Dear Parliamentarian Vol. 140, Jan. 2009
Dear Parliamentarian Vol.140 Jan. 2009
Answers to your Parliamentary Questions
"Dear Parliamentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.
My organization (Alameda Co. Firefighters Assn. IAFF #55) currently uses Atwood's rules for meetings. My Question:
Is basic parliamentary procedure, i.e. adopting agenda for general meetings, motions, order of business etc. the same in Robert's rules of order as in Atwood's rules for meetings.
Robert's seems to have a clearer explanation (more detail) when it comes to parliamentary procedure.
ACFFA E-Board Member
No they are not alike. There are similarities but great differences. Try to find a way to understand your parliamentary authority. If you like Robert's Rules better, can you amend your bylaws to have Robert's rules as your authority? Or is it a national policy to have Atwood's Rules as your authority?
We have 2 people on our Booster Board who act as co-vice presidents. When it comes time for a vote, do they each get an individual vote or do they get one between them? This is not addresses in our by-laws.
Question: Is each a member of the board in his own right?
I am not sure what you mean by "in his own right". They are essentially "job sharing" as neither wanted to do the job by herself. Confusing?
Usually before someone can be an officer of the board, they are actual board members. Are these two people board members who were elected by the board to be co-vice presidents?
Dear Parliamentarian: They are "members" of the booster club, who were elected by the general membership to serve on the board.
In that case they vote as board members and not as officers. So then each of them has a vote because each is a board member. Parliamentarian
We recently had our annual condo meeting to elect 5 members for 1 year term to serve on the board. There were 6 people who chose to run for election. The votes were on a ballot either by proxy or in person. When the votes were tallied by 2 people, it seemed they could not tally the votes because of some confusion with the way they were voted and some written in, etc. So, we did not know who the new members were at the time the meeting was adjourned and this was not explained. Some days later all the residents got notification that the current President took the votes home with her and decided that there was a tie and she made the decision for all 6 to be on the board. She said there was nothing in the by laws regarding this, which I believe she is correct. My question is, should she have done this in this manner. I am thinking the votes should not have left the voting place and that we were electing only 5 instead of 6. By the way she was one of the candidates.
Thank you for your answer,
First of all, election procedures are not included in bylaws—in any bylaws, but in something called “special rules of order.” Look to see if you have stated in your bylaws a parliamentary authority. The most common one is “Robert’s Rules of Order.” You have not told me what state you reside in, so I will suggest that you look in any state law for help on this. However, if you live in Florida, there is an omnibus man that you can to appeal to for help. If you do live in Florida, let me know and I will send you a link to that office. If you live in California, the state passed a law over ten years ago that every incorporated association must adopt a parliamentary authority. So even if you don’t have one in the bylaws, the association must use one. If every law is silent about elections, then please get a copy of Robert’s Rules of Order, either the 10th edition, or a copy of our book.
Now let’s discuss this from a parliamentary point of view. It is common sense that no person running for office is involved in the counting of the ballots. This election sounds like something out of a third world country by a dictator who wants to keep his office. It is a basic parliamentary rule that if those counting the ballots can’t figure out what is going on with the ballot, they bring it to the assembly to decide the ballot not one person. In counting ballots, there is always a provision for an illegal ballot. This means one that is illegible, has a vote for someone that is not eligible to be considered for office, or even an improperly filled out ballot. This ballot isn’t assigned to anyone but it counted in the number to adopt.
This is what I suggest that you do:
1. Get a group of members together and ask to have a recount of the ballots by an impartial committee.
2. Get a copy of our book, “Robert’s Rules of Order: Simplified and Applied” which shows step by step how to count and tally a ballot vote. Or our DVD that shows how to count and tally a ballot vote. Be sure those counting the vote read it and know how to do it correctly.
3. If there is no co-operation from those on the board on this one, then call a special meeting of the members to discuss and vote on this election. I don’t know what your bylaws state or the any of the Condo laws about this, but you should be able to recount the ballots (if they were saved), and if not saved, have another election.
Hopefully other members are concerned about this as much as you are. If they are not concerned, then you will just have to wait until next year for the next election.
I have a question I hope that you will be able to answer for me.
