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Dear Parliamentarian Vol. 77 July 2002

Dear Parliamentarian Vol. 77  July 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.


Anne Marie wrote:

To Whom It May Concern, I am a condominium owner and one of the board members is an attorney he also lives at the complex and he is the attorney for the Association. Can this be some sort of conflict of interest?  There are many other problems as well: when I call the President of the board and ask questions on certain matters I get hung up on, and when I call the Communications Coordinator I leave messages {she screens her calls} and I am never called back. I received a letter from the Comm.. Coordinator stating "Be prepared for me to hang up the telephone if you are calling about any matters we have discussed on the telephone during the last six months or any related" Those were the exact words written in the memo that she sent me. My issues with the board of directors is very much a "Target Situation" and there is much more to this than I can write because it would be a short novel, I hope that someone can help me in this injustice of deceptive board members. Anne Marie

Dear Anne Marie,
    Any attorney that the Board would hire would represent the Board.  However, this attorney would be wise to make sure that the Board of  Directors is following the laws, the covenants, and the bylaws.  I do not know what kind of problems that you are having with the Board.  I would recommend that you research carefully your problem and then send it to the Board of Directors in writing.  If they are breaking the covenants or state laws, then you should point that out to them and ask them to get an attorney's advice that is not a member of the association.  I'm sure that they have the attorney as a board member because it is saving them money.

The Parliamentarian

Jaycee John wrote:
Please note:  If there is a fee for receiving your advice then please do not respond as we are a non-profit (philanthropic) organization.  If your advice is free, then I thank you in advance for your time/input.

Situation:

Our women's club bylaws state "Annual dues for Club membership shall be set annually by the Board of Directors.  No refunds will be made.  In addition to dues, New and Reinstated members shall pay an entrance fee of $25.00.  No refunds will be made.  Dues are payable on or before April 1 of each year and become delinquent on June 1.  The Treasurer shall mail a Dues Statement to each member whose dues are not paid by June 1.  If dues are not received by July 1, the member shall be dropped from the Club.

Dilemma:

The newly elected board wants to act to allow new members who join the last 4 months of the Club year to pay only 1/2 year membership dues rather than the full amount OR to begin pro rating dues.  If either of these actions are taken would it require an amendment to the bylaws or would a passed Motion suffice?  Current edition of the newly revised "Robert's Rules of Order" serve as our parliamentary authority/guide.  But I am unable to ascertain from reading it the following answer:

What determines whether a bylaw change is called for or just a main Motion that is approved by the Board?  Thanks for any help you can give.

Jayne John, MWC Parliamentarian/Past President

 Dear Jayne,
    No charge for the question.  To have pro-rated dues for new members is a bylaw change and not a main motion.  Your bylaws allow the board only to set the amount of the dues.  It does not allow them to pro-rate the dues.  Anything that has to do with dues, according to Robert's Rules, is to be in the bylaws.  Any motion that changes the structural nature of the organization is considered a bylaw change.  Anything that has to do with administration is considered a main motion.

The Parliamentarian
 

Elliot Kleinman wrote:
 At what point can a member ask for a secret ballot on a motion?

Dear Elliot,
    When a motion is pending, and anytime before the vote is taken, a member can rise and make the motion to take the vote by ballot.  The motion needs a second, is not debatable and takes a majority vote to adopt.

The Parliamentarian
Klkobby@aol.com wrote:

 

Hi,  I was told you may have an answer to a question that I cannot find.  Do

you know if a homeowners association can legally tell someone what they can

park in the parking lot.  My son-in-law has a very nice motorcycle that he

sometimes drives and the by-laws states no motorcycles in the parking lot.

(they live in a 24 unit Condo)                                                  

                            Thank you,                                          

                            E-mail klkobby@aol

 

If the covenants and bylaws state no "motorcycles in the parking lot"  then he can't park there.  These bylaws and covenants are enforceabel as law.  So yes, the association can legally tell your son-in-law not to park there.

