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Dear Parliamentarian Vol. 83 Jan. 2003

Dear Parliamentarian Vol. 83  Jan. 2003
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.


AllWrappedUp76@aol.com wrote:

Dear Parliamentarian:


We recently had an annual meeting with no Quarum . We are 80 units and approximatly 30 people were present. Six members submitted their names for the  three open board positions that would become vacant. After the Annual- the Board met to vote.We are told the meetings of the board are closed. The board held the vote. We have nine board members with three leaving. I asked the attorney present who could or would not answer directly. He first said only six would vote then changed his mind to nine could vote and the board members leaving could vote for themselves. One board member was not there but another member had his proxy. Our by-laws accept proxys for annual but states nothing for reg. board meetings . The six members wanting a position were nominated by one board member but no second occured. We were left out and then the vote went to vote in the old members again. The board would! not accept the board members proxy.
Please offer input. We were also told our hoa does not have to keep minutes by our hoa attorney?The board has had control for many consecutive terms.
S Harris

 Dear S Harris,
   Was this an annual meeting for the election of board members?  Did the secretary receive proxies for the meeting to be counted in the quorum?   Are you telling me that no quorum was present and the meeting was adjourned and then the board held a meeting for electing its own members?

The Parliamentarian

 

AllWrappedUp76@aol.com wrote:

Yes it was an Annual meeting for elestion of the board . That was on our schedual and they did accept proxies for the Annual . It was adjourned and then they elected the same members back in. They would not accept the absent board members proxy saying it was for the other Meeting(annual.) I did not recieve minutes from the meeting they have not responded . I sent an e-mail and have made two phone calls . The meeting was almost two weeks ago. Rember I have a letter stating all board meetings are closed and know one asked the people interested in the board positions to stay. We did not know a meeting was being held then. Please any info would help.

 

Dear AllWrappedUp76:

You need to look in your bylaws.  Most state laws and bylaws that I am of aware of do not allow the board to elect its own members.  The right procedure is for them to call another meeting, letting the members know that there was no quorum, and then have another election.  A good way to handle this is to include a ballot with the proxy.  Members can vote for whom they want and include the ballot with the proxy.  That way the association will have an election by the members and not by the board.  You need to do some further research.  If you can prove by state law or bylaws that the association is to elect the board then you can point this out and show them that they need to call another election.

The Parliamentarian


PS.  Most state laws require that board meetings for home owner and Condo Associations be open to the members.  It sounds to me that there are many illegal actions going on here.  It is probably because of ignorance.

 

AllWrappedUp76@aol.com wrote:

Dear Parliamentarian:
 

It states in our By-laws that At such meetings ther shall be elected by ballot.(we had no Quarom present), of the homeowners a board of managers in accordance with ArticleIII which saysWithin the limits the Board of Managers shall be elected by the homeowners at the annual meeting. It states the managers should hold office until  their successors have been elected and hold thier first meeting. But in any event , at least one-third  of the terms of the members of the Board of Managers shall expire annually.
It states in our By-laws that we as members could have adjourned the meeting.until a quroam was present.
It states on our notice for the annual that the Elections will take place. Should I still seek Law advice? This is so confusing and who need to fight among neighbors???

AllWrappedUp76@aol.com wrote:

 

Also on this note. We have no election commitee as I know off . The people overseeing the vote were the Boards Attorney who was answering my question , the Managemant Co. Rep to our site , and her secretary. No one mentioned the ammount of proxies we had or should have without the homeowners that could not vote because of unpaid dues . Does the Majority vote still mean 50% of 80 units which is 41 people or 50% of eligiable? This was not stated and I am new to all of this. We just recieved our By-laws after requesting copies and being told we should pay 50.00 to recieve copies. But when I asked the board attorney about free copies in front of the Management company she told everyone at the annual we could borrow the by-laws and make free copies. Please answer soo so I can understand . Again this is so complicated and I don't want to start problems or sue but I feel cheated and surpressed b! y the people who are suppose to know.

 

Dear All Wrapped Up:

            I will answer both of your e-mails in this one message.  First, you need to write a letter to the board and send a copy to the attorney and one to the Management Company.  You might start by saying that the annual meeting left you very confused to the right procedures for holding elections according to the bylaws.  You could continue by stating that you have been in touch with a Registered Parliamentarian who has helped you sort out this process and that you want to point out that since there was no quorum at the meeting and the association didn’t get to elect new board members which is the associations right given to them in the bylaws.  You could request that the board call an election meeting as soon as possible.

