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Dear Parliamentarian Vol. 8 August '96

Dear Parliamentarian Vol. 8 August '96
Answers to your Parliamentary Questions
drvideo@comcast.net


"Dear Parlimentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.



Dear Readers:

In this month’s column we have the following questions:

    Bylaws
    Approval of the minutes by e-mail
    How to figure a 3/4 Majority
    How to discharge an Officer
    What to establish as a Quorum
    Duties of the Treasurer


Dear Parlimentarian,

    Please mail to Susan Cano, PO Box 53, Lake Elmore, VT 05657 any printed information you have about Robert's Rules of order. I am also looking for information that would assist a committee with guidelines for establishment and amendment procedures for Committee by-laws. If you can send info on this or help me find out where to locate it I would REALLY appreciate it. Thanks!!

Susan


Dear Susan,

    After giving some thought to your question, I realized I need to ask for more information.

        1. What kind of a committee is this? Are you a committee within a governmental body, or large national organization, or a local organization?

        2. How does your committee function within the organization? Is it established in the bylaws as a standing committee or has it been formed by a vote of the organization? Is it to work on a special project? Or is it a permanent committee?

        3. Who does the committee answer to or report to-- the members (assembly) or the board?

        4. What is its purpose?

    Normally a committee doesn't have bylaws of its own, but is governed by the bylaws of an organization. However, there are always exceptions. If you would answer these questions, I can give a better answer.

Parlimentarian


Dear Parlimentarian

    Thank you for the response to my call for help. I received in the mail the 2 flyers regarding the videos available. In regards to your questions:

    The Lake Elmore Association has a board of directors and executive officers. We call the association a committee when we talk about it in the community, but really it is an association.

    There are current by-laws in place regarding the functioning of the association. They need to be amended. There has been much discussion as to what the official process for this would be. Because of this and the interest of the association to do things correctly I contacted you for assistance. I have not been able to find any information regarding guidelines or rules for by-laws development or amendment that should be used by formal associations. The Lake Elmore Association is responsible for all issues that arise relevant to the lake as well as maintenance of a healthy lake. Although the Association has a board of directors the association ultimately has the responsibility to objectively represent the community needs and interest.

    Hope this helps. Thank you again for your help. I will be looking forward to your reply.

Susan


Dear Susan,

    Thank you for your response. Did you see the second issue of the Parliamentary Internet Newsletter on our Web page? It has what to include in the bylaws and that may be a great help to your if you are thinking about amending or revising your bylaws.

    ROBERT’S RULES OF ORDER NEWLY REVISED, 1990 ED. has an entire chapter on writing, amending, and revising bylaws. I recommend that you read it thoroughly. If you do not have a copy of this book and can’t buy it locally, we sell it in both paperbound and hardbound.

    How many changes do you want to make to your bylaws? If it is only a few changes then you would use the “amending” process. This is the motion “To Amend Something Previously Adopted”. If your bylaws do not state the procedure for amending them, (this needs to be included in all bylaws), then the correct procedure is to give previous notice (usually written) and it needs a 2/3’s vote to be adopted.

    The bylaw notice can be given in the call to the meeting. The exact wording of the proposed change is stated in the call to the meeting. Write how it would read with the proposed change in brackets.

            HERE’S AN EXAMPLE:

            Article II. Membership

            Section 2 . Dues

            1. The regular members of this association will pay $25.00 annually to the treasurer . Dues must be received by January 30 or a member will be considered delinquent and no longer able to vote.

            Now let’s say that the members want to propose that the date the dues are to be paid changed to “February 15”. The notice would state that there is a proposed bylaw amendment to Article II. Membership, Section 2. Dues, #1. by striking out “January 30” and inserting “February 15”. The proposed amendment would read.

            “Dues must be received by [February 15] or a member will be considered delinquent and no longer able to vote.”

            Each proposed amendment is to be done in this manner. If you have more than a few places that need to be changed, then it would be best handled in a complete revision of the bylaws -- that’s another story.

            At the meeting each bylaw amendment would be proposed as a motion. It would be discussed, it could be amended but only within the scope of the notice. In this case, it could be amended to include any date between January 30 and February 15 but not any others.