The Parliamentarian
 

Keith R. Harris wrote:
Our Constitution states:

"Amendments to this Constitution shall be reduced to writing and must have three readings at three consecutive official meetings at the last of which the amendments must receive the favorable vote of at least two thirds of the members present in secret ballot."

What is the process for amending a proposed amendment? Many of the members are convinced that notice must be sent out with each change followed by three readings of the change.

Keith Harris

Dear Keith,
    Your procedure for amending bylaws is very unusual.  It is not standard procedure for an organization to have three readings of a proposed amendment.  This procedure is usually used for governmental bodies.  If you followed the procedure that your members are suggesting, the process could go on forever.  I assume that members can't amend the proposed bylaw amendment until after the third reading.  At this time, a member can propose an amendment as long as the proposed amendment is within the scope of the notice.  This is true for any proposed bylaw amendments in any organization.  A proposed bylaw amendment is amendable as long as it fits within the scope of the notice.  For example, if the dues of any organization are set in the bylaws at $15.00 a year.  The proposed bylaw amendment wants them to be $30.00 a year.  Members can amend the proposed amendment between $15.00 and $30.00.  That is within the scope of the notice.

The Parliamentarian
 

DrEricDC@aol.com wrote:

  Subj:    Quorum question

  Date:    Wed, 17 Jul 2002 15:56:08 EDT

  From:    DrEricDC@aol.com

  Greetings!  I serve on a not-for-profit board.  Our regular meeting is tomorrow, and we have the unpleasant task of voting a member off the board.  I have worked extensively with the Center for Non Profit Excellence and we are certain that our plan falls within our bylaws and Robert's Rules.  Our board consists of 11 members, 7 of whom will be there tomorrow.  I have in my posession a proxy vote with the stated motion from one additional member (we have a precedent for proxy votes within our organization).  Should events become unpleasant, and the three members who we know will vote against this removal simply stand and leave the building, will we not be able to hold the vote since we won't have a quorum?  Or since we opened the meeting with a quorum, will the board members that leave without voting be treated as abstentions?  Any help is greatly appreciated!




Dr. Eric C. Epstein
Chair, Program Committee
Kentuckiana Children's Center

 

Dear Eric,

    If members leave, they are counted against the quorum.  If members leave and there is no quorum you will have to adjourn.  It sounds to me that you need to work this out another way.  Can you get the board member to submit an resignation?  If the board is this divided, perhaps you need to have an impartial party sit with you all and see how your problems can be resolved in a more friendly manner.

The Parliamentarian


Kathryn Saxton Granato wrote:

Thank you for the info on your site.  As a social studies/civics teacher and community activist, I'm impressed with the content.
Concerning a school board that, according to its bylaws, operates under Robert's Rules....
The president of the 9 member, elected board,frequently makes motions where he has a known conflict of interest-appointment of relatives or entities with which his relatives are associated. After making the motion, he abstains from the vote without explanation. Am I correct in understanding that one cannot put a motion on the floor and then argue in opposition-isn't the making of a motion a suggestion, endorsement? Can you be specific in helping me cite the problem with proper proceedure in this circumstance?  Thank you, Kathryn Saxton-Granato

 Dear Kathryn,
    Someone  should not make a motion that is of personal interest.  If a motion that is made that is of personal interest to one member, that member should abstain in the voting.  You are correct in that the person who makes the motion can't speak against the motion.  

The Parliamentarian

 Danielle E Bernock wrote:

Dear sir




I have been online searching for info about parlamentary procedure &

found your site. I read your article about the homeowners association

because that is why I am looking into this. We are in a new subdivision

that is attempting to hand the association over to the homeowners from

the developer & so far it has not been pretty. I have just recently

gotten on the board as secretary & confess I am limited in knowing what I

am doing. I have a difficult time understanding "legaleese" so when I

have read my by-laws there is much I do not understand. I believe the

majority of our problem is most of us don't have a clue what we are doing

but don't want to be under a dictator type rule. There are some in the

subdivision that are controlling. I had no idea a homeowners association

was such a complicated thing. I don't know if we have gone about our

assessments correctly or not.