            This is where your association stands right now.  The board needs to call another meeting to elect officers.  Those board members holding those positions that need to be elected stay in them until someone is elected to take their places.  So the board can keep operating but they still need to have an election according to the bylaws.  It is up to the board members to get the  association members either to attend in person or by proxy to this meeting.  I am truly surprised that the association attorney isn’t aware of this.

            Now about receiving copies of the bylaws and governing documents—that should have been given to you on closing by the title company.  I would truly question this.  If the association is not providing the governing documents to title companies then they need to do that.  It is your right as a home owner to have a copy of all the governing documents of the association.

            What I would do is first write a very nice letter of inquiry stating what you have learned from Robert McConnell Productions who are a resource of parliamentary information, and who are also active in their homeowner association.  Mr. McConnell is on the current board and I have been a member of the board.

            I would also suggest that the board get the current copy of Robert’s Rules of Order Newly Revised so that they know how to conduct proper meetings.  Begin in this manner.  Also start talking with others in your association.  They may be just as confused and disturbed by what is going on as your are.

            I don’t think that you need to seek legal advice yet.  Write a letter asking questions, first, and then see if you get an answer.  You also need to get the state laws concerning Homeowner Associations.  The more legal information you have the better.  By the way in what state do you live ?

 The Parliamentarian


Carol & Lewis Eaton wrote:
What are the rules for public comments at county commission meetings?.   Are they a  privilege or a right?  Could you please advise me on this matter and tell me where to find the facts.  thank you very much   joyce c eaton  jceaton@accessunited.com  

Dear Carol,
    Our book Webster's New World, Robert's Rules of Order Simplified and  Applied has a section on how to behave and speak at public meetings.  You only have the right to speak if the body allows a portion of its meeting for this.  Open meetings only mean that the public has the right to attend and be heard, not to speak unless the county has adopted some rule that allows for this.

The Parliamentarian



Margaret Doyle wrote:

I live in a development in Delaware that has a homeowners association.  It is broken down into three different sections, with three different rules for the same association we all belong to.  Is this legal or normal?

Section 1 (the first built homes) have no rules to follow and can do whatever they wish when it comes to their home improvements or yard.  I can see where they would be "grand fathered" in but shouldn't they follow the association rules too?

Section 2 (the newer homes) must follow the rules set by the association and obtain permission from the board before making improvements (or changes) to their home and yard.  Is this legal or normal policy?

 The third group in the association are townhomes.  I have not a clue what rules they follow.  I have heard that some of them pay a huge association fee (almost double what the single family homes pay) and then I heard some are only assessed each time a improvement is made.  I assume it depends on what building you are living in.

 

I would appreciate any assistance.

Dear Margaret,
    If a development had different phases,  I believe that this is possible.  If there is one board for the entire association, perhaps it would be wise now, to look at the governing documents and revise them so that all are under the same rules.  However, you may have a protest from those who have no rules.

The Parliamentarian

 

William Cataldo wrote:

Recently our organization had to vote on Option A, Option B, or Option C.
Our By-Laws required a 2/3 Plurality vote.
109 valid votes were received.
Option A received 30 votes.
Option B received 31 votes.
Option C received 48 votes.
I believe Option C won the Plurality vote, but would have needed 73 votes to win the 2/3 Plurality vote.
Am I right or wrong?

Thank you.

William Cataldo

Dear William,
    Yes you are right.  So none of the options were adopted.

The Parliamentarian
 

Lupe Simpson wrote:

 For not-for-profit association minutes are prepared for each quarterly board meeting.  We received instructions from legal counsel five years ago that "failed motions" need not be listed in the final meeting minutes and that only motions that have passed should be included.  Can you tell me whether failed motions should be included or not?    Thank you for your help.

 Lupe

Dear Lupe,

    Every main motion is recorded in the minutes and then it states whether is was adopted or lost.  Secondary motion such as amendments, refer to a committee, close debate, lay on the table, recess and adjourn are not recorded in the minutes unless they are adopted.  Does that help?

The Parliamentarian

PS,  We are currently in production on a TRaining Manual for Secretaries.  It is going to be all about minutes.  Would you like to know about it by e-mail when we are ready to advertise it?


