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Dear Parliamentarian Vol. 90 August 2003

Dear Parliamentarian Vol. 90  August 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.


Heaven2Utopia@aol.com wrote:

Dear Parliamentarian,

What is the correct way to address the chairman who is a woman:  Chairman, chairwoman, chairperson, Madam Chairman?
Thanks,
J. W. R.

 Dear JWR,
    The correct way is:  Madam Chairman.

The Parliamentarian

 

Cgproud@aol.com wrote:

Dear Parliamentarian,

my husband is president of a small homeowner's association that has many problems.

at a recent board meeting a motion was made by a board member to have my husband censured for speaking with a neighbor who happened to be in viloation and the attorney being notified of this.
let me say here my husband was speaking to a neighbor BUT not regarding any violation and not concerning board matters.
while he was talking with this neighbor another board member , the same one that made the motion that failed, approahed them and she told my husband he should not be talking with the women. the woman has had problems with this board member in the past and had her leave her property.

the motion failed.

a board member apparently then had a consultation with an attorney regarding this matter. my husband was never informed.

at a subsequent meeting a letter was presented to the board from an attorney addressed to whom it may concern. not to my husband or even the property manager and forbidding my husband to discuss matters with home owners.
also a board member had added a page himself and had all the board members sign it saying they would not be liable for any  law suit that could happen regaridng this action taken.

no one would answer my husbands  questions when he asked who had gone to an attorney, who was accusing him and what the charge was.

i do not think this was legal or a correct procedure for such an action to be taken.
it definitely is not according to our docs and we purchased a book of robert's rules and read about censure and it certainly does not follow anything there.

i suggest this is" selective enforcement" on my husband .
the reason i say this is that that same board member that was asked to leave the homeowner's property took it upon her self to speak to her neighbor in regard to her violation ans she was threatened with a law suit from the husband yet she was not chasticed or censured.

i have written to our property manager with my concerns.

my husband will be leaving office soon but i do not think he should have this blotch on his record.

could you please advise me on this ?

thank you.
cdproud@aol.com

Dear Friend,
    You first sentence explains your entire situation.  Your husband is president of  a "small homeowner's association."   As president he surely has some power.  He should go to the management company and explain what has happened.  Does the attorney represent the association or did this woman hire one on her own? If the attorney is the association attorney he should then explain things to the attorney.  If she hired her own attorney then I don't think there is much that he can do on that end. It sounds like she is trying to run and control things.   However, your husband needs to be more assertive (not aggressive) for truth.  He needs to gather the facts and present them to the board before his term expires. He needs to appeal to their sense of righteous government.   He needs to point out that the board is a governing board elected by the members of the association.  It is not the gestapo.  The officers are not given powers by God to be reign with terror or fear.  They have only the power that is given to them in the documents.  Now as far as discussing board business,  all board meetings should be open and all members should know what is going on.  The only information that is private is that which has been discussed in executive session.  I believe that you have our Robert's Rules book, Robert's Rules of Order Simplified and Applied.  Please look at the information in the index for HOA's and that concerning open meetings.
    Your association has a problem where one person wants to run the show.  The board needs to be educated in true democracy (which can be found in the first chapter of our book) and so do your members.  This is a long term project.  The best way that I know how to do that is to be absolutely fair, kind, impartial,  present all the fact, and live the democratic ideal yourself.

The Parliamentarian


Hazelhurst Inn wrote:

Dear Parliamentarian,

We are a small condo association (31 owners / 52 units)

One person owns 10 units.  If we call a special meeting to recall all members of the board (4 at the present time), would the 4 members who are up for recall vote on this issue?  Thanks much

 Hazellhurst

Hello,
    What do your rules say about removing board of directors?
    Please let me know and then I can help you.  There should be something in the bylaws or state codes that addresses the removal of directors.

The Parliamentarian
 
Hazelhurst Inn wrote:
Hello  Parliamentarian

Thanks for the prompt reply.

Our by-laws are not very clear.  I think we need 1/10 to call special meeting and 2/3 majority to remove board.  The problem is our voting.  We have been voting for board members by allocation (square foot).  We have a board member with 28.5% (owns 10 of the largest units).  The 4 board members own total of 42.8%.  If we need to vote by allocation at this special meeting, it will be impossible to get 66%.  The board plus 3 known friends have 54%.  If we can vote just by members present /proxy, its possible we would have 75%.  4 Board members plus 3 friend against 22 members in favor of removal.  (29 total members).  As it stands right now we have no way of changing anything if the board doesn't want to.  Our by-laws should be changed or updated, but the board will not change anything because its to their advantage the way it is.  If we vote 1 vote /1 unit it would be 53% board and friends.  All board and friends own 2 or more units, a total of 26 units.  We have 50 units so that leaves 24.  Still no way can we do anything.  The only way is by members present or if the 4 boards members cannot vote for their removal.  We have been in contact with attorney but still no answers.  Hope you may give us a little more insight.  By the way, the board has been doing whatever they want with no information to owners.  We (23 owners) signed a petition to keep our present management.  They went against the majority of owners and changed management companies at a special board meeting that they would not allow a owner to attend.  Most owners are from out of state and rent their units, so whatever we do has to be by mail.  One last try.  Thank you for listening.  Hope this makes sense to you.