            Each bylaw adopted immediately takes effect unless a proviso stating another time is adopted.

    I hope this helps. There will continue to be a series on “writing, amending and revising bylaws” in our Internet Newsletter.

Parlimentarian


Dear Parlimentarian

    Can meeting minutes be approved via email? I have sought in vain for guidance from Robert's.

    Thank you for your guidance at your earliest convenience.

Dorrie Slutsker
Parliamentarian, Northern California & Nevada Medical Library Group


Dear Dorrie,

    No parliamentary authority that I know of is addressing e-mail as a way of imparting information concerning meetings or approving minutes. This is what I would suggest, and this is perfectly in accord with Robert's Rules, let the assembly decide.

Parlimentarian


Dear Parlimentarian

    A certain Maine City Council is required to approve appointments of the Mayor by a 3/4 vote of all its members. There are seven members and 75% results in a fraction of less than half. Some want to round down, others up. I am inclined to rule that they must go up to six to achieve the required number for action. What do you think? Is there any authority to support either position.

David


Dear David,

    George Demeter in his manual of PARLIAMENTARY LAW AND PROCEDURE, p. 36 says this: “On a three-fourths vote your need three yeses to every no vote.”

    In the case with seven members voting, if you had two “no” votes then your would not have a 3/4th vote. You are right, it takes six to approve appointments by the mayor.

    However, I am surprised at such a high requirement for the approval of appointments. Are any ever approved?????

Parlimentarian


Dear Parlimentarian

    The Sun City Civic Association's bylaws state Robert's Rules of Order shall serve as the official parliamentary authority for this association. However, the president doesn't bring a Robert's Rules of Order book to the meeting, and is the chair at our meetings. When we ask the chair for an appeal, the chair cannot do it because of this lack of preparation.

    There is a determined group of people involved in changing the way the SCCA conducts business and is being led by our vice president and president. In your opinion, what can we do about this violation of our bylaws? I'm trying to keep these folks from destroying the SCCA. Thank you.

Chuck


Dear Chuck,

    There has always been the thought whispering to mankind “Why do we need to follow agreed upon rules -- give us a KING!”

    When we were revising bylaws in my church, a member wanted to strike the parliamentary authority from the bylaws. This member felt we were all good Christians and didn’t need any rules. Another member replied: “If we don’t follow Robert’s then whose rules do we follow? Yours? Mine? Or do we make them up as we go along?”

    Needless to say, the members understood the implication of not having agreed upon rules and left the parliamentary authority in the bylaws. We need to have agreed upon rules so that we can have government by impartial law rather than the whims of man.

    Robert’s Rules or any adopted parliamentary authority are not rules of restriction or limitation but rules of protection -- rules to protect the minority and absent members. And they preserve the continuity and harmony of organizations. And they are rules to prevent a small group from taking over and railroading things through.

    People don’t want to follow Robert’s because they don’t want to take the time to learn it. The solution to your problem is education!!!!! Offer a series of workshops on the subject. Bring in a professional parliamentarian to conduct them. Or you could begin by showing our video. As you know it is divided into short sections. You could show a section, it discuss it , practice it, etc.

    We have a NEW video that we are releasing August 30. It’s ALL ABOUT MOTIONS. It has a thorough explanation of all the subsidiary motions, privileged motions, most of the incidental motions and motions that bring a question again before the assembly. If you go to our WEB page there is a billboard advertisement that tells all about it at the beginning of the page.

    Now with this video comes a booklet that has a short synopsis of all the motions and tells the basic procedure and what vote is required. If your president didn’t want to take Robert’s with him, he could take the booklet and that would help him with procedural problems. (This new booklet is page referenced to Robert’s so it makes finding things in the book easier.) Or have the secretary take Robert’s to the meeting and have her (him) help the presiding officer. You take Robert’s to the meeting. In fact every member should take all the documents that govern the organization to the meeting with them!!!

    Here are my suggestions to handling this problem:

        1. Go to the president and talk with him. Offer your help. If you have no parliamentarian, offer to be it during the meeting. Or offer to meet with him prior to the meeting and explain the different procedures that he is having problems with or the proper procedures of motions that you think MIGHT come up at the meeting.

