Dear Parliamentarian Vol. 76 June 2002
Dear Parliamentarian Vol. 76 June 2002
Answers to your Parliamentary Questions
"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.
A motion was on the table, the vote was 3 yes, 2 no and 1 abstained. Did the motion pass or fail?
The motion passed. An abstention doesn't count at all. The motion received 3 out of 5 votes which is a majority.
Gwen Johnson wrote:
First, thank you for all your assistance.
I do have another question. Under parliamentary procedures, is a motion required to declare a seat vacant when board member’s term of service expires?
No. when a term expires, it expires, and the newly electe person takes the place of the person leaving. If you haven't elected, someone to fill the person's term, you should do it immediately.
Dianne Williams wrote:
Is there any rule to support an Executive Order?
What do you mean -- an Executive Order? Please give me an example. I know the President of the United States uses this, if we are thinking of the same thing, and it becomes law. However, I have never heard this term used in organizations. So if you will describe what you mean in more depth, I will try to answer you.
Dianne Williams wrote:
I am not sure of the correct term....It was mentioned to me that the president of an organization could make an executive order during his/her tenure (specified time).
An order is needed to stipulate clarity for a specified time only (i.e. president only to sign vouchers, all travel must be pre authorized).
As far as I know, only the President of the United States can issue an executive order. The examples that you give are not to be "orders" of the president. These must be presented as motions and voted upon either by the board of directors or the assembly. The president of an organization can only do what the bylaws give him the power to do. The examples that you give are really standing rules that should be adopted by the organization and kept with the governing documents. These are administrative rules and can be changed by the assembly or board by previous notice and a majority vote. See our Parliamentary Newsletter on our Web Site <parli.com> Volume 6, Issue 3. This tells what standing rules are. You also may find the very least newsletter helpful, too.
Tell me exactly what you want to do and then I will tell you how to do it. Tell me what you want to enact and why. Then I will tell you how to do it.
Dianne Williams wrote:
I want to enact an order that clearly defines who (and only who) can sign all vouchers except in the event of the incapacitation of the president.
That expenses be pre-authorized by the president and other immediate Board members .
That the President and or Vice President may sign checks only in the event of the incapacitation of the treasurer.
The By-Laws are board and does not pointedly make these definitions.
What is the least legal approval approach to institute this immediately?
The best way to approach this is to adopt a standing rule. This is more of an administrative rule. However, if you want it to be difficult to change then you need to amend the bylaws and put it under duties of officers. But right now it only has to be made as a main motion. It takes a majority to adopt.
Dianne Williams wrote:
Oh, the WHY.
The former president took the liberty of attending a workshop in March. Now she wants to be reimbursed for all expenses. Not only is this not in compliance with the board By-Laws, she's waited until after she's no longer in office to submit the vouchers. I want to make sure this does not happen again.
Are you at liberty to give me your opinion on this scenario as well? I am not in agreement to pay her since it was not pre-authorized and no Board decision was made. However, it may come to some Board members agreeing to pay her all of it. If I can substantiate through the legal rules per Robert's Rules, etc., I can get this accomplished legally and amicably.
If what the former president did was not in accordance with the bylaws, then she can't be paid. The members would have to amend the bylaws for this to be done. If the board did not give prior approval for her expenses, then she will have to pay for them herself. Use your bylaws to back you up.
Dianne Williams wrote:
Thank You! The thinking she has now is that we (The Executive Board) can go back and vote to approve her expenses). The other problem is that the By-Laws do not state anything about pre-approval. It's implied. Of course, everyone knows that but there's always one. Do you still suggest I stand on the By-Laws as they are?
Before we go any further, why don't you e-mail me the bylaws. You don't have anything to hang your hat on if it is implied. It has to be concretely spelled out. Why don't you want to reimburse the president for attending the workshop? Has it been a tradition to send the president to this type of workshop and pay the expenses? Will it cause ill will if you don't pay the expenses? Do the others on the board want to pay the expenses?
Dianne Williams wrote:
This is a first. The meeting will take place today. The reason I don't think it should be paid because the By-Laws clearly state that Any expenses over the amt. of $50.00 must have a majority board vote. I am submitting an option and if it's not agreed, I'm recommending to lay aside until such time it can be presented to the entire voting membership (next annual conference).
