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Dear Parliamentarian Vol. 94 Dec. 2003

Dear Parliamentarian Vol. 94  Dec.  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.


Sally Allen wrote:

 

To whom it may concern:

I am the current president of a non-profit, 501(c)(3) organization dedicated to raising funds to help provide and promote better mental health within the community through licensed mental health agencies.  We are located in Santa Clara County, California.

The organization is governed and managed by a Board of Directors (36, including officers) elected at the Annual Meeting in January.  Each year in early December we have a major fund-raiser; the profits are dispersed to our four designated agencies during the following year.

In addition to our Bylaws, we have fourteen (14) Standing Rules (attached).  My concern is with Standing Rule 8.

In October 2003, the Board of Directors was provided a report by the Charity Study/Financial Review Committee.  The report, prepared after verifying to their satisfaction that our four agencies continued to meet the established criteria, recommended no change to either the recipients or the percentages allocated to each.  A lengthy discussion regarding criteria and the percentages allocated to each agency followed.  The matter was tabled until the November Board meeting to give the Board members time to reflect on the report.

At the November meeting, the report was taken off the table, another lengthy discussion followed, and a motion was made and vote taken to accept the report as prepared (percentages 55%, 20%, 15% and 10%).  The motion failed.  A subsequent motion was made to revise the percentages (55%, 15%, 15% and 15%).  The motion passed.  ("A majority vote of those Board members present and voting shall decide a motion", Article VII, Section 4, D. 2, of the Bylaws)

As stated at the conclusion of the Standing Rules, "A 'Standing Rule' may be changed at any meeting of the Board of Directors by a two-thirds vote."

Several (but not all) members of the Charity Study/Financial Review Committee have asked that the matter be referred to the general membership.

QUESTION:  Am I obligated to bring this to the general membership at the Annual Meeting?

Since Standing Rule 8 was ammended by a valid vote at a regularly scheduled meeting of the Board of Directors, can this Standing Rule be declared changed and valid
    OR must it now be sent on for a vote by the general membership at the Annual Meeting, January 15, 2004?

[Article XIII - General Membership Meeting, calls for nomination and election of Officers and Directors, and "Shall transact such other business as may properly come before it.." (Section 4}]

------------------------------------------------

I would appreciate any assistance you can give me on this matter.

Sincerely,

Sally Allen, President, Valle Monte League

 

 

 

Dear Sally,

    Do your bylaws state that only the Board of  Directors can amend the standing rules?




The Parliamentarian



Sir,




I am currently beginning to tackle some ethical questions with the student

assembly at my University.  The senate has, for some time, continued to be

dominated by a group of individuals, and our bylaws seem devoid of the

structure needed to keep them in check.  More to the point, in referendums and

elections,  the election commissioner has been a direct member of the party

which may benefit from a certain measure being passed.  Furthermore, the

Chair, the members of the Senate Oversight Committee, and so forth, often have

had a direct conflict of interest with the matter at hand.  I have search

Roberts for some time, trying to find a method about which the impartial  

nature of a chairman is defined.   With a direct phrasing or definition, I

would be at better odds in enforcing the manner in which a body should

function.







Your help is appreciated,

Dear Gregg,

    Could you be more specific.  What is the certain measure that is

being passed and how does the election commissioner benefit about

others?  And what is the specific conflict of interest with the Senate

Oversight Committee?







The Parliamentarian

 

 

Greg pillar wrote:

 

First, thank you for your quick response, as I have a meeting on this

matter tomorrow.




The referendum in question was brought before the Senate by a member of

the debate team, in order to establish a xx cent fee per credit hour on

all students.  Now, the Chair for that entire meeting was also a member

of the debate team.  The election commissioner which the senate

(dominated by debate team members) selected, was also a member of the

debate team, and thus was running a referendum that he could directly

benefit from the passing thereof.  There were problems with the election

(including ethical problems beyond the scope of my address to you) and

thus the election was stopped and a new election commissioner was

selected (the old one resigned) and the new one was also a member of the

debate team.  Then, to look into the ethical problem with the election

on the referendum, and possible wrongdoing by other students, the Senate

Oversight Committee decided to look into the matter.  And, as you may

have guessed, the chairman, along with several member of the Senate

Oversight Committee, are debate team members....