 
David Kempin wrote:

Dear Parliamentarian,

According to our church constitution, a quorum for normal business is determined by whoever is in attendance at a properly called voters meeting.  However, it is explicitly stated that for the purpose of purchasing land or buildings, a quorum is determined by a majority of the voting roster.  If the quorum is not met, a new meeting is called two weeks later, and the quorum is re-defined by whoever attends that rescheduled meeting.

Here's the question - a voters meeting has been scheduled to deal with the purchase of a building, as well as a couple "normal" items of business.  How do I address both if the definition of quorum differs depending on the agenda item?  Do I proceed by addressing the normal items of business, then determine if a quorum exists to vote on the purchase of buildings?

Due to timing, it would be difficult to split the items into separate meetings, and the normal business cannot wait until the secondary meeting.  I realize this is a mute point if the quorum required to purchase buildings exists to begin with.

Dave


Dear David,
    You are correct.  The number of members present to satisfy the quorum will be different for each item.  You will have to count the people before each vote.  You will announce if the numbers present satisfy the quorum for each item of business.  If you don't have the quorum for the second item then you will have to reschedule a meeting.  On the second item I would count when it is presented and again when you take the vote in case people leave during the meeting.

The Parliamentarian
 
 Dear Parliamentarian:

I belong to a fire company that has not alot of knowledge in roberts rules of order. If I'm Correct that if you are nominated to a office you may decline it at any time before the election. For example: one member decided to decline his nomination to a office  1 week before the election. when he asked why his name was not taken off the president told him that he could not withdraw his name according to Roberts Rules Of Order. I think that this is wrong. AM I CORRECT ON THIS MATTER. What is the current edition of Robert Rules Of Order? Please e-mail me back on this matter ASAP. Thank You
                                           Thank You Very Much

                                                   Byron Bishop Sr
 
    Dear Byron,
   Yes, Robert's answers this in an indirect way.  In the official book, page 421, it says:  "A nominating committee is automatically discharged when its report is formally presented to the assembly, although if one of the nominees withdraws before the election , the committee is revived and should meet immediately to agree upon another nomination if there is time."
   So yes a person can withdraw his name from nomination.


  The Parliamentarian


Andrew and Debbie wrote:

I would like to know how to proceed with the following; A nomination committee has elected  6 new directors to get on the board in an association.  How does the president have to proceed with this in the meeting with voting?

Thanks,

Andrew Moerman

Dublin

 

Dear Andrew,
    The nominating committee presents the nominations at the meeting.  The chair takes further nominations from the floor and then votes on the nominees.  Those who receive a majority vote are elected.
The Parliamentarian
 

Jan Bergemann wrote:
Hi,

I'm the president of a grassroots organization trying to get better legislation for Mandated Properties enacted here in Florida. I really liked your description of dealing with your association and the board of your community. But I was a little thrown off when I read about you recommending the CAI. According to our experience as homeowners that is exactly the organization whose members (mostly attorneys and managers) initially created the partially useless statutes and lack of possible enforcement! And see to it that they remain unenforceable! Here in Florida the CAI is fighting any attempt for betterment of existing statutes in favor of the homeowners with paid lobbyists. Last year proposed changes to the Florida Statutes were met by heavy resistance from the CAI. According to their own publication (quote):" Attorney Paul Wean of Orlando, who is Vice Chairman of the CAI Florida Legislative Alliance, has instructed FLA’s lobbyists to "'beat this one with a stick until its dead!”  

Don't forget that these lobbyists are partially paid by dues from unsuspecting homeowners, who are being told that the CAI is representing their interests. A statement they had to withdraw after incidents in AZ and TX.

From all the complaints we hear on a daily basis from angry homeowners ( called "disgruntled" by CAI members ) all over Florida about CAI members - attorneys and management companies - we have come to the conclusion that homeowners would be a lot better off and safer in their homes without an organization like CAI and their industry members. Many homeowners all over the nation have in the meanwhile stated that the CAI and its members are not the solution to the many problems in mandated properties, but they actually are the problem!

Or see the effective foreclosure factory CAI members have built in Harris County, Texas - see WebPages at :

http://pages.prodigy.net/hoadata/

I hope you can understand my statement about liking your WebPages - and a lot f the good advice they are giving - but are definitely not in favor of you endorsing an organization like the CAI.