If the bylaws state that any amount over $50.00 must have approval of the board, then it sounds to me that the board could vote to pay the expense. The correct procedure, instead of laying it aside, is to move that it be presented to the membership at the annual meeting.
Farr, Chris wrote:
I'm trying to discover the difference between Regular and special meetings of the Board of Directors (not association). Can you offer any insight?
Thanks! and Regards,
email@example.com is my home e.mail but I live at work ...
A regular meeting is designated by date in the bylaws. A special meeting is one that is called between regular meetings. A regular meetings any business can be transacted. In a special meeting only business stated in the call to the meeting can be transacted. For a board to have the ability to call special meetings it must be provided in the bylaws. However, if the board is a board of a corporation, state laws also provide for special meetings. The point is that is there is no provision in governing documents for a special meeting then it can't be called.
Does a township supervisor have the right to have a vote by ballot on weather to change to an out of town insurance company or does it have to be by the show of hands?
please reply to Lonnie Wright at firstname.lastname@example.org
If a township supervisor is a member of the board that is making this decision, he can make a motion to take the vote by ballot. Then the members of board deciding this must vote on it. However, as a governing public body, the voters may want to know how each member voted. I would check with your lawyer about this. Government bodies have a different responsibility to the voters than members in an organization. The open meeting laws may have an affect on this, too.
Does the township supervisor have the right to obstain from voting on an issue , except to break a tie if necessary?
please reply to lonnie wright at email@example.com.
Usually a member has the right to abstain. No one has to break a tie vote. A tie vote means the motion is defeated.
Sharon Fosseen wrote:
Thank you so much...I received the minutes you wrote and find them very helpful. I like the ones with the Topic off to the side, but now get the fun of figuring out how to format it! :-)
Now a couple of questions for you..since you obviously have a great amount of expertise. The minutes from the past Secretaries has some things that I find curious.
Each year..at the national meeting, they have a private Reorganization Meeting, where ALL officers are voted upon. The way it is worded is...
The nominations are made and seconded....no problem there. The it says
"There being no other nominees, the nominations were closed. The Secretary was instructed to cast one vote for Mr/Ms.____________.
This makes no sense to me since there are no Secretaries in the room. WE are all waiting out in the hall to be voted in! Is this archaeic and I can change it???
My other problem is in recognizing when a topic needs a motion and to be voted on and when it is just a discussion that needs to be noted.
Any suggestions to a novice?
You have been great. Thank you.
I had to use my Correl Word Perfect Program to get the minutes with the topic off to the side. I couldn't get it to work in Microsoft Word Program.
Now tell me who is electing the officers? Is it a Board of Directors? Give me a little more information and perhaps I can help you.
Sharon Fosseen wrote:
Okay..is it the board of directors that has the reorganization meeting. (Don't ask me..I've never heard of such a thing in all of my years of serving on boards!!!0
First of all there should be no "secretary casting the ballot". The chair should take a vote. If the bylaws say that the vote is by to be a ballot vote, the "secretary" or one person designated as the secretary can't cast the vote. If the bylaws don't say the vote has to be by ballot, then the chair should take it by a voice vote. Why don't you suggest that they get our video "Nominations and elections". Even though it shows a small assembly in the video, the principles apply to any size of organization.
The person recording the minutes should state what happened. Perhaps someone is acting as the secretary who casts the ballot. I would take a wait and see attitude with this group. Get to know them and figure out what is going on. See if they are receptive to change and doing things right. Then gradually suggest changes.
I can't thank you enough and agree completely with your "wait and see" too. It's one of those organization that has had the same Secretary through years and years of operation. I think she may have made it up as she went along. I had never heard of anything like a Secretary (who is not even in the room, mind you) casting the vote. You verified that it's screwy.
I will work on changing it gradually. They are all well-intentioned and it should work out. THey only meet twice a year so it shouldn't be too hard to change them.
Again...thanks!!! You are a treasure!!
My question is:
Mr. Chairman, I request we vote by written ballot. Does this need to have a second, and voted on?
This is for a church voters meeting. Does that make any difference from Town meetings?
I have not been able to find a clear answer, so I would appreciate if you could help me out. Our meeting is next week.
