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Dear Parliamentarian Vol. 103 October '04

Dear Parliamentarian Vol. 103  October '04
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.

Dear Parliamentarian,
I am in a local union in the IAFF. We use Atwood's rules of order. I have contacted you before and found your information extremely valuable. I write you again for information on proper procedure.
Since we last spoke I have been elected to serve on the Executive Board, there are approximately 7 other board representatives along with the president and secretary of treasurer. There are times when I disagree with the boards decision and my vote is in the minority. I realize that there is a minorities view report but I don't know what it entails or the correct way of doing it.
Furthermore, I am curious to know at what time the floor can reject a motion from the executive board. Is it done before the Executive board report is read/distibuted or after the report is seconded, then is the motion to reject in order? What if there are several motions in the Boards report and the member just wants to object to one of the motions? Does he/she make a motion to vote on motion #2 (for example) separately from the other motions?
Please be as detailed as you can, the president of my local and I have had our differences but he does follow the rules of order to a tee. Sadly though since he does follow the rules, as he should, most of our members have become less involved. I believe they don't realize that the majority at a meeting eventually dictates how the union is run. I am in the process of getting information to our members to help them in a meeting but I have been met with some resistance from a few board members. Thanks again for your time and advice!

Sincerely, Tom


Dear Tom,
    Attwood's Rules and the way your union conducts business is somewhat different to the usual procedure under the other parliamentary authorities.  Since you are now a board member, which is a very important position in your union, it is imperative that you read, understand and enforce your parliamentary authority.  You should be so familiar with this authority that you can turn to the pages immediately to solve your board problems. You should also be familiar with bylaws and other governing documents of your union. You should take to your meetings, all governing documents and Attwoods rules.  When a rule is broken then you need to point it out..
    If you turn to the table of contents on page vii you will find an index to help you find the answers to your problem.  On page 147 you will find the answer to how to present a minority views report.  It is simply explained and just follow how he says to do it.   On page 1 you will find how to deal with motions in a report.
    In Robert's Rules we don't adopt reports of the board.  If a board report, under Robert's Rules, includes motions, the board member reading the report has to make a motion to adopt each motion.  The members discuss it and vote it up or down.  If the board has already made a decision about something, under Robert's Rules,  members can a make a motion to rescind or amend the action if it is not too late to do it and the bylaws give the members the power to do it.
    I do not feel I have enough understanding about the problems you are encountering  with the board report to give you an answer.  I suggest that you read what I have suggested in Attwood's and hopefully that will be your answer.

Parliamentarian wrote:


Mr. McConnell,


The newly elected board of directors of our softball association has taken office and held two meetings.  They have not voted to adopt the bylaws as written. The bylaws have not been certified by the Secretary.


I have read our bylaws several times. after reading article ii directors 2.01 general powers i have concluded that our organization cannot conduct business without first adopting and certifying the bylaws.


Article ii follows.


Article II - directors


2.01 General Powers.  subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.


2.02 Specific Powers.  without prejudice to the general powers set forth in these bylaws, but subject to the same limitations, the board shall have the power to:


(b) Change the principal office or the principal business office in California from one location to another, cause the corporation to be qualified to conduct its activities in any other state, territory or country, and conduct its activities in or outside California.


It seems to me that the bylaws empower the board to conduct business.  Without adopting the bylaws the board has no power to do anything.


Is my understanding correct?


Thank you,


Robert S. Wilcox



Dear Robert,
    I hope I understood your question correctly.  Bylaws are usually adopted by the assembly and not by the board of  directors.   I assume that at some prior time the association members adopted a set of bylaws.  These are continually in affect until they are amended or revised by the association.  Boards do not have to adopt the bylaws as written each time there is a new board.  If there is something in your bylaws that require this, then there is a misunderstanding about bylaws and governing documents.




In my office we are trying to locate in the latest Revised Parlimentary

Procedures manual where it states the President can not vote, except in a

tie, or to support a 2/3rds majority vote.

The arguement in our office is that the President can vote only if 12 or

more people are on the board.