        2. Offer to present a workshop to the officers and members about parliamentary procedure.

        3. You be a good example of the right way to do things. By a good example I mean not always rising to a “Point of Order” for minor infractions, but only when members rights are being taken away and then it explaining the correct procedure to the members. (I let many things go by in my church as long as no one’s rights are being taken away. If I were constantly correcting, it would turn everyone off, then no one would ever listen. And when I have an opportunity to correct, I do it gently. I also offer my help to our presiding officer when I know complicated things are on the agenda, and so far every president has appreciated this help.)

    If we can be of further help in setting up an educational workshop for you, let us know.

    Keep writing and we will try to help.

Parlimentarian


Dear Parlimentarian

    We want to discharge the president.

    The board of directors is concerned about how this should be done. In particular, we are concerned about controlling the discussion at the meeting.

    Your input would be appreciated. Time is of the essence our board meeting is scheduled on Monday afternoon.

B Shark


Dear B shark,

    First of all do your bylaws provide for the removal of an officer?

    If it doesn’t specifically provide for this procedure, then you can rescind the election only if your bylaws use this phrasing for the term of office “the president shall serve for _____years or until his successor is elected.” See 657 first dot.

    If your bylaws state this then you can rescind the election. This motion is a main motion, it needs a second and is debatable. If previous notice has been given, then it takes a majority vote. If no previous notice has been given then it takes a 2/3’s vote. See Robert’s Rules pp. 299- 303,

    Now if your bylaws do not provide for removal, or if your bylaws state that the president shall hold office for a fixed term; or if it states for _____ years and until his successor is elected, the president can only be removed from office by the following procedure:

    An investigating committee must be appointed, it must prefer charges, and a formal trial must be held. ROBERT’S RULES p. 657 second dot.

    Please follow the proper procedures. This protects everyone.

    Depending on which is the correct procedure determines the method of debate. If you will tell me what your bylaws state then I can tell what procedure to follow.

Parlimentarian


Dear Parlimentarian

    We are finalizing updating our bylaws, an want to make quite sure our treasurer understands (to the fullest) what records and what he is to do as treasurer. Please help. I go out of my way to make sure I get all the latest info from your website. It’s great. Thanks again for all of your help.

Diane

Dear Diane,

    The bylaws about the Treasurer should be kept simple. These essentials need to be in the bylaws:

        1. That the Treasurer keeps the financial records of the organization and where he keeps them. (If your organization owns a building, have all the records kept there!!!!) If he keeps them at home, then make a provision that all records are to be kept in an orderly fashion and returned to the secretary when he leaves office.

        2. That the Treasurer is to deposit funds in the financial institution of the organization of the executive board’s choosing. (and that the account be in the organization’s name and not that of the treasurer.)

        3. How often the books are to be audited , when they are to be audited, and by whom they are to be audited.

        4. How often he gives a report (monthly to the board? Quarterly to the membership?)

        5. Does he prepare a budget? If so, when does he submit it and to whom?

        6. Is he a member of the finance committee? Or ex officio member of the finance committee?

        7.And other information that is unique to your organization.

    Remember, only those things go into the bylaws that are essential for this office and you don’t want changed except by amending the bylaws.

    Standing Rules are a good place to list the way he is to do things. These can be changed by a majority vote.

    May I suggest buying a pamphlet entitled THE SPOTLIGHT ON YOU THE TREASURER published and sold by the National Association of Parliamentarians. It cost $2.00. It is very easy to read. It includes his duties, how to write a report and budget, and what documents need to be assembled for an audit. It would be very helpful for both your board and treasurer to have a copy. They also have “spotlight” booklets on other topics to. I have all of them and they are very helpful. Call 816-833-3893.

    Now I would like to forewarn you about something. It is important that someone be in close contact with the Treasurer or that there be an assistant Treasurer to work closely with the Treasurer. Three organizations that I belong to have had to replace the Treasurer quickly. In two cases the treasurer died very suddenly. In the third case, the organization had to replace the treasurer because she was not doing her job. In all cases the books were a mess! In one case it has been it has been five months and we still have not sorted things out. In this last case, the man’s son new about his involvement with our group and was able to get us most of the information before it went into his estate. In two cases the treasurer kept the records at home. In one case it was a church and the records where kept at the church but know one knows what to do or when.

