is too large not to have an attorney or someone with professional experience in HOA working with you.
The Parliamentarian

JVacat9571@aol.com wrote:

        I cannot locate anywhere whether proxies can be used by a President to
        approve the reading of the minutes from a prior meeting.
        Could you help us, please?
        Thank you.
        P. Fink
        JVacat9571@aol.com

Dear P. Fink,
    Minutes are not approved by the president at all.  They are approved by the general consent of the members.  The president is to ask for corrections.  If there are any, the president asks, "Are there any objections to these corrections?"  If there are objections then he takes a vote on making the corrections.  Then annouces the minutes are approved as corrected.  If there are no corrections to the minutes, all he has to say is , "The minutes are approved as read."  
    To use a proxy vote, this has to be allowed by the bylaws, corporation papers or state laws.

The Parliamentarian

RACHEL CASTO wrote:

        I am Chairman of a five person board for a mobile home park of 26 homes.

        The board voted 3 to 2 on a management company.  The day after, one of the board members who voted no got one of the residents and both of them went to all the residents homes to take up a petition to hold a special meeting to oust the board decision.  Is this proper?

Dear Rachel,
    What do your governing documents say about this?  Do they give the board power to do this?  What power do the residents have in your association?  Look at the bylaws and covenants.  Also is the person mad about the company chose to manage or that you are hiring a company to manage?

The Parliamentarian

Rachel Casto wrote:

        We are a new board and do not have bylaws in place at this time.  We are working on that.  We have agreed to go by Robert's Rules until they are in place.

        Membership has advised us at our last general meeting they expect the board to made these sorts of decisions as that is why they voted us in.  We do advise them of what is happening at the general meetings and they certainly have the right to bring any questions or ideas to us.

        Yes this person was angered about the management company chosen.

        This person has been fighting us from day one.  He feels his vision of the right thing to do is the only vision.  I would appreciate any help you can give me as I am new at this and I don't want to say or do anything that would be considered improper.

        Thank you so much for getting back to me so quickly. I look forward to your reply.

        Rachel

         

         

Dear Rachel,
    Until you have adopted some bylaws you are going to continue to have these problems.  Right now the membership can consider the decision that you made.  What they will have to do is first  rescind the motion that they adopted that allowed the board can hire a management company.  That will take a two thirds vote without previous notice or a majority vote with notice.  Then they will have to make a motion about which management company to hire.  This may be a wonderful opportunity to let the members know the facts concerning the problem.  However, if the members are going to get this upset about things, I would suggest that until your bylaws are in place that you let the membership decided all these issues.  They will get tired of being involved in all these decision making questions quickly.
      The next question is:  Have you hired the company--signed a contract with them?  If you have then you need to point out to the members that there could be some problems rescinding the contract.

The Parliamentarian

Rachel Casto wrote:

        Yes I have signed and mailed the contract.  I have spoken to the residents and they don't have a problem with the decision.  It is this one board member who went around looking for signatures without telling them what it was all about.  When they heard why the decision was made they were very angry at the board member for starting all this trouble simply because it went against what he wanted to do.  Is there anyway we can stop him from starting all this trouble all the time.

        We will get busy on the bylaws immediately.  Do you have any thoughts as to what I could use for a reference?

Dear Rachel,
    The only way to stop this is through bylaws.  Do you have the book Robert's Rules of Order Newly Revised, 10th ed?  That is an official book that has quite a bit on bylaws.  However, if this is going to be a Homeowner's association, then you probably need to incorporate.  Ask your management association about this.  That is something they should be able to guide you in.  Also they may a know a good attorney to help you with this.  If you hire an attorney however, you will want him to put it into language that you can understand.  Do you have covenants that go with your property?   Another thing that you could do is hire a parliamentarian to help you with the bylaws.

The Parliamentarian

Rachel Casto wrote:

        I don't even know what covenants are.  We do have an attorney.  I will speak to him.  Honestly, this has been going on or the last five months and I have reach the end of my rope.  I just want to step down at this point.  The closing on this park is going take place at the end of this month and after that I just don't care.  I thank you so very much for your help and understanding in this matter.

         

        Dear Rachel,
            I know this work wears on your patience--it does on all of us trying to establish and maintain democracy.  But hang in there, it will all work together for good.  Covenants are rules that come with the land.  In land based associations, there are rules about what kind of house you are to have ( or in this case trailer), how the property is to be kept, etc.  There may be rules about what kind of animals are appropiate for those living in the association.  For example, in our covenants no can be a dog breeder, nor can we have chickens, goats, cows, etc.  Our covenants tell who is a member and who has the right to vote.  It also gives the yearly assessment that we are to pay and how it can be raised.