Thank you kindly,
Clarice J Krueger
The motion to take a vote by ballot is an incident motion. It needs a second, is not debatable and needs a majority vote to adopt. However, the presiding officer can take the vote by "general consent." The presiding officer says, " Is there any objection to taking the vote by ballot? Hearing no objection, we will take the vote by ballot.'" If a person says, "I object!", then the presiding officer takes a voice vote: "All those in favor of taking the vote by ballot, say "aye". Those opposed say, "No." The ayes have it and we will take the vote by ballot." or "The noes have it and we won't take the vote by ballot."
Hi, I was the former Parliamentarian for my local Community college Student Government Association. I graduated in May 2002. I'm intending to cross enroll between the local University and the Community College I graduated from.
I would like to remain Parliamentarian for one more term while at the community college. The SGA advisor sent me an e-mail saying I was no longer eligible to participate in any elected positions.
Here is the rule:
According to Student Activities procedure 3.603, part III Procedure, letter, E; If a student graduates from Hillsbrough Community College, they may not hold an elected position(i.e. Executive Board, Senator ,Club
representative in the Student Government Association. The implications of this procedure are obvious in that it would preclude you from serving as a member of SGA.
My argument is Senator or Parliamentarian isn't an elected position a the college. All that was required to become a senator is to fill out an application form. I was appointed Parliamentarian.
According to HCC Student Government Constitution. All Senators must be elected by the student body. This was never done even though the advisor insists it was. It is well known that Senators weren't elected. Elections are held for paid positions such as President, Vice-President, Secretary, and Treasurer.
Do you have any suggestions what I can do about this? I feel the rule regarding graduates being not being allowed to particiapte as a Senator or Parliamentarian is wrong. I'd appreciate any advice you may have. I'm scheduled to meet with the Dean on June 23rd, 2002.
Do your bylaws say anything about a parliamentarian? Who appoints the parliamentarian? Does it say that anyone who serves in these advisory capacities have to be enrolled in the school? Is it possible that SGA could hire a parliamentarian (for example a registered parliamentarian at some time?)
Please let me know. Then I can help you further.
The bylaws don't say anything about a parliamentarian. I was appointed by the previous President because she couldn't control the meetings. The constitution says that graduates can not serve in elected positions such as officer,Sentor or club rep. They won't hire a registered parliamentarian because the Dean won't pay for it when students will do it for free.
I had a meeting today with the SGA advisor. My position was that Senators aren't elected positons. I believed this until I read the constition because ever since I was involved with SGA Senators were never required to be elected.
Students just fill out for and then they are instant Sentors. This totally violates the constitution because the constitution says potential Senators must be nominated then elected by the student body. This never happens at the college. My advisor said that students nominate themselves when they fill out the application to become a senator. I know this is wrong. I belive my advisor is just totally oblivious to the constitution and ignores proper parliamentery a meeting with the advisor and the Dean for Thursday at 9:30 am. Also they are violating a state law by not posting there agenda in a public area.
Any ideas what I can do to try and "clean" things up. When I meet with the Dean I'm going to explain the violations. Also I feel the rule regarding graduates not being able to particiapte is not right. I'm cross enrolled with the University and the commuity college. I pay a student fee yet I can't participate as a Senator or Parliamentarian. I should also point out that Senators and Parliametarians are unpaid positions. Officers get paid a decent sum of money.Your thoughs would be appreciated.
This is the position that I would take. Unless the bylaws provide for a parliamentarian and the way the parliamentarian is appointed or elected, then the organization (usually the president) has the prerogative to appoint a person that he or she can work with to be parliamentarian. Since many members are not familiar with this subject, parliamentarians are most often not members of the organization. Why I asked you if they could hire a Registered Parliamentarian was if they could do that, then they could also appoint you to be the parliamentarian.
I would go in showing that the current president wants you to continue in this position. I would persuade the Dean from the stand point that since no one else knows the rules, and that the bylaws are not being followed, and that since you are familiar with the organization, and that there are no rules preventing you from this position, that the Dean come to your support.
If the meetings are really that bad, did you see where we sell videos on this subject? Many SGA's have bought these videos and found them very helpful. If you would like to provide us with a fax number to get the information to either the advisor or the Dean, we will fax information to them on this subject. It sounds like they need it.