We will have a new board of directors in about 6 weeks. Half of the old board members will remain. If a board member resigns now before the term is up, and the documents state "the board fills the unexpired term", does it have to be the current board or can it be the new board? Does RR of Order even have anything to say about that?
Thank you for any help you can offer.
Is the current board still meeting? If the person resigns under the new board, is there any provision for an election? Could you also send me the exact bylaw for filling a vacancy on the board?
Thank you your quick response. Here is what the Bylaws state on vacancies:
"Any vacancy occurring in the Board shall be filled by majority vote of the remaining members thereof, except that a vacant position on the Board which was last filled by a member of the First Board may be filled by a person appointed by the Developer. Any director so elected or appointed to fill a vacancy shall hold office for a term equal to the unexpired term of the director which he succeeds."
The board member resigned at last night's meeting. He has fulfilled 11 months of a two-year term. The annual meeting is coming up on February 17, which is also the date for the scheduled monthly meeting. That February monthly meeting will immediately follow the annual meeting. Our question is whether the old current board, or the new incoming board, should select and vote on a replacement for this member who resigned.
The vacancy should be filled as soon as possible. What happened after the person submitted the resignation? Was it approved? If it was the board at that meeting should have tried to fill the vacancy. If the board does not meet to fill it at this time, then it should be done at the next meeting. Don't allow yourselves to get confused about who should do the appointing. It should be done immediately or as soon as you can find someone to fill the vacancy.
On Sun, Jan 18, 2009 at 1:08 PM, <PresDGCA@aol.com> wrote:
Should I record in the minutes every question and answer that was asked and given at our annual meeting or just record main motions? If I start the precedent of recording questions and answers (even one), I'd have to print them all in the name of fairness wouldn't I? To me this would give credence to items that were not motioned on, seconded, or voted on.
Craig and Renee had a lot of inflammatory questions designed to embarrass, but they had no main motions behind their questions or suggestions.
Minutes are a record of what was done and not talk about correct?
You are right. Just record the main motions and whether they were adopted or defeated. Secondary motions such as "amend", "refer to a committee, postpone and close debate are recorded in the minutes if they are adopted. You must record all points of order and the ruling of the chair. Look in our book, "Robert's Rules of Order Simplified and Applied." There is an entire section on what goes into the minutes. You don't need to include inflammatory remarks unless some one called for a point of order.
Dear Mr. McConnell,
I am the VP of a homeowner's association in Florida. For the second year in a row, while preparing the packets (including election ballots), for our annual meeting, there has been much debate regarding the inclusion of a proxy segment. Last year it was decided, as our Bylaws dictate that all ballots be mailed no less than 14 days prior to the day before the scheduled meeting, sufficient time was allowed where it was felt including a proxy was unnecessary. A then community member, who has since become a Board member, is adamant that proxy voting is vital as it allows anyone who is uncertain who to vote for to exercise the option of designating a proxy to choose for him/her. It was also discussed that even though a trustworthy proxy may be chosen, it was a reasonable assumption that the proxy would vote the identical way (for each proxy right delivered him/her), as he/she would vote themselves and thereby, be a form of stacking the votes. Again, as our governing docs dictate that all ballots be mailed and must the Secretary must received them by return mail, proxies seemed moot as it was not dictated that a voting member be present. In the past, to encourage greater attendance, homeowners have been allowed to bring their sealed ballot envelope to the meeting and hand deliver them until such point where the meeting was opened.
Would you please offer some clarification as to the correct or proper usage of proxies concerning an HOA yearly meeting during which time three either vacant or expiring positions are voted upon. Ours is a deed restricted (but not gated) HOA with 223 homes of which approximately 25% are rentals or owned by persons domiciled elsewhere. Research within past records indicate the only recent usage of proxies involved a vote to raise the dues where a specific percentage of homeowners must vote, and when voting to revitalize our governing docs accidentally extinguished by the Marketable Record Title Act (MRTA). Please note, we have successfully revitalized, had after review by the DCA, recorded within our county clerk’s office.
As we must mail our yearly packets out by January 20th, 2009, time is of the essence to clarify this matter so we have sufficient time to make the necessary copies and prepare all for mailing.
I sincerely appreciate any clarity and information you may afford our association regarding this specific, yet sensitive, matter.
First, what exactly is on the ballot that you are sending out to the members for them to vote on?