    We allow people to do their job, but someone else should still know what is going on in case something like this happens.

    Hope this helps.

Parlimentarian


Dear Parlimentarian

    We are a nonprofit professional association. We are currently updating our bylaws and have been unable to determine how many people/percentage of membership constitutes a quorum based on Robert's Rules. Can you help?

Thanks,
Amy B. Eades

Dear Amy,

    Did you see Volume 2, Issue 2 of the Internet Newsletter on our Web Page? It has all the basic information about what needs to be in the bylaws including the quorum number. You have our permission to print it off and share it with your organization.

    Now about a quorum. It should be set at a realistic number . It should be set at how many people can be counted on to attend a meeting where the conditions are optimum. Or take an average of all the meetings that the membership attends and use that as your quorum figure. Don’t set it too high because it may become impossible to achieve it and then you will not be able to have a meeting.

    For example, I was member of a social organization with about 200 members. Our bylaws set the quorum number at 60. The only time we could count on that number was at our fall salad carry in. The group had been electing officers and conducting business for years without a quorum.

    In revising the bylaws, I recommended a smaller number. We could always count on 30 members being present. So when we revised our bylaws the new quorum number was 30. Remember this number is a minimum number to ensure that enough members are present to conduct business. If more attend the meeting that is great, if not there is still the minimum number to conduct business.

Parlimentarian


Dear Parlimentarian

    My experience with procedure has always dealt with procedure within the context of a meeting. Are there standard guidelines for canceling or rescheduling a regular scheduled meeting?

Ray Finch
rgfinch@bendnet.com


Dear Ray,

    In an organization’s bylaws it usually names the day the meeting is to be held and hopefully tells how a meeting can be changed or rescheduled. Look in your bylaws. If it does not explain how to reschedule a meeting, then write me back and send me what your bylaws say about this. I also need to know what parliamentary authority your organization has adopted.

Parlimentarian


Dear Parlimentarian

    I am a pastor in a local Church of the Nazarene. The only statement in our constitution that I can find reads as follows:

        128 - Meetings. The church board takes office at the beginning of the church year and shall have regular meetings within the first 15 days of each calendar month and shall meet specially when called by the pastor, the district superintendent, the secretary only with the approval of the pastor, or the district superintendent when there is no pastor. Between the annual church meeting and the beginning of the church year, the newly elected church board may meet for organization purposes, at which time it shall elect a church secretary and a church treasurer as provided hereafter and any other officer that it shall be their duty to elect.

    In addition to that we have a "regular scheduled time" approved by the board of the first Wednesday of each month.

    The question that has arisen is whether the chairman of the board (the pastor) has the authority to reschedule the "regular scheduled meeting" when it is obvious that this meeting is in conflict with other activities or holidays which with assure that the attendance will either be less than a quorum or require people to attend with less than adequate preparation and attention?

    Although it has been a long standing policy in the church's that I have been involved in that the chairman (pastor) can make these changes in meeting times, we have a current board member who has served on many "government" boards and committees who claims that this is neither legal or appropriate.

    I would appreciate any light that you might shed on this subject.

Ray Finch

Dear Ray,

    Working on church boards is definitely different than serving on government boards.

    First of all, parliamentary authorities recognize “tradition” or “custom” as having the same authority as something written. If something has always been done a certain way and all the members know this and accept that as fact, then it would have the same authority as if it were written down. George Demeter says this on page 244 of his parliamentary authority, “Custom has the status of a standing rule, and a standing rule may be discontinued by a 2/3 vote without previous notice, or by majority vote with notice.”

    The question I have for you now is: has this been a “standard” practice in the church you are now the pastor of? If you answer “yes”, then you may according to custom reschedule the meeting. If it has not been the standard practice of this church, then the answer would be “no”. In that case you would have to have the meeting. If there is not quorum, call the meeting to order and the members can set the time for an adjourned meeting. Or if members are unprepared, they can move to have an adjourned meeting and then postpone the business to the adjourned meeting.

    I suggest that you amend the bylaws or adopt a standing rule that allows the chairman to reschedule a meeting in the case of a conflict like a holiday or other activities.

Parlimentarian


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