Gladys Goode

 

Dear Gladys,
    I don't think I can be of much help.  You are not going to be able to take away the voting rights of the board members.  They only way voting rights are taken away is when a member has been charge with an offense and brought to trial by the organization.  Since you are in a Condo Association and this has to do with property, I don't think this would apply in your situation.  What I recommend is that you become very familiar with the laws of your state concerning Condo Associations, with your governing documents and then with parliamentary law.  Unfortunately, the way the laws are written concerning Condo's and Homeowners Associations everything favors the board and not the owners.  However,  boards are to have open meetings.  Find a good lawyer that specializes in Condo Associations.  You may have to go to court to break the power of the board and get more fair representation.

The Parliamentarian

 

Carla Hatcher wrote:

Dear Parliamentarian,

Our local church recently manipulated the ballots and counted the blanks for the nominee that appeared to be left out for re-election.  Clearly this has caused a quandary but the leadership maintains this is common business practice, therefore once confronted by a disgruntled member of congregation-the individual was thus removed from the Board (for voting privileges) only.  I maintain that they may use any methadology as long as it is disclosed how it will be caculated.

Are you familiar with this or recognise it in SEC proxy voting protocal that they might possibly be refering to?

Thank you for this opportunity to just describe what I believe to have been painful and deceptive.

Carla Hatcher

Dear Carla,
    Let me see if I understand you correctly.  There were ballots cast that were blank-- no one's name was checked or no name was written on the ballot.  These blank ballots were then counted as votes for someone who was not nominated for the office.  Is this correct?

The Parliamentarian


Carla Hatcher wrote:

Dear Parliamentarian,

Exactly.  The "ballot" listed the nominees.  Beside each name was an area for yes or no checks, but some voters had left a blank option regarding one nominee.  These were counted as "yes" votes for that individual, since without the blanks he would not have had the majority vote needed.

 There was never a verbal or written instruction regarding their "calculation methodology".  Is this a clearer picture for you?

Again, thanks so much for helping me understand this.

-Carla

Dear Carla,
    Your church membership, and especially those counting the votes, need an education  in the election procedures.  By what you have just describe to me, the person elected by counting blank ballots is not elected and his or her election should be declared null and void.  A blank ballot is an abstention and is not counted at all.  In the case where several people are on the ballot, the Tellers Committee (those counting the ballots) should have counted only those that had a check by their name.  Since this nominee didn't have a check by his or her name, then the Tellers Report should  reflect that.  When announcing the votes  those on the ballot  who received a majority vote are declared elected to their respective offices.  If all the positions are not filled, then the members vote again on those offices where nominees did not get a majority vote or those positions on the board that did not get a majority vote.  For example, if there are five positions to be filled on the board and only four of the nominees receive a majority vote, then the members keep voting for the one position until someone gets a majority vote.
    What I recommend is that you get a copy of  either Robert's Rules of Order Newly Revised, 10th edition,  or a copy of our book, Robert's  Rules of Order Simplified and Applied, and study the chapter on nominations and elections.  Both of these books will help clarify the procedure for your officers and members.  Our video Nominations and  Elections actually shows the counting process in a ballot vote. Hopes this  helps to correct your situation.

The Parliamentarian


Douglas Lubahn wrote:

Dear Parliamentarian,

My HOA documents clearly spell out the  procedures to ammend or change the By-Laws and R&Rs  of our Association.  Every change outlined requires a vote of the entire membership. Our current board is using "Resoultions" to make substantial additions and changes with only the vote of the board, without even notifying the membership that the issue was up for a vote by the board.

I have tried unsucessfully to find a definition of "Resoultion" as it applies to our governing documents.

 Can you help?

Thank you,

Nancy Devanny

City View Townhomes

Fort Lauderdale, FL

Dear Nancy,
     A resolution is a more formal way of making a main motion.  Any main motion that conflicts with the governing documents is null and void.  If the board has adopted a resolution that changes the governing documents without following the proper procedures it is null and void.  The Board only has the power and authority to do whatever the governing documents state that they can do.

The Parliamentarian

gerie wrote:

 Dear Parliamentarian,

When a officer, our Vice President , resigned in a Board meeting on her own it was noted in the minutes.  It is stated it is not official because we did not vote as a Board.  Why would we have to vote it’s not a removal she resigned on her own.  We did ask her to think about it and consider rescinding her resignation, but she said I made up my mind.  Does it stand as a resignation?