Can you help me?




Sincerely

Danielle Bernock

 
Dear  Danielle,
    You are correct a Homeowner's Association is a very complicated thing and most of us don't have a clue what is going on.  Most documents are written in legaleese by the developer to protect the developer.  However, there is hope.  The first thing I would do is get a copy of our book Webster's New World  Robert's Rules of Order Newly Revised.  I would read it from cover to cover.  Begin at the very beginning.  We explain the concept of democracy, how to maintain and see that it is done in an organization.  Then get a copy of the state codes that you are incorporated under and the Homeowner's laws (if the state has any).  Unfortunately, most laws give the Board of Directors almost absolute power.  
However, you don't have to fall into that trap.  Our association does have four meetings a year to get the feed back of the Homeowners about what they want to do.  We are having an attorney re-write our covenants and bylaws.  But we are carefully screening the revisions and seeing that Homeowner's rights are protected.  Be an informed board member and encourage the other board members to be informed too.  Our videos work well in training people in basic parliamentaryprocedures.
    Now what can we help you with specifically.  If the work involves a lot of time on our part we do charge a fee.

The Parliamentarian

Clarice wrote:

Dear Mr. McConnell,

 

I have searched through 2 Robert's Rules books for the answer to my question and have no luck finding it......

My question is-----

A motion was made and seconded, than the chair called for a vote. A question was asked to call for a debate/discussion to which the chair responded NO, and the vote was taken.

 Is this motion null and void? This motion was in regards to an amount of money to spend, and it did require a debate on the amount. There  was an amount in the motion, and that is what the vote was on. Should not another motion need to be made? Also several times during the meeting the Chair expressed his personal opinions.

I would appreciate your opinion to my question.

 Thank you

Sincerely,

Clarice J Krueger

cjkphoto@klinktech,net

Dear Clarice,
    The motion that was made and voted upon is valid.  Your members and presiding officer however need to have a better understanding of the rules.  The member who asked for discussion should have raised a "point of order".  When the chair ruled against the point of order, the member should have "appealed from the decision of the chair". This motion could have overturned the chair's ruling and allowed the members to discuss the issue.  If you are dealing with an ignorant presiding officer,  I suggest that you encourage him/her to get our video "Parliamentary Procedure Made Simple:  The Basics."   Or have the organization get for him/her as a gift.
    If you are not happy with the amount that was adopted, and the money has not been spent, you can rescind the motion, or amend the amount through a motion entitled "Amend Something Previously Adopted."  

Florence Weber wrote:

At our last meeting our treasurer moved to adjourn the meeting. Before

anyone could second the motion a director started to talk about

something else. A second was not forthcoming at this time.

I mentioned that there was a motion on the floor and her question had to

wait.

The person who interrupted the motion eventually seconded the motion.

Did I say the right thing or not? I was under the impression from what I

read that a motion to adjourn was not debatable and must move forward.

Do I apologize or stand my ground?

Thanks.

P.S. We have your video on how to conduct a meeting, but no one is

willing to take the time to watch it. People seem to want to be on a

board for the glory, but are unwilling to read or research for

information. I'm the only one, as secretary, who does this.

Unfortunately, seven of the nine board members work full time.

Hope you had a nice holiday!

 Dear Florence,
    Good for you for standing your ground.  When someone made the motion to adjourn, the chair should have asked for second when none was forth coming.   If no second was forth coming, then the chair should have stated that since there was no second, we will proceed with business.  While the motion to adjourn is pending,  a member can do the following.
    1. Someone can make the motion to fix the time to which to adjourn (which is to set the time for an adjourned meeting) can be made. It is a higher ranking motion that the motion to adjourn.
    2.  some one can give previous notice about a motion to made at the next meeting
    3.  someone can move to reconsider the vote on a motion.
    4.  someone can rise and make an important announcement
    5.  someone can move to reconsider and enter on the minutes
    6.  someone can rise and inform the assembly of business requiring attention before adjournment.
    Why don't you take the presiding officer aside and show them in the book where it says what they should do.  Any time you can educate someone, you have help the entire process of parliamentary procedure.

