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Dear Parliamentarian Vol. 9 September '96

Dear Parliamentarian Vol. 9 September '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 Parlimentarian,

    We have a situation not covered by our Bylaws to which an opinion is required to satisfy a member:

    If there is an election for four (4) representatives, and only four (4) persons offer their name in nomination, need a formal election be held, or can our President (or Parliamentarian) declare the four elected by acclamation? Past practice in our Association has been to accept motions carried by acclamation when there was no opposition.

    As our Association's parliamentarian (I'm the only one who owns a copy of Robert's Rules), I need to address this immediately.

    Can you help?

Thank you,

Brett M. Benson
Associated Chino Teachers
Chino, CA


Dear Brett,

    On page 435 of ROBERT’S RULES OF ORDER NEWLY REVISED, it states, “When only one nominee is put up and the bylaws do not require a ballot, the chair can take a voice vote, or can declare the nominee is elected, thus effecting the election by unanimous consent or ‘acclamation’.”

    The parliamentarian never does this, only the chair can do it. May I suggest as parliamentarian that you read carefully pages 456 to 458. The parliamentarian never makes decisions for the assembly or makes rulings for the assembly. The parliamentarian is only an advisor!

    For handling an election by acclamation, see Robert’s page 52, “Adoption of a Motion or Action without a motion, by Unanimous (or General) Consent. This tells the proper procedure and phrasing.

    If I were in the chair, I would phrase it this way, “Is there any objection to declaring the candidates elected to office? (I would pause to see if any one objected. If there was no objection, I would say) “The chair hears no objection, and declares the candidates elected.

    If there was an objection, then the chair takes a voice vote. The chair should take a vote on each of the nominees.

    Or the members can make a motion to adopt by acclamation. However, by the chair using general consent, i.e., “Is there an objection?” it saves time.

Parlimentarian


Dear Parlimentarian,

    I am amending By-laws to a neighborhood association, and I need to know who can chair the meeting in the President's absence. Is it JUST the Vice-President, or if the Vice-President is also absent, what is the order of Chair?

    Thank you for your time and in advance, for your response,

Sincerely,

Jennifer Waite
Recording Secretary, Tarpey Neighborhood Association
Fresno, Ca


Dear Jennifer,

    Do you have a copy of the book ROBERT’S RULES OF ORDER NEWLY REVISIED? If you will look on page 443-444 it tells you how to proceed.

    Robert’s says if the president is absent, then the first vice-president would preside. If he is absent, then it would go in the order of the remaining vice presidents if you had any.

    If you have only one vice-president, then the secretary would preside at the meeting until a chairman pro tem was elected. The secretary would call the meeting to order, and then state that the first item of business was electing a chair pro tem. The secretary would take nominations from the floor. After nominations were closed, the vote would be taken in the order the candidates were nominated. It could be done by voice vote or show of hands if there are no rules concerning a ballot vote. The first candidate to get a majority vote would win. After the chairman pro tem was elected that person would conduct the meeting until either the president or vice president arrived. If this were a series of bylaw meetings, then if the president were only absent at one meeting the chairman pro tem would conduct that one meeting. At the next meeting the president would preside.

    Now are you trying to put this into the bylaws? Or is this because someone actually needs to conduct a meeting? This information does not need to go into the bylaws if you have adopted Robert’s as your authority.

    If you need help with your bylaws or conducting the meeting let me know. Did you see our Parliamentary Internet Newsletter on the WEB page? Volume Two, Issue 2 is all about what to put in the bylaws.

Parlimentarian


Dear Parlimentarian,

    The bylaws of our organization (a church) call for all motions to pass with a simple majority, with certain prescribed exceptions, e.g., calling a minister. However, we are faced with a very difficult issue and want to avoid a situation where we take a stand with the support of only 51% of the congregation, thereby risking a split among the membership.

    It has been suggested that we could incorporate into the motion a provision that the proposal would not be implemented unless it receives a 75% affirmative vote among those voting. Then, even if the proposal passed with a 51% affirmative vote, the Board could avoid taking potentially divisive action.

    Question: Is this "legal"?

    THANK YOU very much for your help.