        The Parliamentarian

         

         

Lynda Pettigrew wrote:

        I am looking for a book on the correct verbiage to use when composing minutes, i.e., a motion is made and then amended, what would be the correct
        way to word such an action?  Thank you for your assistance.

        Lynda L. Pettigrew

Dear Lynda,
    We are currently working on a training manual and forms for secretaries and minutes.  It should be released this fall.  Would you like to be informed when that product is finished?
    This is how you handle this situation in the minutes:  First write the original main motion.  John Jones moved that we spend $20,000 on developing training programs for those who have been laid off of jobs in the dot.com industry.  Let's say that the motion is amended to include airline mechanics, and farm workers.  The amount of money has also been increase to $50,000.  So the minutes would read this way.
    John Jones moved that we spend $20,000 on developing training programs for those who have been laid off of jobs in the dot.com industry.  The motion as amended "to spend $50,000 on developing training programs for those who have been laid off of jobs in the dot.com industry, airline mechanics, and farm workers,"  was adopted or defeated.

Parliamentarian


Lynda Pettigrew wrote:

        Dear Parliamentarian,

        I would like to be notified when the product you mentioned is available.  I do hope you include correct verbiage with regard to Robert's Rules of Order for preparing minutes.

        When I first started preparing minutes,Istated"A motion was made by Mr. SoSo" instead of"Mr. SoSo moved to etc."   The Chairman of our Board my wording and it was at that time that I started searching for a reference guide that I could refer to when doing minutes.  I haveThe GreggReference Manual;unfortunately, it does not address meetingminute's verbiage.

        The Robert's Rules of Order clearly defines what should be in minutes but does not address what correct verbiage should be used.

        I hope youconsider this suggestion when creating your product.

        Thank you for your quick response and theinformation.

        Lynda L. Pettigrew

Dear Lynda,
    The correct verbiage according to Robert's is that Member so and so moved to do something.  We do address that in our product.  I am also going to have a section on grammar, capitalization, etc.  The only difference in the way that you are phrasing the minutes is that it is the passive voice versus the active voice.  I don't see any harm to phrasing it the way that you are doing.  It is more important that the minutes reflect correctly what happened.

The Parliamentarian  

Momwevr@aol.com wrote:

 

hello-
i am looking for information on the procedure for installing the officers at
the installation banquet. we do not have anything in our records stating
what is to be said about theincoming postions of president, 1st vice, 2nd
vice, secretary, and 1st and 2nd treasurer. if you could guide me in the right direction i would truly appreciate it.
thank you

araina doyle
1st vice president
st. richards parent club
momwevr@aol.com

 

Dear Araina,
        The installations that I have been invovled with have been very simple.  One of our members reads off the duties of each office and then asks if we will do our duty.  We all stand in a line, and then he goes to each of us.  He stands in front of each officer, reads the duties and then asks if that officer will perform his duty.  Of course we all say yes.

The Parliamentarian

Dgg58@aol.com wrote:

        Nominations have been closed for a slate of officers. Election is coming up. We have more than one person running for some positions, and only one person for some positions. I have been asked by several members if the ballots will be done seperately for each office, one position elected, and then move on to he next position OR of we will have a call for nominations from the floor for all positions at once and the a single ballot/vote time. To me, it is apparent that there are people who may wish to nominate from the floor, but would only do so if they knew the outcome of other positions. What is the proper way to handle this? Our by-laws only state that voting is done by ballot if there are more than one nominee for a position. Do we do each office seperately? Is there any requirement for doing President first, or should/can it be done last?

Dear Dgg,
    Let the members decide the procedure.  Let them know that they need to make a motion concerning the procedure.  But the presiding officer could certainly explain the pros and cons of each procedure.  If two people are nominated for the same office, and members want to consider the person who didn't get elected for another office, then vote on each office separately.  If this is not a consideration, then they can vote for the entire slate at once.  

The Parliamentarian

TORREGGIAN@aol.com wrote:

        It has always been my understanding that an executive committee was part of
        the Board of Directors who were officers on the Board (not just directors).

        Could a non-board individual be part of the Executive Committee of the
        B.O.D.?

        Thank you. --- Mabel M. Torreggiani - torreggian@aol.com

Dear Mabel,
    First, an executive committee has to be provided for in the bylaws.  Second,the bylaws state who are members of this committee.  Only those listed in the bylaws can be a member of this committee. A non-board member could only be a member if the bylaws allow it.   If you don't have a provision for the executive committee in the bylaws then there is no executive committee.  If the organization has one and it is not provided for in the bylaws, then the committee is an illegal entityt of the organization.

The Parliamentarian