To stay with your example of the old Greeks : they would have possibly banned citizens with similar ideas as CAI members. These people would fit a lot better into dictatorship like former Russia, China or Cuba!

Just my opinion and some Food for Thought!

Take care

Jan Bergemann

http://www.ccfj.net

 Dear Readers,

            I was  member of CAI but dropped my membership when I realized that it wasn’t for individual homeowners.  It is mainly for professionals looking to Condo and Home owner associations for employment for their services.

            If anyone has a different experience with this organization please write us and we will put it on the page.

The Parliamentarian
Robert McConnell Productions

 

B Malicki wrote:

Tuesday, Jan. 14th, 9:00p.m.
Thank you kindly for speaking to me earlier this evening on the phone regarding a challenge of our election and subsequent request for a new, valid election. This is the follow-up e-mail providing more information per your request. FYI: I was a member of last year's Board of Directorsand, as such, have first hand knowledge of how meeting date change, etc. was handled. I was also re-elected to a position on the 2003 Board of Directors. The election meeting took place on 12/08/02. The member's challenge was sent to the newly elected Board of Directors on 1/08/03.

Members challenge:
1. bylaw reference: "The Annual Business Meeting shall be held at a time and location determined by the Officers and the Board of Directors each year."
Her attached comment: previously voted on date of 12/15/02 was changed without proper Board Member notification and consensus for the date change.  My additional comments: meeting was originally set per proper procedure for 12/15/02. An e-mail notification of a change of date to 12/08/02 , due to President's inability to attend, went out to the members on 12/04/02. The challenger is also on the Board and was not part of the process of considering and administering the date change. She did not check her e-mail prior to the meeting, and, therefore, did not know that the meeting date changed. She became aware of the change only when called via cell phone from the actual meeting to see if she was able to attend.

2. bylaw reference: "Members shall receive an agenda prior to the Annual Business Meeting and any other official meeting at which they have the right to vote. Provisions shall be made for voting proxy or by ballot for those unable to attend such official meetings."
Her attached comment: no agenda was received prior to Annual Meeting nor were provisions made for voting by proxy or ballot for those members unable to attend meeting.
My additional comment: I can confirm that no agenda was sent nor were proxy/ballot issues addressed prior to Annual Meeting by Board.
3. bylaw reference: "Provisions for voting shall be made for those members unable to attend the Annual Business Meeting upon request."
Her attached comment: she was not given absentee voting privilages.
My additional comment: she was unaware of the meeting date changes, so was unable to consider the necessity of making such a request.

It seems clear to me that she has valid points warranting a re-election.You have solidified my view based on our phone conversation. However, the newly elected Board, including the newly elected President, disagrees as a majority group based on comments made at our regular Board meeting held last week. A special meeting has been called for this Thursday, 1/16/03,  to formally review her allegations.

My questions:
- should the member's challenge be dismissed without review due to the passing of 1 month to file her challenge?
-is it proper for the newly elected Board to review and act on her challenge as opposed to the 2002 Board?
-if the challenge is allowed and goes to the point of discussion by the newly elected Board of Directors and corresponding vote on action taken disallowing a new election, what is the proper response for me to take? is this Board misconduct?
-do you agree that this member has a valid challenge based on our bylaws?

I am diligently reviewing our state (Ohio) codes regulating conduct of non-profit organizations per your  valuable suggestion.


Thank you,
Lynne

Dear Lynne,
   
What you have told me on the phone and in your message is disturbing.  Your members do not understand the democratic process.  First and foremost the laws (unless your state has updated this recently) do not recognize "e-mail" as a way of notification of meetings.    So it is unfair to blame the member for not checking her e-mail.  There are usually two ways to notify "by mail (post office) or in person".  Some codes allow telephone or fax.
    Second, all members are to be treated equally.  Why should the meeting be changed because the president can't make it to the meeting?  Some one else can preside?  No one person in an organization is more important than another.  All are equal.
    Third, why wasn't the person provided with a proxy vote?  That should have been mailed with the notification and re-notification.
    There are too many questions here about the procedure, it is my opinion that the member has a valid complaint.
    The best thing that can be done now is to have another election.  Then change the bylaws so that the date of the meeting is specifically stated in the bylaws.  Also you must follow the notification procedures as required of nonprofits in your state codes.  If this became a lawsuit, the member pointing out the mistake could possibly win.  The court frowns on organizations that do not follow proper procedures and take away rights from members.
    It is important that your board understands that they are members of a corporate board and need to be responsible as corporate board members.  Everyone should have a copy of the state codes concerning non profits and read them to see how important their positions are.
    If I were on your board, I would be very persuasive in getting the other members to see the importance of following the rules for everyone's protection.   I do not know what recourse the woman would have but to sue or appeal to the entire membership.  I doubt that she would do this.  The most important thing is to get these board members to see the importance of following the rules.