Ed Flesch


Dear Ed,

    Since your bylaws state that all motions, expect the calling of a minister, are adopted by a majority vote, then the membership cannot adopt a motion by a 75% vote without amending your bylaws.

    I suggest that if you don’t want a split in the church that you allow plenty of time for discussion. Allow all sides to be heard. If you approach this with “Come let us reason together” I ‘m sure the membership will find a reasonable solution.

Parlimentarian


Dear Parlimentarian,

    Our group uses Robert's Rules of Order but is not intimately familiar with them. We have many conversations about how to appropriate prepare minutes from the meetings. This situation came up today.

    A member of the group arrives late. Is it necessary to "interrupt" the narrative of the minutes to add a statement like, "John Jones arrived at 10:43 a.m."? Is this correct? If not, how would you recommend it be done?

    Your immediate response would be greatly appreciated. Thank you.

JoAnne Konkel
MCFLS Secretary


Dear JoAnne.

    Let me direct you to our Web Page and look at the last issue of the PARLIAMENTARY INTERNET NEWSETTLER (August 96). It’s all about what to put into the minutes. It is not necessary to record in the minutes when a member arrives late unless you take attendance by a roll call at the beginning of the meeting. If an attendance requirement is necessary, have a sign up sheet for people to sign their names and keep this in an attendance file.

Parlimentarian


Dear Parlimentarian,

    I'm on the education committee at our local Christian school. The meetings are very unorganized and appear to have no bylaw or procedures to follow I would like to help organize the meetings so that our time is well spent and not wasted could you please send me information on getting set up.

Thank You

B.Wainwright


Dear B. Wainwright,

    I’m sure you have many cirrocumulium issues to cover in your meetings. Are you the chairman? Do you have a secretary or does the chairman act as the secretary? I am also wondering do you act as a “board” (where you have the power to adopt and carry out policies)? Or do you act as a true committee (where you have to submit proposals to a board or the membership for approval)? If you would answer these questions then I can help you get started.

Parlimentarian


Dear Parlimentarian,

    I am a member of a trade union. We are in the process of electing new officers. In the nomination meeting the chairman (president) asked for a second to all nominations made. His nomination was the only one that received a second. Was this procedure of asking for a second correct? My understanding of Robert’s Rules is that the chair can ask for a second but it is not required. Am I wrong?

Thank You,

Tom..........


Dear Tom,

    You are correct in that ROBERT’S says “no second is required.” However, if an organization has a bylaws provision or standing or election rules about the nominations needing a second then that would take precedence over ROBERT’S. First see what your rules say about this.

    If there are no rules, and a second is preventing some one else from being nominated, that would be a time to raise a point of order. Remember too if the election is by ballot names can always be written in that were not nominated. According to Robert’s a person can be elected without a nomination as a “write-in” candidate. See Robert’s 434.

Parlimentarian


Dear Parlimentarian,

    I am the President of a homeowner Association in Southern California. In 1993 the Board made and passed a motion that prohibits any member of the Board or any Committee Chair from sending written correspondence to the members of the Association (the residents of our community), using his or her title as it relates to the Board, without the prior approval of the Board.

    This week, one of my Board members (who is one of two that have been disgruntled and have not worked "with" the Board all year) disregarded the 1993 motion and sent a two page letter to the members, which addressed his opinion regarding changing our By-laws so that non-owners can no longer run for or be appointed to the Board, had a "poll" that he requested them to fill out and return to him, and had a spot at the bottom asking people who shared his views to fill in their name so that it could be given to the Nominating Committee -- and he signed it with his name and his Board title, which is "Director at Large."

    This has caused a huge commotion and a great deal of confusion within our community because many of the residents assumed that this was the opinion of the ENTIRE Board.

    My question is . . . as President, what recourse do I have? If I have none, what recourse does the Board have? Our governing documents don't address anything that even vaguely resembles this -- their is only a section regarding "removing" a Director.

    Can you help? My next Board meeting is on the 17th of September.

    Thank you in advance.

Sandra Keefe, President
Fairway Village Community Association
Fullerton, CA


Dear Sandra,

    Because this action was taken by a board member, the board must solve it. As you know one member’s opinion is not that of the entire board.