I would also take the approach that in most colleges that SGA officials are trained properly in conducting meetings. When they leave the school and put on their resume that they were an SGA official or member of the Senate, people assume that they know this subject matter. How embarrassing it will be for the school when people find out that they don't know it. By having a parliamentarian that knows the subject matter, and providing for leadership training, not only will bless the students but the school itself. It will bring dignity to the meetings, teach students proper etiquette in government meetings, and teach them that rules that are adopted are to be obeyed and respected. Working in student government is teaching good citizenship. If these students keep having unruly meetings, they will go into society thinking this is the way things are done. I believe the college has a responsibility to uphold the rules that they have adopted and set a good example for the students in expecting them to follow the rules.
I would like to appoint a member to be our Parliamentarian for my term of office. Does this person as parliamentarian become a voting board of director member? She wants to be a voting member of the board and some members feel this will be a conflict of interest. Help? Thank you,
I don't know what your bylaws state, but I presume the parliamentarian can't be a voting member of the board unless the person was elected to the board by the membership. The parliamentarian is usually an advisory position that is to help the president conduct meetings, solve parliamentary issues when they come up, and answer questions that you may have or others may have concerning parliamentary procedure.
In April, I volunteered and was elected to serve on the Board of Directors for our condominium complex in Missouri—and discovered immediately that I had stepped right into a hornet’s nest!
Our board has 5 members. We have a property manager. Immediately after the annual homeowners’ meeting, wherein I was elected, the wife of one of the long-time board members said the board was waiting for me so they could hold their meeting. There was a great deal of noise around us since most of the homeowners were still present (but not interested in our meeting).
Immediately after the meeting was started, one of the board members asked me if I would be willing to serve as the Secretary/Treasurer. I said yes. This same person then nominated the previous Secretary/Treasurer to be Vice President (that person was not present), and (to the best of my recollection), nominated the current President to continue in his term. The other board member present—a doctor who has been on the board for a long time like all of the rest of the "boys," made a statement about what a thankless job being the President was. We voted and I took the minutes for the remainder of the meeting. The person who was President continued to preside at the meeting. The doctor told me after the meeting to send the minutes to the Property Manager so he could send them out to all of the Board members and file them. I wrote up the minutes the next day and emailed them to the Property Manager.
One of the items we discussed was the encapsulation of the boat docks. This had been discussed in the Homeowners’ meeting and it had been decided that the Board was going to hold a special meeting to discuss options for getting this accomplished, and then have a special meeting of the Homeowners over Memorial Day weekend to vote on it. During the Board meeting, we decided that we would hold this special meeting in three weeks. In addition to the minutes of the Board meeting, I wrote up an agenda for this special meeting based upon what had been said, and sent it to the Property Manager as well.
Two weeks later, the doctor called me and said that the Property Manager had told him that I had never sent him the minutes of the Board meeting and that he needed them as soon as possible. I told the doctor that I had indeed sent the minutes to the Property Manager, but would send them again. I then called the Property Manager to be sure that I had the correct email address. The Property Manager was rather evasive with me. I asked him to send me a reply or call me over the weekend when we were at our condo to let me know that he had received the minutes. I repeated these instructions in the email. He never replied or called.
The following week, I received another call from the doctor. He said that the Property Manager had brought him the minutes I had written for him to review because I had made an error in them. (NOTE: the Property Manager was not present at the Board meeting for which I wrote the minutes.) According to the doctor, HE (the doctor) had been elected President—not the person who held that office at the time of the meeting. He said that he had called the person who made the nominations and that person concurred that he had nominated the doctor for President. The doctor went on to say that he had already "corrected" the minutes.
Now, my head was buzzing at this point. There were so many things wrong here, I didn’t know where to start. First, I apologized for any errors that I may have made, and then said that I thought any corrections to the minutes should be made at our next meeting—not by any one member of the board. The doctor said that it had to be done now rather than later because the person who had been President was quite angry about the election and felt that he had been "steamrollered." Now, I was more confused than ever, wondering why, if I had recorded the election incorrectly, had the previous President continued to preside at the meeting? The doctor was saying things like, "If he (meaning the previous President) wanted to run for President again, he could have nominated himself." Additionally, I was thinking about how the previous President and I had worked together on a clean-up team after the meeting and he had not said a word nor acted upset. None of it made sense.