Thank you for taking an interest and in a timely manner. I've attached our ballot for our yearly meeting during which, three Board member's terms are up for re-election. I've also attached a copy of a proxy which was collectively created and felt may best or properly address the concerns within the Board members request (mentioned in my previous e-mail below).
Any advice or suggestions you may render will be greatly appreciated as it has been and is the desire for the present and future Boards to adhere as strictly to our governing docs and the Fla. Statutes as possible.
Loraine J. Rhodes, CLA
VP - PMU55POA
Thank you for sending me the ballot, the proxy, and how to access your bylaws. After reading your bylaws, I was puzzled myself why a proxy ballot would be included in your ballot since all have an opportunity to vote and return by mail. However, in looking further in your bylaws, proxies are counted in the quorum and members have the right to vote by proxy on other issues that may come up at the Annual Meeting. So sending a proxy insures that you will have those who voted and are not present represented by proxy and you will have a quorum.
I sent you an example of a proxy by fax today. If you look at it, it has both a general proxy and a limited proxy on the form. This allows the association to put special items such as an election and other business, which could be financial matters to vote on, so that the members can check who they want elected and how they want to vote on specific items. A limited proxy means that the proxy holder must vote the way the proxy was designated. A general proxy allows the proxy holder to vote on items not listed on the proxy but may come up at the meeting. For example, let’s say at the Annual meeting someone makes a motion to have an annual picnic and the association to pay for it. Since no one knew that this was going to be brought up, the general proxy allows for the person holding it to vote for the person who gave him the proxy. So the proxy holder gets to vote for himself and vote for the person whose proxy he has.
I think you will solve this dilemma of proxies by having the proxy have both a limited and general proxy on it. If you go to our website; parli.com and go to Homeowners Volume II Issue 2, there is an entire article on nominations and elections, proxies, and how to count ballots.
Next, I am concerned about the following that is at the bottom of your proxy:
The Board of Directors has appointed Mrs.______ proxy holder.
You may contact Mrs.______ by leaving a message at 321-________, or you may return your proxy form, duly executed to 1101 Cricket Dr. by February 5th 2009 to be considered valid. Please mark the return envelope that it is intended for the
The question I have for you is: Does everyone have to have Mrs._______ their proxy holder? If so, haven’t you just put in place what you didn’t want to happen—one person holding all the proxies? Usually the lot owner gets to designate his own proxy.
Read your Internet Newsletter with great interest. I am wondering what a
committee does with proposed changes in by laws made by their members. What
opportunity do other members have in order to have any knowledge of proposed
changes not considered by the committee and not included in published
changes? Also should any final revision of by laws be in the hands of members prior to the scheduled meeting on adopting same?
Many thanks Bob Gross
Thank you for writing. How did the members make the proposed changes to the bylaws that they ended up in the committee? Were they referred to the Committee to present with other bylaws changes or to be included in a complete revision?
Who proposed the changes that were not considered by the committee and how did they get to the committee?
If you read the article on bylaws on our page, did you see the article on how to handle a revision to the bylaws? When a call to the meeting goes out to the members that states a bylaw revision will be presented to the members for adoption, a copy of that revision should go out in the call to the meeting letter. Members certainly have a right to see the proposed revision before it is presented to the assembly for discussion and amendment.
Many thanks for your early response to my question. Here is another one that in my many years of involvement with organizations have never been present for this one. I am presenting this as a question even thought it has already taken place. I can understand an organization having their attorney present to answer any questions, but to preside over a meeting?
My condominium association at their recent meeting requested the Lawyer engaged for the revision of our by-laws to conduct the meeting in its entirety, and those present approved. He then proceeded to conduct the meeting in its entirety, announcing the procedure and then the results of the vote and then asking for a motion to adjourn. Having arrived at the meeting late I was not aware of the association's agreeing to his conducting the meeting. My question is in two parts.
1-Can anyone other those who are voting members of an organization be permitted to conduct or chair the full meeting?
2-Could the allowing of a non member to chair and conduct the meeting be considered one that has no legal standing and should be rescheduled for a proper vote to legitimize our condominium by-laws?
You must understand that this organization is being run by in experienced persons and in my opinion absolutely no knowledge of the proper Parliamentary Procedure.
Again thanks for taking the time in answering the question I have presented to you.