The Parliamentarian

PS.  Why don't you suggest that you take some time at a board meeting to watch the video.  If everyone learns the rules, the meetings will go faster and smoother.  Watching the video is a time investment in the future.

 

Richard Fontenot wrote:

I have a question and was wondering if you could direct me to where I

can locate it in Robert Rule of Order

Question:

Before a nominating committee can nominate a person, should everyone

seeking the office state their intentions.  In our organization each

district chooses a nominating committee chairperson and that person

votes as the district wishes.  At this particular meeting, the only one

to our knowledge that was seeking the position was the one who was

currently serving.  When the nominating committee came back, they

nominated someone that we were totally unaware of who was seeking the

position.

When should the intentions of those seeking the position be announced to

the members:  before or after the nominating committee makes their

recommendations?

Thanks for your help

A frustrated member who is trying to learn the right way to conduct a

business meeting.

 

Rhonda

Dear Rhonda,
    Please read the chapter on Nominations and Elections in the book.  It begins on page 416.  I did not know how things are done in your organization.  Usually people don't seek office as we do in political elections.  I suppose someone can make it know that they would like to be considered for office.  Why an organization has a nominating committee is to find the best people to serve in offices.  The nominating committee has the responsibility to take the bylaws, see what the duties are for each office, the eligibility requirements, and then see who in the membership fits this.  After the committee has decided the members they want to nominate then they call those members to see if they are willing to serve if elected.  Then the committee presents their list of nominees at the meeting.  Then the presiding officer asks for other nominations from the floor.  Members can at that time rise and give nominations for the various offices.
    Just because the membership didn't know that the person nominated was interested in the office, that does not affect the nomination. Perhaps the nominating committee felt this other person could do a better job.  This often happens in organizations.  Unless your organization has some rule stating that members must make known their desire to run for office, this usually is not a practice in nonpolitical organizations.  This is the only way I know how to answer your question.  In some organizations, for example, national organizations, members make known that they want to be considered for a position.  However, when an organization has a nominating committee the procedure that I described in the first paragraph is the standard practice.

The Parliamentarian


Karalin Alsdurf wrote:

I recently attended a meeting where a motion was made, seconded, and

discussed.  During the ensuing discussion, the group decided the seconded

motion needed to be changed.  Another attendee and I explained that because

the original motion had already been seconded, the group needed to call for

the question and vote prior to amending or changing the original motion.




Was this correct parliamentary procedure?
 

Dear Karalin,

    No, this is not the correct procedure.  This is the correct procedure.  The first motion made is called the main motion.  AFter debate ensues someone wants to change the motion.  This is considered an amendment to the motion.  Anyone can make the amendment.  It needs a second and the presiding officer presents the amendment to the membership for discussion.  Then it is voted on. If the amendment is adopted it now becomes part of the main motion.  Then the members discuss the main motion as amended.  Then they take a vote.  It the majority prevails the amended main motion is adopted.

    The procedure you proposed would have the members adopt the main motion then adopt the amendment.  Once a main motion  is adopted it can't be easily amended unless the members first reconsider the vote.  Amendments are always made first on the main motion and voted on before the main motion is voted on.  All changes are made to the main motion before it is adopted.   May I suggest that you get our book Webster's New World Robert's Rules of ORder Simplified and Applied  which explains this process.  Our videos Parliamentary Procedure Made Simple  and All About Motions  also explain this procedure.  I am sure that both you and your members would be helped by either of these videos.




The Parliamentarian


Bill Courts wrote:

Dear Parliamentarian:

             Recently, the president of our organization polled the members over the phone about making a major purchase using organization funds.  The president called each director personally (one by one) and polled them.

We received an email the next day stating that the poll vote was in favor of the purchase.  We don’t meet for another two weeks.  Because, he felt that he had to conclude the business deal within 3 days, he authorized the purchase.  I questioned whether or not this was legal within our by-laws and the parliamentary laws in our State of Kentucky.  I was told by him that he had a legal opinion that he could do this.  He would not tell where he got his legal opinion.  I need help getting opinion whether our president could do this legally.