I told the doctor that I might call the previous President and see if there was any way to smooth his feathers. I told the doctor how important I thought it was that the Board attempt to be cordial and follow the rules of conduct. The doctor told me that he thought the previous President was going to call for another election and that he was studying the bylaws to see if he would be able to do so (I can’t find anything there that spells out conditions to invalidate an election and hold another).
A couple of days later, the doctor called to tell me that the special meeting was being postponed because one person (the fellow whom he says nominated him for President) could not be present and he asked if I would be available the following weekend. I said yes. In the course of our conversation, the doctor told me that the Property Manager or his wife typically took the minutes for all of the meetings that they attended—that he (meaning the doctor) had "nearly gotten the Property Manager’s wife ‘trained’ to take good minutes." He said I did not, therefore, have to worry about taking any notes at meetings unless they were not present. I told him that I appreciated that, but thought I would be taking my own notes as well.
Now, I really did not want to talk to the previous President all that much, so I did not make an effort until two days before our special meeting was to be held. On that day, the Board member whose place I took called me and asked what was going on. I told him what I knew objectively—that the doctor said I had made an error in the minutes and that he—not the other guy—was now the president of the association. This ex-Board member told me that he had talked to the previous President and he was pretty upset. We chatted some more, wherein he disclosed some other information to me about the doctor’s past behaviors on the board and the need (in his opinion) to keep a close eye on him.
Later that night, I called the previous President. He was unhappy about how the election had been held and the doctor’s plans for encapsulating the docks, which we were going to discuss in 2 days. He said that he had just learned of this meeting that morning and would not be able to attend because of prior commitments. Another red flag went up for me because the bylaws state that the President must inform all Board members a minimum of three days before a special meeting. I figured that surely this guy knew this since he had been on the board for some time, so told him that since the doctor had said himself that this meeting was so important that all Board members needed to be there and since it had already been postponed a week, I was sure the doctor would reschedule it for another day. Somehow or other in the whole mix, I ended up volunteering to tell the doctor that the previous President would not be able to attend.
I sent the doctor an email as soon as I got off the phone, telling him that I had talked with this person and reminding him about what he had said about all of the Board members needing to be present. I told him what time I would be at my condo the next day and asked him to call me if needed. He did not call me until the ½ hour before the meeting was to start 2 days later. My husband took the call. He said the doctor told him that one of the Board members had "driven all night" to get to this meeting and that we would just have to go ahead and have it. (For the record, the board member in question had NOT driven all night to get there—he had simply made the normal 3 hour drive from his home and had not started out until that morning.
At the meeting, I put up a good fight to be heard, but it was pretty futile. The doctor has an agenda to get the docks encapsulated right now. He and the Property Manager have been trying to use scare tactics to get it done, saying that Ameren, the issuer of the dock permits, is going to set a deadline for the docks to be encapsulated any day now. I had done some research prior to the meeting and presented evidence that they have no intention of doing so. The boys did not like that, and tried more scare tactics ("the docks are sinking" no, they are not) and rumors ("people say that Ameren is going to send out engineers to condemn any docks that aren’t encapsulated." No, they are not!). I told them were not things I based my decisions upon—especially when it involves nearly $100,000 and increasing dock assessments six-fold! I was told that we had to do it because our Property Manager says we need to. Now, I think our Property Manager is a conscientious fellow, but a little over-zealous in spending our money. He has never been a Property Manager before and approaches it more like a craftsman than a businessman. I know a little about the background of the Property Manager (he used to talk to me before I got on the Board). He ran a trenching business in Kansas City before moving to the Lake a couple of years ago. I hardly think that qualifies him as an authority on docks, so I told them so and asked the Property Manager straight out for his qualifications to make the assessment that the docks must be repaired this year. He never did answer me. However, the doctor (who was presiding as President) yelled at me that sometimes we just have to do what our Property Manager says needs to be done.
I have to admit that I continued to be a fly in the ointment for the rest of the meeting—not intentionally, but because I don’t intend to be intimidated by the doctor and his cronies. I was rather proud of myself because I kept my cool (even when they were trying to irritate me by being condescending) and reminded them that I was asking these questions and bringing up these points of dissention because homeowners would be asking me.
At the end of the meeting—even though I had made a point to sit next to the President (doctor) and take copious notes of the meeting—the doctor made a big deal out of asking the Property Manager to get the minutes to him by the following Wednesday. I said nothing because, well, frankly, I was pooped!