    This is more of a “political” problem to be solved. It sounds like to me that this member feels he is not being heard. Have you listened to his proposals? In cases like this, I recommend that the issues that a member of the board is raising come before the entire membership. I am a firm believer in “letting the entire membership decide” instead of just the board. That way if the members vote it down, it usually quiets the disgruntled member. But what if the membership agrees with him?

    Now, after the board takes action on this matter it would be a good idea to let the members know what the board has decided to do. Or the board could let the members know what is the position of the majority of the board about changing the bylaws. The board needs to talk with this board member and discuss in a reasonable, rational manner, why it is not right for one board member to do what he did.

    Do you publish a newsletter? May I suggest on important questions the members be informed about the “pros” and “cons” . This way everyone will feel that their voice is being heard.

    If you need to talk to a parliamentarian, let me know what city you are in or area of Southern California and I will send you names of registered parliamentarians.

Parlimentarian


Dear Parlimentarian,

    Our standing committees meet twice a year. They will meet again beginning September 12. One company within our membership has been suspended until the end of the year which means their employees who sit on any standing committees will not attend the upcoming meetings. The question is, are they still counted in the committee membership in order to meet a quorum or does their company's suspended status change this?

    I apologize for not communicating with you sooner on this, but we did not think of it sooner. If you are unable to answer in your column by next Tuesday (Sept. 10), could you send me an e-mail or a number I could call? Thanks a lot. I read your letters all the time.

Elaine


Dear Elaine,

    What does it mean to be "suspended"? Is this because they haven't paid dues? Or have they not obeyed the rules? Please define this term. Then look in your bylaws, does it have something to say about suspended members? Also what are the requirements for membership. Let me know and then I can help you.

Parlimentarian


Dear Parlimentarian,

    Thank you for responding so quickly. Our bylaws do not address suspended members, other than to explain how a company may become so. In this particular case, the company was suspended for an ethics violation. In the letter sent to the company, part of the language reads "...X company will be suspended from all ATSSA activities through December 31, 1996. This suspension of ATSSA membership privileges includes all ATSSA activities such as the right to participate in any committee, chapter,... activities for the remainder of calendar year 1996. Membership dues for fiscal year 1997 beginning July 1, 1996 are still due in full." We have not removed any of this company's employees from our committees, as we expect them to participate once again after the first of the year. We were simply planning to show their attendance as "excused" from this round of meetings. I will appreciate any guidance you can provide. Thank you!!

Elaine,


Dear Elaine,

    Since the letter sent to this company says that they cannot participate in committees then they really can’t be counted in the quorum. If your bylaws require a number for a quorum (for example 9 members constitute a quorum) then you will have to have that many to attend to have a committee meeting. If it says a percentage of the committee is the quorum (for example a majority of the committee or 25% of the committee) then the percentage will be figured by those who are members in good standing. However, you will have to a note of why they are excused, i. e. , suspended. If you don’t’ say “suspended” and their attendance is needed for your quorum, then someone could challenge your meeting by saying business was conducted without a quorum. Cover all bases and give documentation for your reasons for doing something.

Parlimentarian


Dear Parlimentarian,

    Our bylaws do not address quorums in committees. It is, however, addressed in our Procedures for Standing Committees. The language reads "A quorum must be present to vote on motions brought before the committee. A quorum is defined as one more than half the number of persons who are entitled to vote including the chairperson and vice chairperson." That's all we have to go on. Thanks for taking your time to address this.

Elaine


Dear Elaine,

    Per our conversation: The key words are “who are entitled to vote”. If a suspended member is not allowed to attend committee meetings, and you do not allow for a proxy or absentee vote, he/she can’t vote. So then they are not counted in the quorum. However, instead of putting “excused” by their name, I would put “suspended” that way the reason for their absence is clearly defined on the record.

Parlimentarian


Dear Parlimentarian,

    We have the Robert McConnell video and the Robert’s Rules of Order Book. But, Have some questions we would like you to answer for us if you can. I'm on the board of directors of the Sun City Civic Association. It is much like a homeowner's association.

    Situation: Treasurer resigned after he has prepared the next year's budget. But, before the board discussed or approved it. Question: Could resigned treasurer present budget and comment/discuss his proposed budget to the board?