To answer your first question about someone else presiding that is not a member. Yes, this possible under Robert’s Rules of Order. In Robert’s Rules of Order Newly Revised 10th edition, It states on page 432, “If an adjourned meeting or a special meeting must deal with a problem that has intensely divided the organization --it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding and such an arrangement can be made with the approval of the assembly if the president and the vice-president concur.”
To answer number 2. No, it is a legitimate meeting. A challenge to this meeting should have been done at the meeting, but if the members voted to do this or did not object, then his conducting the meeting is proper.
Did you want an answer to your first e-mail that I asked you questions about? If you will answer those questions I will then give you an answer about the bylaws.
Dear Parliamentarian: Your answer to my first e mail was yes and no. Although it is ancient history now, I wondered how any member would know of any suggested changes in by-laws that may not have been included in the published revision but should have been decided upon by the total membership not the committee alone. Our organization was not completely divided on the issue as very close to 2/3's voted to originally approve which certainly is not a decisive disagreement, would you say? Again great to have someone like you to ask these few questions. Problem is that where I live our elected leaders just don't know. Just a final note in how they run the association, do not allow any minutes to be circulated until meeting held and approved with our board meeting every two or three months. I have presented facts to them of the timeliness in circulating them, but it is like talking to the wall. Many thanks again
The committee evidently was given the power to present a revision. So they had the power to decide which proposals to include in the revision. What is the sad state of affairs in our country is that people are put in leadership positions without leadership training. The National Association of Parliamentarians and of our course our company would love to see more people studying this very important subject.
One of the things that I suggest and follow is this: When an organization or Condo association is doing a revision of the bylaws that they keep the members up to date about what is going on. In an organization that I am involved with, our committee had “bylaw committee reference meetings.” We would finish a part of the bylaws and then send them out to the members to give us comments or suggestions. We then had a meeting where the members were encouraged to come to the meeting and talk with us. We included some suggestions; others we did not. However, the members were told if they had very strong feelings about their proposals they could bring it up at the meeting where we would be presenting the revision to the assembly. And they have.
A two-thirds vote is required to adopt bylaws. If you did get a two-thirds vote that shows that the members are behind the proposed revision.
Unless your Condo laws state that minutes must be circulated, they usually don’t have to be. However, most state laws state that any member can request to look at the association’s records. I strongly suggest that Boards of Condo’s and HOA’s don’t send out the minutes but send out a regular newsletter letting the members know what is going on. I also insist that since these board meetings are open, that members are given notice of when and where the board is meeting and be encouraged to attend.
Dear Jan: Here is another special for you. The required number of signatures in accordance with our by-laws requesting the dismissal of a board member has been submitted to the President as you can see below. Reading our by-laws I cannot see a time limit when this meeting should be held. The big question is how does one either by some rule not allow the President to ignore this petition and not prolong without any action to implement this item? Any suggestions which could be helpful? As always looking to an expert for advice. Many thanks if you have a solution to this one> Bob Gross
Concerned Homeowners At Ironwood (CHAI),
In an effort to avoid a confrontational meeting I met with Kathy on two occasions. One of our neighbors, Glen Rapoport, reached out to Kathy with the hopes of trying to get Mary to discuss our concerns. I called Kathy this evening and she said "Mary has no interest in speaking with you (meaning me)".
I told Kathy we would like the special meeting to be called as soon as possible. She said she would look into it.
Perhaps the letter that was submitted to remove the board member should also set the date of a meeting to discuss the removal. That way the Board can't put it off indefinitely. There may be some law in your state that addresses this question by stating that when the board receives such a letter they have so many days to have a meeting.
At our last County Board meeting a special meeting was called for re-organizational purposes. 4 new commissioners were being worn in. 1 commissioner is left from the old board. The new board chair amended the agenda at the meeting with a 3/5 vote to rescind the previous boards miscellaneous board appointments. So happens in November I was appointed to our Planning Commission. My term had started already 1/1. The rescind motion passed 3/5. My question is, was this legal? The only reason they rescinded the board appointments is because they wanted to choose their own. I am being told they cannot do this unless a commissioner from the prevailing side makes the motion. In this case, only 1 commissioner is left from the previous board. Can you reference any Roberts Rules of Orders in regards to this? The board’s rules and bylaws do not cover rescinding at all.