The Parliamentarian

PS. Be sure that your protest is recorded in the minutes.  Also be sure if a vote is taken, and your vote is in the minority that you have your vote recorded in the minutes.  That is your protection.

 

 

Norma J Mingoia wrote:
Attn: R McConnell,

 Good day.  I have written to you several time before, and you have been a great help to us in solving some of our problems / differences.

 May I ask another question.  5 of our 6 board members voted yes to take action to replace some fixtures in our clubhouse. The 6th member did not agree. That member went out into the street and took a "survey" among her friends as to whether we needed to replace these fixtures.  This would be considered preventative maintenance.  We have more than enough money in our Treasury to do this.

 We are restricted, unfortunately to $500 expenditure without approval of the body. This has never been a problem.  When we presented our decision and gave bids to the membership, this board member's "group" made a very loud and abusive argument to the board about us spending money on "needless" items.  This board member, from her position on the stage, suggested that our 7th board member who had just been appointed the day earlier, "inspect" the problem and we should go by his advice. Does this not undermine the previous board's decision. The membership was in such a turmoil, we had to end the meeting.  The ones causing the disturbance were only about 5 people in a group of about 80. I assume no one wanted to get into the battle and they all just kept quiet.  Should this be handled by a disciplanary action?  What do we do in this situation. It will only get worse as this member insistes she always know whats best and is against spending any money on anything unless she feels it is important.  No matter what the new member feels, does our previous vote not stand. I fee. that this one member will become a worse problem if we do not take action now

 Please help.

Thank you

Norma Mingoia

 

Dear Norma,
    Try another meeting.  Only this time have the chairman keep the members under control.  Why don't you send a letter out explaining the position of the board, and allow this one member to explain her position in the letter.  Then bring it up at another meeting and take the vote by ballot.  If members get rowdy the chair has the right to ask them to follow the rules.  If they continue to disrupt the meeting, then the chair should ask the rest of the members what to do about the disruptive members.  It is possible with the assembly's sanction to have them removed from the meeting.  If your organization has a provision for a mail ballot, then that might also be the way to handle this situation.  By taking the ballot by mail, members can read both sides of the question and make the decision in the quietude of their homes.
    You need to point out to the disruptive board member that this a democracy and not rule by one and her few friends or rule by those who can shout the loudest.

 The Parliamentarian

 

TheDon37@aol.com wrote:
       Please send information on the Parliamentary Appeal Process. I would like to appeal a decision on Direct TV attenna installation. I live in a Condo, and I want to Appeal based on the Congressional Telecommunication Act of 1996,sec 207. Thank You.      Jim

 

Dear Jim,
    Usually the motion to appeal is the motion to appeal from the decision of the chair--meaning a ruling of the chair on either parliamentary rules, bylaws or the such.  I am not familiar with the act that you are referring to.  Is this the one that allows Condo owners to have a satellite dish on the condo?  Did the chair rule it out of order for you to have one?  I need more information.

The Parliamentarian


Barbara Skiff wrote:
Dear Parlimentarian,

    I am President of a 50 year old Women's Civic Chamber.  We have a
member who for the last year and a half has been disruptive during our meetings. She comes in late and sits in the back and talks and swears and mumbles during the meeting.  . We have all been upset with her behavior but since she is unpredictable, we haven't been willing to get into a confrontation with her.  When she gets loud I usually call on her and ask if she has something to say, hoping this will get her to stop.
She just continues with her behavior.  Most of our members just want to ignore her. We have recently acquired six new members and every one of them has complained about her behavior to me and I realize we really can not go on with her behaving this way at our meetings.  Our
Parlimentarian seems to remember a motion called Point of  Personal
Privilege.  I can't find this in my Roberts Rules Simplified and
Applied.  I don't feel Point of Order is the right motion. We have tried to get some of our members to even take this woman out for coffee and try to convince her that her behavior is wrong, but no one wants to confront her. So we are trying to find a way at the meetings to have the Parliamentarian point out the bad behavior with a motion each time she acts up, short of pointing her out and making the situation even worse.
Surprisingly, we do not want to kick this woman out. And we don't want to embarrass or humiliate her. We just want to find a way to get her to stop this behavior. Do you have any suggestions for me or are there any motions that apply to this situation? Thank you for your time.