Later, I went into denial and tried to forget it. After all, I go to my condo for relaxation—not this grief. However, because of actions taken at that meeting, I now have to pay six times more for my dock assessment and doc is steamrolling onward and upward with the actions to try to get a loan to encapsulate the docks this year.
Week before last, the Property Manager stopped by my condo and asked me to sign the minutes of the special meeting that he and his wife had written. The doctor had already signed them. The Property Manager told me that the version I was seeing had already been revised by the doctor. I was so disgusted, I just signed them.
I think it’s obvious that this ain’t gonna work. The previous President and I have talked. He thinks that we need to do something to nip in the bud the doctor’s dictatorial behavior and the Property Manager’s subservience to the doctor. However, he does not know what to do except argue with the doctor.
I suggested that maybe we can do something by working together. For one thing, I asked him to bring up at the next meeting that I should be taking the minutes—not the Property Manager—and that any revisions to those minutes should be done at our meetings—not by individuals. I believe we can get this accomplished since this is in the bylaws as the Secretary’s responsibility. I hope this will help squelch a large portion of what is going on.
Second, I plan to call the doctor on points of order. For example, if he starts debating an issue or putting forth his own agenda, I plan to call a point of order and remind him that according to Robert’s Rules of Order, he should step down from his seat as presiding officer while debating and another person should take his place temporarily. I’m not sure that this will have any effect, but I’m going to give it a try.
I’ve looked through Robert’s Rules of Order and cannot find anything about reprimanding or removing a President who is out of control. Our bylaws have some vague clauses about how to remove a person from the board, but do not lay out just causes for doing so. Of course, since this is supposed to be a place to go to relax and enjoy nature and our neighbors, no one is eager to start a war—whether or not it could result in a lawsuit. Still, I feel that the good doctor has already declared war by his actions, and now we are forced to respond. Any suggestions for a peaceful (or otherwise) resolution? What about a grassroots movement? Many people are in awe of this man because he is a doctor, so I doubt that anyone will want to take action against him. (His wife is an even bigger tyrant than him, and most people put up with it.)
Sorry for the length. Thanks for any suggestions.
Dear The Parliamentarian,
You need to become versed in the state Condo Act. Every state has one. It will no doubt talk about removal officers, allowing the Condo Association members to call a special meeting, and perhaps even addresses the raising of assessments. Call your Secretary of State to find out where to get this information. Your board is also incorporated. Find out what act it is incorporated under. Get this act. These documents take precedence over your bylaws and corporation papers. You also need to read your covenants to see if anything is addressed in them about this problem. If you get our book , Webster's New World Robert's Rules of ORder Simplified and Applied, there is a small section on "censuring" the president. You could do that. If you don't stop this action now, you will be in for further trouble. I wouldn't be surprised if the management company wasn't hired by the president. I would recommend firing the management company and get one that works with Condo's. Interview them carefully. You should write the minutes not the Condo Management company. Other board members should correct the minutes. Why didn't they correct the minutes concerning who was elected president? Are they that cowardly? The board can move to rescind this man's election and elect another president. Are you folks bonded? The members could sue concerning this? Can the board raise the assessments without the members voting on this big of an increase? You really need to look into the Condo Act. You may have law behind you.
Wow, thank you for the swift response. I definitely am ordering your book today. I also have The New Robert’s Rules of Order (2nd Edition) by Mary A. De Vries.
You’ve confirmed what I suspected—that the homeowners could take legal action against the Board as a whole due to this person’s actions. That makes it imperative that we act. I have looked up Missouri’s Condo Act (late last night) and did not see anything in it about removal of officers. I will look at it more closely.
As I mentioned, many people in the complex are in awe of this man because he is a doctor and are willing to let him and his wife have their way. There are some, I believe, who are going to scream when they get the letter about the dock assessment being raised so significantly. The way that letter was handled, by the way, also was illegal. The doctor was quite upset in the meeting that the bylaws prevent the board from taking out any loans over $2500 without a vote by the homeowners. When I questioned our right to raise the dock assessment so significantly without a vote by the homeowners, the doctor and his crony that he appears to be colluding with, quickly talked me down, saying that the Board had the right to assess any amount they want on the homeowners without a vote and that "they would never get anything done if they had to let the homeowners vote on everything."