Please let me know.



Dear Michele,

    Are you talking about the president of the board or of the

assembly?  If you are talking about a board, how members are on your

board of directors?


Hello Parliamentarian,

Thanks for your reply.

Yes, a Homeowners Association Board meeting of 5 to 7 members.

Do you know where it referenced in the Revised Parliamentary procedures




Dear Michelle,

    Tell me which Robert's Rules book you use?   Then I will tell you what page the answer is on.  When the board is under 12 members , he can make motions, discuss and vote on all issues unless the board has adopted rules that state different.  Usually the president  of the board has been first elected as a board member  second as the president by the board members themselves.  So by not allowing him to vote that is taking away has rights as a director.  Often boards make a rule that the president can vote to make or break a tie vote.  However, when the president is conducting the meetings of the entire association he can't make motions, usually can't debate or vote.  He can debate only if he leaves the chair and allows someone else to preside until the motion has been disposed of'; he can vote to make or break a tie vote or a two thirds  vote and when a ballot vote is taken.  However, in important issues since he is a member of the association the rules could be different because of the monetary interests in the association.  In that case I would recommend that he give his vote to his spouse or friend to vote for him, or that he would vote last so that he wouldn't influence anyone else's vote.  Or that all votes on main motions  be conducted by ballot at the meeting.


Tanis Rutledge wrote:


At a board meeting, if there is only one person in the present meeting, who was in attendance at the previous meeting, how are the Minutes approved???


Dear Tanis,
    If the board has changed and those present at the previous meeting  are no longer board members, then form a committee of those previous members to approve the minutes.  This is considered a minutes approval committee.  If it is a case that they were just absent, then wait to the next meeting to approve the minutes.

Parliamentarian wrote:


A member of the Student Senate recently moved for a roll call vote because he wanted each senator to be on record with the vote cast.

Is there a second needed for this? Does it need majority to happen? Is it equivalent to "Division of the House" and must just happen if someone requests?

Thanks so much!

Matt Maroon
Student Body President

Dear Matt,
       The motion to have a roll call vote is an incidental motion.  It needs a second.  It would not be debatable when a main motion is pending.  It takes a majority vote to adopt.  One person can not demand that a roll call vote be taken.


Pat Smith wrote:


Someone in my club made a motion, that was seconded, and then voted on.  The vote passed.  Later, in going over our club's bylaws, I realized that our motion directly conflicted with an item in our bylaws.   What now?

Is the motion an automatic wash?


Dear Pat,
    The motion is null and void because it conflicts with the bylaws.  What the members will have to do is amend the bylaws if they want to change things.



Dear Parliamentarian:

You were good enough to answer some questions of mine a couple years ago and I need  some answers on voting procedure. I would appreciate some help.

 The Constitution of Virginia, ArticleVII, Section 9 states that "no public property shall be sold except by an ordinance or resolution passed by a recorded affermitive vote of three fourths (3/4) of all members elected to the governing body".


(1)  We have a 7 member Board of Supervisors. Does this mean that all 7 have to be present and voting to sell public property?

(2)  I know that 1 member of the Board cannot be present this Tuesday when a vote is to be taken on a sale of public property. If they vote with the absense of this 1 member, is it a legal vote?

(3) If it is a legal to vote without all 7 being present, what is 3/4 of 6 ? How many yes votes do they need to sell this public property ?

If possible. I need the answer before Tuesday night. I'm very much opposed to the sale of this public property.

Thanks so much.


 George Keller




Dear George,
    The way your governing documents are written, it qualifies the vote. Therefore, the vote is determined by the number of members of the governing body not by the number of  members present and voting.   To adopt this particular motion it would be three fourths of 7 whether present or absent.  A three fourths vote means three yes votes  for one no vote. In calculating the vote, I find that it will take 6 votes to adopt.  If only six members are present, all six would have to agree.  If seven members are present then six members would have to agree.  If five members are present, there are not enough present to vote because it takes six votes in the affirmative to adopt.


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