Barbe

 

Dear Barbara,
    It is time for moral courage and great compassion.  It sounds to me that this woman is having some problems.  Why don't you take her out to lunch?  Find out something about her, and how she can be of help to the organization.  If you take her out to lunch, I wouldn't be surprised that she is having emotional or mental problems and her behavior at the meetings is going on in other aspects of life.   The kindest way to handle this is not to avoid her, but talk with her and find out what is going on.  If this erratic behavior goes on during lunch, then you know she is having some kind of a problem.  Then  the group can find the right way to handle the problem.
    Now you can try this solution, too.  At your meetings have a short program given by the parliamentarian about parliamentary procedure.  I did a ten minute program for my Toastmaster's club several years ago.  It was a great hit.  I began with making a main motion, how to do it, "rise, address, the chair and state the motion."  Then it needs a second, etc.  In explaining how to discuss the motion, I explained that all remarks were made to and through the chair.  Members should not cross talk with each, but listen carefully to the discussion.  If there were a series of short programs like this one, all would learn the fundamentals, you would have better meetings, and it wouldn't look like you were singling out one member.
    If the member after correction still behaves erratically then you may have to remove her from the meetings for the benefit of all.  However, I do know if you will go and talk with her you will find out what her problem is.

The Parliamentarian

 

Preston, Anjelique wrote:
Dear Parliamentarian,

We need help fast!!!

We are a little league youth sport club with approximately 300 members and 7 Executive Board Members. Our club President has illustrated his inability to perform his duties and the future existence of our club in the league is in jeopardy. What we need to know is...in accordance with our club by-laws:
ARTICLE 1V ( GOVERNMENT )
SECTION 6    

Any given Officer, Director, or coordinator that shows  an inability to perform there duty's fails to perform there duties, or fails to make three consecutive meetings shall be subject to removal as a member of the Board. A two - third vote of the Executive Board is required for such action.

The President was removed from his position by the 2/3 vote; however he his not accepting of what has transpired and is going to the members to request re-instatement in his position. What will it take for his position to be re-instated or is it even possible?

Also, for future reference can the membership remove an elected official, if so how?

Thank you for clearing this somewhat "sticky" situation up!
Mrs. Preston

 

 

Dear Anjelique,
    If what you sent me is all that the bylaws say about removal, then the Board has the right to remove and not the members.  However, if you are an incorporated non profit, the non profit code made provide some light on this matter.  Many non profit codes allow the members to remove directors of the board and perhaps officers, too.
    Did anyone talk with the President first?  Sometimes organizations get themselves into trouble because they are not communicating with each other.  Perhaps the PResident has no clue to why he was removed.  If everyone had remained silent about his performance in this office, I am sure that this took him by surprise.
    Now he may have some recourse.  Someone has to fill this vacancy that you have created.  If the members are to elect a new president, then they might be able to re-instate him by electing him to fill the vacancy.  If your bylaws do not prohibit this, and he meets the eligibility for this office,  then he might be able to be considered for the office, especially if the members feel he has been treated unfairly.
    Perhaps you need to adopt some standing rules concerning non performance.  Rules that would state the procedure that would lead up to removal.  Normally a person is given a warning,  then a censure, then removal.  It really isn't fair to remove someone without giving them the opportunity to improve.
    I know one parliamentarian who would say that if a person is only elected for a year term the members got what they elected and that the members should not remove that person from office.  Perhaps your board members need to re-think how they handled this situation.

The Parliamentarian


Preston, Anjelique wrote:

Thank you for your response!