Last week, the doctor sent me and his crony what he had written up to be the ballot. The doctor asked us to review the ballot he had written and to give him our feedback "immediately." Chafing a bit at the latter, I reviewed the document. It was dictatorial and again was using "scare tactics" to justify the work on the docks. I rewrote the ballot to reflect that 1) the dock assessment was in direct relation to loan to have the docks repaired and would last only as long as the note was open, 2) that this work was being done on the recommendation of our Property Manager and what his assessment of the situation is, and 3) that Ameren requires that when docks are repaired, they must be encapsulated. I then sent it to all members of the board that I could reach by email. The doctor wrote back to me that he thought my version said essentially the same as his, but that he was incorporating parts of my version in his. Yesterday, he sent me and his crony an email saying that he had told the Property Manager to send his version of the ballot to the homeowners and that even if it doesn’t pass, we will proceed with encapsulating one dock that is next to the channel this fall.
I’m going to try to break this up and get it straight, with the help of the ex-President. However, this person is not very well versed in the bylaws or Robert’s Rules of Order. I hate being a quitter, but your response has confirmed a lot of my suspicions about the potential ramifications of this Board’s actions. I’m debating right now whether to resign immediately or wait until the next meeting. If I wait, I plan to state that as Secretary, I will take the minutes and read them at the next meeting. If any corrections need to be made to those minutes, they will be made in our meeting—not by any individuals. I also will point out to them that the bylaws specifically say that the position of Treasurer can only be combined with the position of Vice President, and that the Secretary/Treasurer position I have is illegal according to the bylaws. (The doctor’s crony is the one controlling the books at this time, by the way.) If these things are not acceptable to them, I plan to resign immediately.
Thank you for your comments and time. You’ve been a tremendous help.
I am surprised that the Condo Act doesn't have anything about removing board members. Are you incorporated, too? If you are then the board will have to fall under the guidelines of that particular corporate code. I know they have something in that about removing officers.
Now see if your documents require a vote of the members to raise assessments. Our documents do cover that to some degree. I just can't believe the law would allow such a thing to happen. There must be some provision that also allows a percentage of the membership to call a special meeting.
Does the board have insurance to protect them in case they are sued? You may want to contact an attorney that works with condos to help you with this.
I wish you well.
The Janet Underwood wrote:
Hi, The Parliamentarian:
I’m digging into this in more depth. You have given me a good sense of how to proceed.
Yes, we are incorporated. The Property Manager holds all of the financial records and I’ve been trying to get him on the phone to tell me if we are bonded. So far, no luck, but that is not unusual. Ever since I got on the Board in April, he has stopped responding to me. I am very persistent, however. : ) I suspect that he feels caught in the middle.
We do have a provision in the bylaws that enables a percentage of the homeowners to call a special meeting. At this point, my plan of action is to determine whether we are bonded or not. If not and the Board refuses to remedy this, I resign. If I do not have to resign at that point, I’m going to point out that I cannot be both Secretary and Treasurer and resign from the position of Treasurer. After that, I’m going to insist that we follow the bylaws that state that the elected Secretary takes the minutes (not the Property Manager), and that those minutes will be read at the following meetings and will be changed according to proper procedures.
I’m trying to figure out if we can declare the election invalid wherein the doctor says he was elected President. There was no secretary present to take notes at the time of the nominations and election. I was elected Secretary/Treasurer at that election and did not officially start taking notes until after I was elected. As mentioned before, nothing occurred in that meeting that led me to believe that I had written the minutes incorrectly when I said that the presiding President was re-elected. He continued to preside at the meeting after the election and the doctor did not step forward. I’ve asked this person for his take on the whole thing and all I get from him is that he is very angry at the way doc and his crony "steamrollered" him and that he thinks they had this all set up before the meeting took place. None of this is very useful for changing things, however.
Again, thank you for your advice. I’m going to talk with a lawyer as well.
Even though no one took the minutes of the election, all the board members present certainly have the right to approve the minutes. Certainly they can remember who was elected president-- how can two members believe they were elected? It seems to me if the former president felt he was elected as president and continued presiding, something should have been said at that time. What kind of mind control is going on here? !!
Concerning the assessment, I would recommend calling a special meeting of the members. Remember the board is elected to represent the members and their financial interest. I think some people are forgetting this.