Thanks Bill

 Dear Bill,
    This is what Robert's Rules of Order Newly Revised, 10th ed. states about telephone polling, on page  469, line 29:  "The personal approval of a proposed action obtained separately by  telephone or individual interview, even from every member of a board, is not the approval of the board, since the members were not present in one room where they could mutually debate the matter. IF action on such a basis is necessary in an emergency, it must be ratified at the next regular board meeting in order to become an official act of the board."   The president should not do the polling, but the secretary.  
So right now, the board will have to vote to ratify the motion.  This is a main motion, it is debatable and takes a majority to adopt.

The Parliamentarian

 David Worthams wrote:

In the case of disciplanary hearings against a voting member of a Board of Directors, in which a resolution calling for disciplanary hearings is being discussed - does the object of the resolution still have the right to vote on the matter?

Further, let us assume that the resolution for a hearing has been adopted.  Does the member still have the right to vote on their guilt/non-guilt in the hearing.

Thanks.

David Quinton Worthams
Policy Advisor
House Republican Policy Office

Dear David,
    To answer your first question.  I can not find any conclusive evidence that the accused member can vote on having a disciplinary hearing.  In Demeter's Manual of Parliamentary Law and Procedure , under the motion to censure, page 260 says "The offender himself may not vote on the motion."  I can't find anything in my books that answers your question specifically.
    However, in the second question, the person can't vote. Robert's  Rules states that after the trial the person leaves the room.  What I recommend is that you either get Robert's Rules of Order Newly Revised, 10th ed, or Demeter's Manual to guide you through this process to see that you are doing things according to law. Both have detailed information on these proceedings.  This will protect you from any law suits.  You may find Demeter's more helpful since he has a lot of information for legislative bodies.  If Robert's is your authority then use that by all means.  During the impeachment of President Clinton,  I wrote two articles about this process on our WEB Site <parli.com>.  Look under the Parliamentary Newsletter issues December 1998 and March 1999.
    However, in both situations the person has the right to speak and come to his own defense.  

Sincerely,

The Parliamentarian

 Benjamin Klipfel wrote:

Dear Mr. Parlimentarian.

 I am a city council member of a small town.  I have studied Robert's Rules pretty extensively, and am wondering the following:  If there is an issue that an individual wishes to bring forward to the council's attention (this issue happens to be a petition to broadcast the meetings on television), but is not on the agenda, and is not an elected member of the council, does the chair need to recognize him?  Where is the specific line item?

 Thanks for your help.  I don't know what your response time is, but our meeting is tonight.  Looking forward to your reply.

 Thanks again,

Benjamin Klipfel

Alderman, City of Ashley

Dear Mr. Klipfel,
    The 10th edition of Robert's Rules of Order Newly Revised, pages 93-94 states the following:  "In meetings of many public bodies, such as school boards, the public may attend...These attendees are not members of the meeting body and ordinarily have no right to participate. Some bodies, especially public ones, may invite non-members to express their views, but this is done under the control of the presiding officer subject to any relevant rules adopted by the body and subject to appeal by a member.  Often, by rule or practice, time limits are placed on  speakers and relevance is closely monitored."     
    Since council members represent their constituents, may I suggest that when allowing the public to talk, that the presiding officer tell the person who wants to bring this up and add it to the agenda, the correct procedure for getting business before the council.  I am sure that you have rules on how to do this.  If he has to present it to his council representative, then let the attendee know that.
    If you adopt your agenda,  then no change can be made unless a council member moves to amend the agenda.  The vote require is either a two thirds vote, a majority of the entire membership of the board, or by unanimous (or general consent).
    May I recommend that the attendee at least be heard or some one take him aside and tell him how to get the information on the agenda for a future meeting.  I firmly believe that council members are elected to represent those that elect them.  He at least deserves consideration of his proposal if the council members vote to do that.

Sincerely,

The Parliamentarian