Let me give you a little background on this situation, so that I too can fully understand what corrections need to be done for the future.
Our President was made aware of the problems that faced the club at a
Special Meeting of the Board in November where he was told of that the severity of the violations and how they could lead to the explosion of our team. He then stated that he would make certain concessions so that when the League President's meeting came he would be able to explain that we handled it in house. Unfortunately, the concessions were not made and the club Board called a Special Meeting to discuss what to do. That is when the President was removed from office for both his position during the 2002 and 2003 season (our position are for year terms). Our elections for 2003 had already happened and the 2003 season was set to start in 10 days. The Board removed him for both seasons, as these violations and him in office would directly impact the upcoming season.
Well to say the least he was quite upset and went to the membership and asked to be re-instated. The membership was unaware of the pending violations and therefore he was re-instated. Currently, we (President included) just went to the League Presidents meeting and we were assessed the maximum monetary fines and since this was our first year in this league and we are on probation the league has stated that these violations will be reviewed and have direct impact on our returning status. Now, the President
is trying to appeal the ruling with the league and the league President's made it clear that they hold him accountable! What a mess!!!
What the 2003 Executive Board is trying to do is find a way to correct our Presidential problems "in house" prior to our next meeting which is the day that our franchise application is up for REVIEW!
Please help!!!!
Anjelique

Dear Anjelique,
    When is the President's appeal going to be decided?  Do you have the league's decision in writing?  Are these huge monetary fines and are they going to affect your budget?  Will dues have to be raised?

The Parliamentarian      
 


CLeiser@aol.com wrote:


Our local city government has a question on parliamentary procedure.
       1. At a meeting in Dec. a regular motion was made, seconded, discussed and passed by a 3-2 majority to cancel the contractual agreement with the City Attorney. This was the last official action of the standing board as new members are seated at the first meeting in January. The same 3 member majority then made a conditional employment agreement with a new legal firm and its' representatives. The new legal firm requested a one year agreement, but acknowledged that it served at the pleasure of the board and could be discharged at any time.

       2. At the first meeting in January (January 7, 2003) the new board made, seconded, and discussed for three hours a motion to cancel the recent agreement and rehire the prior attorney. It was not a motion to reconsider as the two remaining members from the earlier board who had voted in favor of the motion refused to make such a motion. It was not presented as a motion to rescind the prior action because no notice was given and it was believed that a 2/3 majority would be required to bring to the floor without notice and that majority could not be reached. It was presented as a new motion for separate action. After the motion and second were made and three hours of discussion was held, the chair then attempted to declare the motion out of order so as to avoid a vote. Due to who is being hired and/or fired the two legal counsels, both present, could not be asked for their opinion.

Questions: Is the motion in order? Can it be presented as a new motion or must it be a motion to rescind? If a motion to rescind must it then carry a 2/3 majority to pass?

Thank you for any advice you may give. Craig Leiser (cleiser@aol.com)


 Dear Craig.
       The motion presented was the motion to rescind because the intent was to rescind the motion that canceled a contract.  The motion was in order.  However, since no previous notice was given, it takes a two thirds vote to adopt.  The key thing in trying to decide these issues is look at the intent of the motion..
    Let me demystify the motions to reconsider and rescind.  Reconsider can only be made at the meeting the motion to be reconsidered was voted on.  A member voting on the prevailing side  moves to reconsider the vote.  So at your meeting the motion to reconsider was not in order because the time element to reconsider the motion had expired.  It could have only been done at the previous meeting.
    The motion to rescind, even though previous notice was not given, can be made, but it needs to be adopted by a two thirds vote.     

Parliamentarian

Kiamichi Independent Bikers wrote:

 

Dear Parlimentarian,

Our Club is a non-profit organization.
Motions have been made that I believe are in direct violation of the
bylaws.
Article 2,
Membeship Requirements
1. Any person who meets club membership requiremnts and declares his/her support for the goals and purposes of club.
2. Membership dues will be paid yearly and membership card issued.
3. there shall be no membership limits set for the club.

At our Monthly meeting today,(1/5/03) the president allowed three motion
to be made.
Motion#1
To put a moratorium on any new membeship for a year or how ever long it
takes to get a  membership guide line passed in the club.
Motion #2
Bring up for vote the new member application, so we will have some kind
of membership guide lines because in the bylaws under article #2
membrship requirements , there isn't any listed and that needs to be
corrected.
The  application states that applicant must be recommended by a member
in good standing at a monthly meeting at that time the members present
will decide by secret ballot whether or not to accept this applicant.