    Procedure: If yes to the question, would this be in an open meeting or in executive (closed) meeting of the board. California law restricts the executive meeting to contracts, litigation, violations and personnel. Ways and Means Committee

    Board of directors approved the appointment of the ways and means committee to investigate ways and means of providing funds for future capital expenditures and that said committee report its finding to the board not later than September 30, 1996.

    Question: Can this committee conduct business without board approval? For example, this committee removed bleachers from our outdoor theater without the approval and knowledge of the board. Must this committee report to the board for approval of its activities?

    Thank you.

chuckreutter@worldnet.att.net


Dear Chuck,

    How do you normally handle the approval of the budget? I would proceed in that manner. Here is my reasoning.

    (I have no idea what your bylaws state so I am assuming a lot.) If it says in your bylaws that the treasurer is to submit a budget to the board for approval, and the treasurer submitted before he resigned, then I do not know why the board cannot consider it. Remember this is just a proposal like any other proposal, a motion needs to be made to adopt the budget, it is amenable, debatable ,etc. If your board allows members to come to the meeting or can ask members to come into the board to discuss something with them or give invaluable information to them, then you can ask the "resigned treasurer" to come to the meeting to answer questions.

    Now does this have to be an open meeting? I don't know. Does the California law apply to private organizations, homeowners organizations, or just to public government bodies?

    What would be your normal procedure? Just follow that.

    Now about the Ways and Means committee: According to Robert's a committee can only do what it has been assigned by the membership, bylaws, or board to do.

    This is the question? Did the Ways and Means committee exist before the board appointed them? Or is this a "special committee" appointed by the board?

    If this committee existed as a standing committee, and the board referred something to them to investigate, then go to your bylaws or standing rules concerning this committee and see what the bylaws or rules say its duties are.

    If this committee has been appointed by the board as a "special committee", then its only purpose for existence is to "investigate ways and means of providing funds for future capital expenditures and it will be dissolved when it reports on September 30 unless the board wants it to continue investigating this matter.

    See what Robert's says about committees on pages 479 -482.

    If this committee is a standing committee listed in the bylaws, then the next consideration is are they under the authority of the board or the assembly-- that will tell you who they are to report to concerning the bleachers. If they have been appointed by the board, as a special committee only then they had no authority to move the bleachers.

    I hoped this has helped you.

Parlimentarian


Dear Parlimentarian,

    I have two questions regarding the proper interpretation of when a quorum is present.

    The background: I helped form a local chapter of a national organization. The organization consists of the national body and subordinate bodies in the form of local chapters which are grouped under regional councils.

    When writing the constitution for our local chapter, upon advice from representatives of the regional council, we set our quorum for membership meetings as fifteen members (rather than a percentage of members). However, we were simultaneously advised by these representatives that a quorum was _always_ assumed to be present unless and until anyone present at the meeting chose to 'call the quorum.' At that point, we were told, a count would be taken, and if there were fewer than fifteen members present, the meeting would have to adjourn. Our chapter, and sister chapters, have therefore always run using this rule: that a quorum is naturally present until a member calls for a count, and the count is found to be less than our designated number.

    However, our chapter constitution also states that "Robert's Rules of Order, Revised, shall be the guide in all cases which they are applicable and in which they are not inconsistent with the constitution and special rules of this chapter or of the national organization." Robert's Rules states the chair must count the quorum before the meeting starts, and if the quorum isn't met, the meeting has to adjourn. This is in conflict with what has been our common practice since our inception. Unfortunately, we never read Robert's Rules addressing quorums until recently.

    The national organization constitution does not state our practice as a special rule. We have never stated this practice as a special rule of our chapter; we've just always done it.

    First question: is our practice of assuming a 'natural quorum' incorrect, based on the above paragraph? Or does our long-standing practice tend to legitimize the practice, even though it conflicts with Robert's Rules?

    Second question: if we have been in error all this time (three years), could we, under parliamentary rules, redefine our quorum as 'any number attending an official membership meeting, unless and until a member present 'calls the quorum' at which point the minimum number of members present shall be fifteen.'

    I don't know if the national organization would accept that wording, and I thought getting a parliamentary ruling should be our first step before we even consider amending our constitution in that way.

