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Dear Parliamentarian Vol. 97 March 2004

Dear Parliamentarian Vol. 97  March  2004
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.


Ann Wade wrote:
I'm a new parliamentarian.
I need advice ASAP.
Meeting Sunday.
Problem:
1. We have a Cotillion scheduled in two weeks.
2. We have a contract with a choreographer. The choreographer has complied with all but one aspect of the contract. We owe her an additional $1000.00
3. The President without consulting the executive board fired the choreographer above, hired another at an additional expense of  $1000.00.
(Note: There was known preexisting prejudice re  choreographer # 1)
4. I assume choreographer #1 will sue us and collect.
5. The membership is divided on the merits of a Cotillion. The unilateral decision and the additional expense will also be issues at the mtg on Sunday.

6. Bylaws:
The President shall:
1. Preside all meetings.
2. Chair Executive Committee
3. Call special meetings
4. Administer the National, Area and Local program
5. Enforce National, Area and chapter's Bylaws.
6. Appoint all appointed officers authorized by Bylaws.
7. Appoint all standing and special committee chairs.
8. Co-sign checks with Financial Sec. & Treasurer.
9. Sign all authorized contracts or other obligations in the name of the corporation.
10. Be the sole custodian of the chapter's Seal if Incorporation, which shall be used to validate documents and official papers used by her office.

Any Advice will be greatly appreciated.
Is there any liability exposure for the organization?

 

Dear Ann,
    Whoever voted to hire this choreographer has the right to fire her.  But let me say this, if a contract was signed, you will no doubt have to honor it. You will probably have to get an attorney on this one.
    The parliamentary question is does the president have the right to fire?  No. Your bylaws do not give that power to the president.  If the board voted to hire this person, then it is the board's responsibility to fire the person.  And even then it might be a problem if a contract is signed. In the earlier additions of Robert's Rules, it states that once a contract is signed it can't be rescinded.  In the new addition (10th) edition, they (authors who are attorneys) decided to allow a contract to be rescinded.  However, at the meeting where the changes to the book were explained, one of the authors said that they believed that it might be best for an organization to hire an attorney to help with getting out of a contract.  So even the authors of the new edition realized that if a contract were rescinded that the organization will have to hire an attorney.  So the lesson for organizations is to be careful what contracts they enter into.
     Now at the meeting, the members will have to decide whether to uphold the president's decision or not.  If you don't decided to uphold the decision of the president then that will bring up other considerations.   How will you get out of the new contract and should the president be removed from overstepping the boundaries of his or her office?



The Parliamentarian

 

 j.l.campbells@worldnet.att.net wrote:

 

Is it possible to make a proposal at a meeting for a RSO and have the delegates e-mail their votes due to time? School ends April 24, 2004

 

Lauren Campbell

Chapter Advisor - Delta Zeta

 

What is a RSO? What are you voting on?  And do your bylaws allow for e-mail voting?

The Parliamentarian

 
j.l.campbells@worldnet.att.net wrote:

 

An RSO is a Registered Student Organization.  Voting on a web based program to use during Recruitment and the bylaws do not specify types of votes.  We wondered if we took a vote to allow the proposal decision of each Chapter to be e-mailed in and all agreed would we be OK to then have this one e-mail vote?

 

My apologizes for not being more specific.

 

Lauren Campbell

 

Dear Lauren,
    Thank you for the clarification.  For an e-mail vote to be valid, you need to amend your bylaws.  According to Robert's Rules,  voting is taken by voice, show of hands, ballot and roll call.  Other voting procedures like a mail ballot or e-mail need to be provided for in the bylaws.  The members would first have to amend the bylaws to take the vote by e-mail.

The Parliamentarian

 

Kari Kent wrote:

Hi,

I bought the book, "Robert's Rules of Order, Simplified and Applied"
today and found it very useful.  I am on the elected board of a Little
League and believe that something incorrect has taken place.  I could not
find it in your book or in the Robert's Rules of Order, 10th ed., so I
thought I'd take a chance and ask.  The books tell how to do something,
but I could not find out how to correct or void something that was
already done.  I am looking for a rule/guideline to approach the board
with.  Does that make sense?

Scenario:  The Board meets monthly with elected, appointed, and general
members present (public meeting).  After the February regular meeting,
the President met with a few of the elected board members and a few of
the appointed members to discuss some issues.  Decisions were made (rules
changes) and put into place without ever coming before the Board of
Directors for approval.  I view that meeting as a Committee Meeting, she
views it as a Board Meeting.  The information has gone out as "Board
Approved," yet the Board never voted.

Any ideas?  I'm not trying to change those rules back, only to fix the
error of our board.  How do we get into our minutes these decisions? Or,
if needed, void/rescind these decisions?

Thanks,

Kari

Dear Karii,

    You e-mail response got lost among messages.  I am sorry that I am late in answering your question.  

    Once a board meeting is adjourned, it is over.  The president can't meet with a few members afterwards and make decisions without the rest of the board members.   In essence there was no meeting.  What happened was the president just discussed an idea with some other board members -- that is all.  Even if these members all agreed it was a good idea,  it can't be considered valid because it was not an official meeting.  For it to be an official meeting, all the members of the board needed to be notified.  A quorum must be present.  If your president continues to operate this way, it will look like there is a small clique operating behind close doors running the association.  This will cause great inharmony in the organization.   If the president felt these could not wait, then  she should have called a  special meeting, if your bylaws provided for this procedure, to consider this issue.  Y

    Since no business was transacted,  this is what needs to be done.  What the small group decided must be presented as a motion at the next official board meeting, discussed and a vote taken.




The Parliamentarian





Joan Caly wrote:

Hi The Parliamentarian,

 

The update so far is that not much is happening regarding the illegal bylaw change.  The Women's Center February meeting had a very full agenda so the bylaw matter didn't come up.  This month's meeting, which was scheduled for this past Tuesday, was snowed out and postponed till last night.  Again, too many priority items so it still didn't come up.  (And, would you believe, more snow today so I am home working.)  Actually, I'm glad to have these many weeks for people to simmer down.  We'll see what happens.  Again, thanks for your help!!

 Another question.  This time it is, I hope, a simple one.

 Back to my church.  Our bylaws use the term "in perpetuity" in connection with maintaining our Memorial Garden and in maintaining certain standing committees.  We have no problem with the Memorial Garden but over the years what were just four standing committees has grown to fourteen with others to be added.  Plus two of committees designated "in perpetuity" are now being combined into a new Committee on Ministry (with the new name).  We (the bylaws committee) are thinking of doing away with the "in perpetuity" completely if it that is legal.  Can we change things that are designated as "in perpetuity"?  And, if not, how do we deal with the new Committee on Ministry?

 I've asked a number of people and no one so far has said we shouldn't/can't change the bylaws and take out "in perpetuity" in reference to some committees.  But, these people don't REALLY know.  This is just their opinion.  I would love yours.

 Take care.  I hope you are well, happy, and warm.......................................Joan

 

 

 

Dear Joan,
    If  your bylaws allow you to amend them,  then anything in the bylaws can be amended including the words "in Perpetuity".  It is sad for members to think they can tie the hands of future members by the word "in perpetuity".  Organizations change and the bylaws must be able to change with the organization.



The Parliamentarian