Under Robert's Rules of Order a motion to rescind without previous notice takes a two-thirds vote. Was the vote a three-fifths vote? IF there are five commissioners it means that four out of the five board members must vote in favor of rescinding the motion. Another point that may need to be considered is that many county boards have to post their agendas to the public. If this was not on the agenda, and that law governs your county commissioners, than you might have a case. At least under Robert's rules it is invalid if no previous notice was given.
On Thu, Jan 8, 2009 at 7:11 PM, Jason Lauzer <email@example.com> wrote:
The agenda had no mentioning of taking up the issue to rescind. The agenda was amended at the start of the meeting. 3 of the 5 commissioners voted to amend the agenda, and 3 out of 5 voted in favor of rescinding. So you are saying I should follow Roberts Rules of Order of "RESCINDING" not "RECONSIDER" ??.... because reconsider talks about a prevailing party, etc. But the motion was "rescind"... Maybe I was confused there. But what you are saying is their motion failed because it was not the required 2/3 vote due to the item not being posted in advance?
The Michigan Open Meetings Act does not specifically say anything about posting the agenda. It talks extensively about posting requirements for the day, time, and location of the meeting. I don't know where else to look unless you have ideas on that? Again, the board’s bylaws and rules do not cover the topic of posting an agenda, etc.
Thanks for the quick response. Appreciate someone else's input before looking for an attorney!
Reconsider the vote is a motion which allows an assembly to reconsider the vote on a motion at the same meeting. At a later meeting, if the assembly (or board) wants to change its mind about something it adopted it has to Amend Something Previously Adopted which includes "rescinding." The rule concerning rescind is that if previous notice is given, it takes a majority to adopt. If no notice is given it takes a two thirds vote or a majority of the entire board. Is the entire board five members? I may have spoken too soon about this one because three members would be a majority of the entire board. So you may need to proceed from another direction.
Were other members removed from their appointments or was it just you? How long was the term for the appointment? Depending on how this is worded in governing documents they may not be able to rescind the appointment. Was this a political removal because some thought you did not represent their interests? Do they operate under bylaws or some other rules concerning the appointments?
What I think is odd that the previous County Board was able to appoint miscellaneous appointments at the end of their term and then these appointments began at the beginning of the next board's term. Usually appointments go with the term of the boards.
The entire board is 5 members.
Many others lost their appointments as well. On November 25th the county board appointed many other committee members because terms were going to expire January 1st. Some of these are 1 year appointments, others are 2, and some are 3. The only comment one of the commissioners made is they want to make their own appointments. HOWEVER, the County Board appointment is only 2 years, so some of these appointees very well could serve longer than the commissioner is in office. Not to mention those already serving that are still in place. It's a political control thing, I believe. No one has done anything wrong at the committee levels.
The only mentioning in the rules/bylaws is the following..... Appreciate your quick responses and comments!
ARTICLE VI: Committees.
Section 1. Standing committees.
The Standing Committees of this Board shall be as follows:
E-911; Road Commission; Health Department; Inter-Government Relations; Pinecrest; Social Services and Mental Health; Bay Area Medical Center; CUPPAD - UPCAP - CAA; Airport; Planning Commission; West Central Corrections Board; Six County Employment Alliance; Remonumentation; Solid Waste Planning; LEPC; Parks and Recreation Committee; Substance Abuse; Fair Board; UPRC&D; Financial Hardship; Finance; Law Enforcement; Building & Grounds; Personnel; Substance Abuse.
Amended: September 22, 1997
Amended: March 25, 2002
Amended: November 21, 2005
Section 2. Other.
Other standing, ad hoc, or special committees as deemed necessary by the Board to carry on its work may be appointed.
Section 3. Refer to Article IV relative to the appointment procedure.
Section 4. The Charters defining the duties and responsibilities of the Standing Committees shall be appended to these Bylaws.
Section 5. Selection of Boards and Commissions External to the Board.
The Board shall advertise from time to time as necessary the impending vacancies on the external boards and commissions. Respondents to these advertisements or other persons may be nominated by the Chair or by any commissioner from the floor. It shall be the policy of the Board to solicit from the public and from the various boards, committees and commissions to which it makes appointments the names of qualified individuals who might be interested in serving on specific boards, committees and commissions. Refer to Article IV, Sec. 5.