Thank you,

Beth Wolszon
b-wols@tc.umn.edu


Dear Beth,

    The answer to your first question is "no". Let us examine why we have a quorum. Look at Robert' page 20, first line, he says "The requirement of a quorum is a protection against totally unrepresentative action in the name of the body by an unduly small number of persons". A quorum requirement is a protection to the entire assembly and to those who can't come to the meeting.

    A quorum requirement lets a member know that if he/she can't attend, and if there is no quorum there will be no meeting. IF there is a meeting, the member knows that there is a representative number (quorum) present to conduct business according to the principles of democratic procedures.

    The answer to the second question is also "No”. See Robert's page 340 , #4. If Robert's is your authority (which it is) if you have no quorum requirement then it automatically goes to a majority of all members.

    Let me ask you this? How can it be reasonable if any number can be a quorum until someone calls for a quorum which is then 15 members? It is either 15 members or not 15 members.

    Now if 15 members is too high, then amend your bylaws to a more reasonable number. Robert's says this on page 340: "The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions."

    So if you can only get 13 members normally at a meeting then amend your bylaws to that figure. A quorum does not have to be set forever at that number, as your organization changes then change your quorum requirement. I was a member of a social organization that had a huge quorum requirement. No business had ever been transacted legally. Every five years we were to review the bylaws. I was appointed on the bylaw committee. We revised the bylaws and cut the quorum requirement in half because that was all we could count on to attend meetings. However, we did have the original quorum requirement at that meeting to revise the bylaws. The bylaw revision was adopted and now there is a new quorum requirement and now business is transacted legally.

    It is the DUTY of the presiding officer to announce if there is no quorum present! See Robert’s 441 #1, and 343 "Manner of Enforcing Quorum Requirement", first paragraph, "Before the presiding officer calls a meeting to order, it is his duty to determine, although he need not announce, that a quorum is present...."If a quorum cannot be obtained....." then he gives the procedures that can be done which are to adjourn, or fix the time for an adjourned meeting or to recess to try to obtain a quorum.

    Even though you have been in error, you can now correct the mistake. Read these sections to your members. See if they want to change you bylaws concerning the quorum and if they do then follow the proper procedures of amending your bylaws. ( normally previous notice and two thirds vote)

    To do this propose a bylaw amendment that states it this way: "to strike out fifteen and insert ______".

    Remember, business conducted without a quorum is null and void.

Parlimentarian


Dear Parlimentarian,

    My husband is involved as the V.P. on a board of directors of a small condo association. They are having problems with the president and a petition is being passed around for the president to be removed. There are five board members (elected by the condo owners for one year). Once on the board the members vote for Pres., V.P. etc.

    The president has overstepped bounds on many occasions. My questions are these:

        1. Can the president be removed and how?

        2. Can the president remain on the board in a different capacity?

Thank you for your assistance.

InaW


Dear Ina,

    Only those who elect an officer or board member can remove the president or board member. That means that the board can remove the president from the office of president if your bylaws provide for that action, but they can't remove him from the board if the members elected him to the board. If your bylaws state that a president is elected for one year , and that is all then you can only remove him through a disciplinary action. If it says he is elected for one year or until his successor is elected , then the board can rescind the election. See Robert's Rules page 657. Please consult your bylaws on this matter first, then your parliamentary authority. However, since this is a condo association, many states have passed laws concerning these matters. So if your association has an attorney, I would consult with him about this matter, and if you don't have an attorney, the Secretary of State's office in your state will be able to tell you if there are any state laws concerning this matter. If you would like to hire a parliamentarian in this matter, please let me know what city and state you are in, and I will see if I can find a registered parliamentarian in your area that you can consult.

Parlimentarian


Dear Parlimentarian,

    Thank you for your quick response to my question on the committee quorum and I was pleased to speak with you personally. After we spoke I found the newsletter on minutes and have added that to my collection of information I have obtained from your web site. Yours is one of the best, if not the best, sources on parliamentary procedure that I have found. And the more information you add, the more valuable it becomes to me. Until I found your site, I was not aware how many people are involved with questions of parliamentary procedure. Your writings and responses make it interesting and easy to learn. Thank you for being there.

Elaine Ottley


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