That Dues must be paid at the May monthly meeting or spring rally, and
must be paid by June 1st of each year or be required to go throught the
application process again. You can mail in your dues if  you live over
100 miles away.

Motion #3
The only members that can use the absentee ballot is one that is at
least 100 miles for city, working living or emergecy or required to
work.

Article #8
Voting,

1. any member in good standing is allowed one vote per motion.
2. All voting will take place at the monthly meeting or at a special
meeting.
3. Simple majority of the votes cast is final
4. Absentee voting is allowed.

My questions are, is this the proper route for the president to take? or should this be under Article #10, Amendment to bylaws.

We are having a board meeting wed 1/8/03 and I need answers.
Please           help if you can.
               Thanks in advance.
               Coy
Dear Coy,
        Since your bylaws "say meet the membership requirements", any motion to come up with requirements should be a bylaw amendment.
So instead of working on an application with requirements, the board should be proposing an amendment to the bylaws which specifically states what those requirements are.
    I don't see where you would need to put a moratorium on membership until this is figured out since you have evidently been allowing people to join under the current system.
    The motion to limit the use of absentee ballots is also a bylaw amendment and not a main motion.  So on the two motions about requirements and absentee ballots are bylaw amendments and must proceed as such according to you bylaws.
    The first motion is allowable you will just have to speak against it and vote against it.

The Parliamentarian

 

Dear Sir,

Is it true that if adopted bylaws were not followed from the start (a non-profit corporation) they are void?  Please let me know

Dawn

Dear Dawn,
    Not necessarily.  I would need to know more information.

The Parliamentarian
 


dawn allen wrote:
Dear Sir

The bylaws pretain to a non-profit Christian school that was established seven years ago.  There are several items in the bylaws that were never carried out.  One item is the bi-annual meeting of  the said members of the association.  The present board members are being attacked -a group is stating that they are an illegal board because they have failed to follow the bylaws.  The current board has only following the example set forth from the first board.   Roberts Rule of orders have been adhered to.  This all started because based on the recommendation of a Christian School Educator that the schools mission statement was reallly a vision statement.  The board acted on this recommendation and has made a proposal to quantify the statement which caused an uproar from the founder.  It is getting unfortunately extremely ugly and we will probably have to seek legal cousel.

It is my feeling that every current and past board members should be gathered to hear these accusations.  Please let me know if you need more information.

Dawn

Dear Dawn,
        This is what I recommend.  That the new board take the bylaws and read them carefully.  Then immediately obey all that is in the bylaws.  Never follow the example of another unless you can prove they are correct.  Your board members should not only be familiar with Robert's Rules but with the bylaws, incorporation papers and the corporate code.  Also if you are a 501.3c they should know what that states so that they don't  do something that puts your 501.3c in jeopardy too.
    The person who said that the mission statement is a vision statement should bring this up at meeting of the members and propose amendments to it for all to discuss and vote on.  I think what has happened here is that the members think the board is doing something behind everyone's back.
    The other thing that needs to be handle is this:  Founders of organizations have a very hard time letting go and letting others fulfill their duties in managing the affairs of the organization.  This person has an attachment to every word in that statement.  Remember that this is his or her mission for a school.  So with that in mind tread carefully and wisely.  Great diplomacy is needed.

The Parliamentarian
PS. From what you have told me I don't see where the board is an illegal board--mis-informed but not illegal..


 

Dear Parliamentarian,


I have a question regarding the authority of a President.

First, some background...

I am a member of a non-profit organization that has a Policy Board of
Directors (of 8) and and Management Council (of 12) who oversee a group of approximately 350 active members.

The President has asked a chair to step down without first consulting the Manager who has responsibility for that area, or the Management Council or the Board.  Our organization follows  Roberts Rules Of Order.  The President has indicated that he has the authority to make this change without consulting anyone else in the organization.  There has been no specific issues, but rather a vague complaint that the Chair is doing a 'bad job'.

I would like to understand if this is truly within the Presidential
authority.  Thank you in advance for your reply.

Evelyn

Dear Evelyn,
    Whoever elected or appointed the chair usually has the power to remove the chair.  However, it depends on what your bylaws say about this procedure.  Look in the bylaws to see who has the power to appoint and then how to remove.  Perhaps the president would be better off to talk with the person and get the chair some help in carrying out his or her duties.

The Parliamentarian