Section 6. Commissioners, other Elected Officials or County Employees appointed by the Board to various internal and external boards, committees and commissions shall serve for one year. They may succeed themselves. Any appointment is rescinded if the employee is terminated or if the Commissioners or other Elected Official no longer hold their elected post.
Send me the part where it states the term of office. Please quote complete text.
This is directly from the minutes of the 11/25 County Board meeting. Com Lang is the only board member back this term. They (the new commissioners) took office on 1/6 when they were sworn in at the re-organizational meeting.
The County bylaws, rules, procedures do not say anything else further about committees other than what I sent last night. Nothing to do with terms, etc.
There are MANY other individuals that are still on these miscellaneous boards/committees because they were not expiring 1/1/09. Some are good into 2010, and some are good until 2011 yet. The new board did not rescind their appointments, just the appointments approved on 11/25/08 which is what I am posting now:
The rest of the e-mail had the minutes of the County Board meeting.
The minutes state that you were appointed for a three year term, is that correct? This is what I found in reading them: “ Com. Berger moved to appoint Bob Meintz and Cheryl Hargrove to the planning Commission for a 3-year term each (1/1/2009-12/31/2011). The motion died for lack of support. Com. Lang moved, Com. Furmanski supported to appoint Cheryl Hargrove and Jason Lauzer to the planning Commission for a 3-year term each (1/1/2009-12/31/2011). Motion was approved, 4-1. Com. Berger voted nay.”
So I don’t understand why you said your term was up 1/09?
On Fri, Jan 9, 2009 at 5:17 AM, Jason Lauzer <firstname.lastname@example.org> wrote:
Here's another interesting side... Technically I started my appointment on 1/1/09 to the Planning Commission. Our first meeting won't be until March. The bylaws of the Planning Commission state this below. Does a rescind motion override the Commission bylaws since my term technically started? Can the County Board rescind appointments that already started without any notice to those individuals or a hearing?
102.Removal from Office:
A. The Menominee County Board of Commissioners may remove a member of the Commission for misfeasance, malfeasance, or nonfeasance in office upon written charges and after a public hearing. Failure to disclose a potential conflict of interest shall be considered malfeasance in office. Failure to repeatedly attend Commission meetings shall be considered nonfeasance in office.
B. The secretary of the Planning Commission shall report any member who has missed three regular meetings in a row to the Menominee County Board of Commissioners.
This is great. Unless there are other documents that you haven't shared, I think you found your protection from removal from this commission. They have to follow the bylaw for removal.
On Fri, Jan 9, 2009 at 5:38 AM, Jason Lauzer <email@example.com> wrote:
Do they (the county board) have the argument of "we rescinded your appointment, therefore the Planning Commission bylaws do not apply..."???? The Parks and Recreation Committee bylaws have the same exact clause in them. I am also a member of that committee, but I was appointed to a 3-year term 2 years ago, so that appointment is not in question as of right now.
I think that's my last loose end. If they rescind my appointment that was made on 11/25/08 then do I lose my rights of protection by the bylaws...?... but again, TECHNICALLY my term started on 1/1/09 and they rescinded on 1/6/09. That sounds like a gray area but could be construed as intentionally trying to get around the committee bylaws!
You must understand that I am not a lawyer but a parliamentarian. So I am giving advice by on the information given to me and on the parliamentary authority Robert's Rules of Order Newly Revised 10th edition. I do not know if your county adheres to this and what an attorney might say about this. First you need to get your own copy of this book. We sell it here at our company or you can get it at a book store. You will find your answer on the bottom of page 479 to 480. It states that unless your bylaws state " someone servers __ years or until a successor is appointed" the appointment can't be rescinded. IF there is to be a removal it has be by trial or the provision for removal in the bylaws. Your term started January 1. You are on the commission whether it meets in January. It is my opinion that they have to follow removal according to the bylaw and not the motion to rescind. Another point about rescind is that if someone is appointed or elected to office (in this case a place on the planning commission) and if notified of the election it can't be rescinded unless there is some provision for rescinding. The provision for rescinding in this case is the phrase in governing documents "or until their successor is elected."
I hope that you find this helpful.