Let me know if you need further details.




Thanks,

Greg







Dear Gregg,

    If there was a rule that no one could bring up a motion that didn't benefit them, then we wouldn't have any

 motions.  It seems to me that the only problem with this referendum is if the chairman of the meeting didn't

allow those opposing the referendum to speak against it.  Or if he someway manipulated the debate, or spoke in

debate without stepping down from the chair.   

    I don't know how your Senate does things.  But if you think the entire student body needs to be informed

about this increase, then make a motion that the referendum be postponed to a special meeting where the student

 body can attend, ask questions and give their input on this matter.  After all the Senators are to represent

the entire student body and not just a select few.  You could bring up this conflict of interest and see how the

other Senators respond.

    Now about the Oversight Committee.  If there is an investigation of wrong doing, it should be done by a

committee that is completely impartial and has no personal interest in this.  I do not know what Robert's Rules

book that you have, but if you have the 10th edition of Robert's Rules of Order Newly Revised  the last chapter

is all about how to handle disciplinary actions.  I suggest that you read that and bring it to the attention of

the entire Senate.  

    I don't know if I have helped much, but from the information that you gave me I don't understand how there

is a conflict of interest unless the entire debate team is going to get all the money from the rate increase.




The Parliamentarian

    PS.  Greg, we offer this service free, but we stay in business by selling our books and video tapes.  

We would appreciate it if you need any educational materials on this subject that you order from us, or let

others know about our web site and our books and videos.  Or let the your advisors of Student Senate at your

college know about us.  





Timothy P. Villagomez wrote:

 

Gentlemen,

 

I hope you can answer this question.  What is the procedure if there is a stalemate in the election of speaker in a legislative body?  i.e. there are eighteen members with two candidates having 9-9 vote.

 

Tim

 

Dear Tim,
    I don't know how many times that you have taken a vote, but keep voting until someone is elected.  Or perhaps nominations need to be reopened for another candidate that might be more of a comprise that both sides will accept.

The Parliamentarian



Lee, Tom J wrote:

I am president of the congregation of my church which is incorporated in the state of Texas as not-for-profit corporation.  Our constitution defines membership levels in section VIII; an associate member has the rights and privileges of a full member except the right to hold office and the right to vote.  A voting member, also called a confirmed member has full rights and privileges including the right to hold office and the right to vote.  In section X the constitution requires all meetings of the congregation be conducted in accordance with the latest edition of Robert's Rules of Order.

The preface of the latest edition defines a "member" as a person with full rights including the right to vote.  For the purpose RoR, this definition of a member defines who can make a motion during a meeting of the body.  Am I correct?

During a recent meeting of the congregation an associate member rose to speak to an issue and then attempted to make a motion.  I declared the motion out of order because of my understanding of our Constitution, By-Laws, and RoR.  Was I correct here?  Obviously I am taking some heat over this because the associate member took it personally and emotionally.  I have told those criticizing me for not following those documents that based on my understanding this was the correct action.  There response was 'in this circumstance couldn't you bend the rules a little'.

I understand there is a legal issue involved here too.  The corporate officers are bound by law to follow the existing Constitution and ByLaws, and that allowing the associate member this freedom would be violating this law.  It is also my understanding that law suits can occur because of this violation.  Is my understanding correct here too?

Thanks for your time and assistance.

Tom Lee
President of the Congregation
Grace Lutheran Church

 

Dear Tommy Lee,
    There are so many subtlities of the law here.  The first thing that you need to do is get a copy of the corporate law and see what it says about membership.  In our state code it says that if you have members,  the corporation in its governing documents must define what are the qualifications of members and the rights of members.  So I can't answer this until I have that information.  I also need to know if your bylaws state that ROBERTS RULES OF ORDER  is your parliamentary authority.
    I realize that you were acting on your highest sense of right.  Please assure the members that you are looking into this and that if you find out that you were incorrect that you will applogize and allow the member to make the motion at the next meeting.  So let me know and I will help you resolve this problem.

The Parliamentarian