Gerie


Dear Gerie,
    When a resignation is submitted, the chair should assume a motion "to accept the resignation" and take a vote on it.  Since this was not done the person is an officer.  At the next meeting what needs to happen, is the chair should read the resignation (it should be submitted in writing) and take a vote.  After the resignation is accepted, then follow the procedures for filling the vacancy.

The Parliamentarian


WVire@aol.com wrote:

Dear Parliamentarian,
I need an answer in 4 or 5 days.  Question: If your union allows proxies, is it not, or is it allowed for the individuals who are running for election to have proxies.  And if you are ratifying a contract can the individuals that are responsible for negotiating the contract have proxies to turn in.  Isn't that a conflict of interest?  Thanks Edna

 Dear Edna:

When you are asking about proxies, are you concerned that those running for office will stack the vote by bringing in a lot of proxies?  And do you also have the same concern about the contract?

The Parliamentarian

PS.  Do your governing documents have anything written about how the proxies are handled?


Dear Parliamentarian,
 Does a nominating Committee ( club) present it's slate of candidates  to the membership first or  do they take nominations from the floor first and then present?

 

Dear Friend,

 

The nominating committee presents its nominations first and then the presiding officer opens the floor for nominations and elections.  If you would like to know more about this process, go to our web site, Parli.com and click on the link about nominations and elections.  The article will describe the process for you.

The Parliamentarian

 

Dear Parliamentarian,

 We recently held our AGM, at which a couple of contentious issues arose:

    a.    On a proposal to amend our Constitution, which would require a "two-thirds majority of     those attending the meeting", the committee interpreted this phrase to mean only those         that were physically present, thereby disallowing any Proxy votes, seriously affecting the         potential outcome of the vote.

     b.    The Constitution requires that any motion for consideration at the AGM should be             notified in writing to the Secretary at least fifteen days prior to the meeting. The members         were informed at the meeting that this requirement meant that any motion so notified could     not be amended at the meeting, as this amended motion would contravene the requirement     for notification. Members were therefore forced to vote on issues with which they agreed in     principle, but had difficulty with on the finer points, again seriously affecting the potential outcome.

Could you clarify the legality of the committee's ruling on both of these points, as there are disgruntled mutterings from our members, and we would like to ensure that these points are satisfactorily addressed before any future meetings.

Best regards,

Andy McCartney

Masirah, Oman

 

Dear Andy,
    Unless your bylaws or corporate charter allow for proxy votes, they are not allowed at meetings.  Even if the constitution allows in another place proxy votes, but specifically states that only those attending the meeting can vote for changes in the constitution, then that statement prevails.  So with the information that you gave me on your first point, the committee was correct.
        However, when an amendment to a constitution has been presented,  the members can amend it as long as it is within the scope of the notice.  For example, if the the dues are $20.00 and the notice to change them is $30.00, and amendment can be proposed to change the dues anywhere between $20 and $30, because that is within the scope of the notice.  However, it would not be in order to propose either $15 or $35 because that is outside the scope of notice. If the proposed amendment needs tweaking at the meeting because it is not clear, and a motion is made at the meeting to make it clear, then this is allowed.  In amending bylaws may I suggest that you go to our web site <parli.com> and look under the link "bylaws".  Also may I suggest that you get the book, Robert's Rules of Order Newly Revised 10th edition.  It has an entire chapter on bylaws--how to write them, interpret them, and amend them, including scope of notice.

Andy McCartney wrote:

 


The DeClaires wrote:


Dear Parlimentarian;

It has recentley come under heavy debate that the procedure of presenting a proxy vote for officers of our association should be in a sealed envelope & opened before the general assembly for the proxy to be valid.  However, our association by-laws state "At any meeting of members, a member entitled to vote may vote by proxy, duly executed in writing by the member or by his or her authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its executiion, unless other wise provided in the proxy."  My question is does the state of Michigan have guidelines that would over rule the association by-laws and if so what are they?  Nothing is stated regarding sealed envelopes and opening in front of the boars.

Thank You,

 

Dear  Friend,
    I do not know of this procedure or  of any state law requiring this procedure.  You need to find the state laws that concern your organization and find out for yourself.  It  sounds like something  originated to be sure the proxies are from who has signed them.  Perhaps some one is duplicating the proxies and signing them for others.  Before challenging the officers on this procedure why don't you ask why they are doing it this way.  Then if the reasoning isn't sound, you come up with an easier way to handle the proxies and present it to the members to vote on.  With these kinds of procedures, which are considered rules of order, are adopted by the entire membership and usually not the board of directors.   That way the members are agreeing that they want to handle the proxies this way.

The Parliamentarian