I think if you are bonded and insured, then I would recommend that you stay on the board to keep everything on the up and up.
Thanks for quick response.We are a for profit cooperative corporation. We have absentee ballots for elections of offices and directors. We also have proxy papers.
"Proxie. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting, or a shareholder's duly authorized attorney-in-fact, may authorize another person or persons to act
for him by proxy, but no one shall be authorized to hold more than two proxies. Every proxy must be signed by the shareholder or his attorney-in-fact. Every proxy shall be ellective only for the specific meeting for which it has been given and any lawfully adjourned meetings thereof, except that in no event will a proxy be valid for more than ninety days from the date it was executed. Additionally, every proxy shall be revocable at the pleasur of the shareholder ewxecuting it."
Also: "Shareholders Quorum and Voting. Thirty five percent of the shares entitled to vote, represented in person or by proxy, shall consititute a quorum at a meeting of shareholders."
I can't find anywhere, where it says that absentee ballots can count as a quorum.
For the absentee ballots to be counted in the quorum that would have to be written into the governing documents. Have you looked in your corporate charter?
This is the only place I can find the words"absentee ballots"
IN our by-laws:
Nominations: "It shall be the duty of the Board of Directors to appoint, not less than sixty days prior to the Annual Meeting, a committee on nominations consisting of not less than five members. No member of the Board may serve on such committee. The secretary shall post and/or mail, with the notice of the meeting, a list of all the directors and their terms of office, indicating the retiring directors, a statement of the number of directors to be elected and the names of the candidates. The notice must be presented at least fifteen days before the date of the Annual Meeting to permit the mailing and receipt of absentee ballots. Nothing contained therein shall,
however, prevent additional nomination from the floor at the meeting of the members. Not withstanding anything contained in this section shall not affect in any manner whatsoever, the validity of any election of directors."
It looks like the absentee ballots are a way of giving those not attending the meeting a way to vote. What I would recommend is that you change to a proxy ballot for those not attending the meeting, and then those proxy ballots can be used in establishing the quorum. For an example see our WEb Site <parli.com>, go to the blue side bar and scroll down to "Homeowners Associations. Vol 2, Issue 2. We have our sample proxy which includes the list of candidates for those not coming to the meeting to vote. Or you could encourage or require that a sign proxy form accompany your absent ballot so that would give it the force of a proxy to be included in the quorum. To require this you would need to amend your bylaws.
People an either do an absentee ballot or have someone represent you by a proxy, but cannot do both. that is why I don't think that absentee votes can count as a quorum?
The way you have it now the absentee ballots are just to be put in the ballot box when voting for nominees. They do not count in the quorum. Only those who send a proxy with another member are counted in the quorum. You really need to change your bylaws.
A gentleman in our park, gave the info to our manager, and she wouldn't even look at it. she called the president and he went to the mans house and wanted to know, why he was harassing the manager.
It sounds to me that you have a problem with those in leadership not understanding their duties to follow the rules.
I wonder if I could ask your advice on an issue. My boss and I are having a bit of a disagreement about how best to correct minutes that have been amended. My boss feels that the minutes that need correction should simply be changed on the computer, without giving any indication of what the original "minute" was before it was amended.
Based on parliamentary and minute-taking sources I have read, I feel that minutes should be corrected in such a way that the original "minute" can still be read, for instance, by putting a line through the changed part and
hand-writing the change (initialed by the Chair), or appending a separate sheet showing the corrections/amendments. (I would not apply this to simple editorial or spelling corrections.) My only problem is, I can't explain why it would be important to be able to see what the original "minute" was before it was amended.
Can you offer any comment on this problem, i.e., what the best way to correct amended minutes is, and whether there is good reason to show the original "minute" or record including the change.
Thank you for your help.
You are correct. Nothing is ever erased from the minutes. A line should be drawn through the corrected material, and the correction should be written above the mistake. The secretary initials it and the date it was made. In researching my books, the only reason I can give for this method of correction is that members must be able to read what is under the line to make sure that was the mistake and the incorrect material was corrected. The minutes that you present to the organization should already be printed, signed, and in an official minutes book. Then when a correction is made, it should be made on that piece of paper. Those minutes that are in the computer should not be considered official minutes.
PS. I am currently working on a "Training Manual for Secretaries" which includes this type of information.