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Dear Parliamentarian Vol. 128 Nov. 2006

Dear Parliamentarian Vol. 128  Nov. 2006
Answers to your Parliamentary Questions

"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.

Troy Marshall wrote:

I have two questions, first one:  When voting in a board member, and you have 3 candidates for the same position, does the person who wins have to win by 50%+1 or just the most votes.  Our bylaws state that the candidate win by the majority of votes.



Second Question:  If a person running for a position on the board, has a spouse who holds a paid position at the club, should their spouse be allowed to run for a position on the board?







Troy Marshall


Dear Troy,
    A majority vote means more than half.  So if 20 people were voting it would take 11 votes to elect.  IF you have no bylaw provision concerning spouses not holding offices at the same time, then you can't prohibit this from happening.  So to answer your question, the person should be allowed to run for the board unless a bylaw prohibits spouses from holding office at the same time.

The Parliamentarian


My Name is Terrence and live in NC  I am also a former Fire Chief of the W Fire Department and presently serving on the Board of Directors after I retired as Fire Chief.


During last month’s BOD Meeting I was absent due to a back injury.  The Board had an executive session and one board member did not like how things were going and verbally resigned.  The Secretary told him he wanted a written letter of resignation before the next meeting.  Our meetings are tape recorded but executive sessions are not written up and made public.  I understand Robert's Rules of Order states that all resignations need to be in writing and presented to the Secretary.  Also the member that resigned has the right to withdraw that resignation before the vote is taken.


My question is when the Board Member verbally resigned then should not a vote been taken then as all members heard the verbal resignation with the exception of me because of absence.


Even though the rest of the members did not vote for acceptance of the resignation right then, doesn't the member have the right to withdraw the verbal resignation at this Monday nights meeting or can the Board except the Tape recording and vote to make this position vacant.  Please give me some guidance on this or point me to someone who could help  me with this before Monday night.  I know this is short notice. but have been doing alot of research on this trying to find the right solution.  Thank you in advance for you time in this matter.


Respectfully Submitted,



Terrence P.


Dear Terrance,

            In speaking with you by phone, you told me that you have our book, Webster’s New World Robert’s Rules of Order Simplified and Applied.  Why not read the pages concerning resignation to your board members? ( pages 170-171)  It states the procedure very thoroughly and correctly.  It also points out the root of the problem that is going on at your board meetings.  This person resigned no doubt because there is a rift within the board.  What should have been done at the time was for the chair to call a recess and try to reason with the member before he left the building.  Since no vote was taken on his verbal resignation, he is still a member of the board.

            Now for the parliamentary procedure:  Since this is an elected position by the people, the resignation should be in writing before it is acted upon by the other board members.  Then someone should make a motion to accept the resignation.  It is debatable and then takes a majority vote to accept the resignation.  Since no motion was made by either the person who wished to resign or by another member, there is nothing on the floor to discuss or vote on at this point.  .(See pages 124 to 125 under “Request to be excused from a duty.”)

            If the person wants to stay on the board, he should return and apology for his outburst and state that he wants to stay on the board.  Members can’t vote on resignation if there is no written resignation letter submitted.  For members to want to vote at this next meeting to accept his resignation when it has not been officially submitted in writing is out of order and should be so ruled by the chair.  If they are not happy with this member’s performance, then what they need to do is to remove him from office.  But be sure to follow the proper procedures since he is elected by the people.

            It sounds like to me that not only does the board need to follow better procedures at their meetings, but they also need to learn some interpersonal skills so that these things don’t happen at meetings.


The Parliamentarian McConnell  



Maybe you remember me, Beth Grimm, the


I have a couple of questions for you and plan to post the answer on my web page and blog, with credit and a link to your site. It is a great resource for HOAs. Here are the questions.


HOAs have usually one meeting a year (commonly referred to as "the annual meeting".)  I have been asked if an HOA can appoint an executive committee to approve minutes of the membership meeting in between annual meetings; otherwise the minutes remain in draft form for the entire year. Below is the clause from Robert's Rules that was cited to me from a reader from my website as what they believe allows that. I would like your opinion as to whether this is an option for HOAs. The way I read the provisions, it seems like the meaning is that if the Board cannot achieve approval of the minutes at the annual meeting after the meeting for which the minutes were drafted, then an executive committee can be appointed so the Board does not have to wait another year to bring the approval to the members.


Also, under the new elections laws for HOAs, there are 4 subjects that have to be voted by mail ballot. Approval of minutes is not one of them. However, since associations have to do their annual elections by mail, I am recommending that they may also place a measure on the ballot for approval of the annual meeting minutes. Do you know of any barrier to that in Roberts' Rules?


Here is the excerpt from Roberts' Rules:


---  If the next meeting of the organization will not be held for a long period, as six months or a year. the minutes that have not been read previously should be read and approved before final adjournment. If this is impracticable, then the executive committee. or a special committee, should be authorized to correct and approve them. In this case the record should be signed as usual, and after the signatures the word "Approved," with the date and the signature of the chairman of the committee authorized to approve them.


Thanks for your help.


Beth Grimm, HOA Attorney



Dear Beth,


          Thank you for writing.  First, let me respond to a committee approving the minutes.  This is very common in parliamentary organizations where there is one meeting a year, for example our state meetings and our district meetings.  A common practice is for the presiding officer to appoint several members present to serve on the committee.  This does not have to be the case.  An organization could have a regular committee to do this.  I am enclosing a page from our “McMinutes Training Manual for Secretaries” which explains this procedure.


Minutes Approval Committee



            In organizations that meet yearly or semi-annually, it is best to have a committee correct the minutes of the meeting. Those who serve on this committee have the same responsibility as the secretary to take accurate minutes. These members need to pay close attention to the business presented at the meeting because the organization is relying on them to see that the content is correct.

In organizations where not much business takes place, the Minutes Approval Committee members may only need to write down on paper the essential business transacted.         If organizations where meetings are complicated, then the members of the Minutes Committee need to have the same form as the secretary to keep an accurate account of the meeting.

            Often times in small organizations, the presiding officer appoints the members of the committee at the meeting.  This may not be a good approach.  The best approach might be to have this as a standing committee with members who are trained in taking and writing minutes.  Having this pool of talent available and trained, can be a place to look for future secretaries, or for a secretary pro tem in the absence of the secretary.

            The procedure in approving the minutes by a committee is this:

1. The secretary writes the minutes and sends the president and the chairman of the Minutes Approval Committee copies of the minutes.  The secretary should send the committee chairman enough copies for the chairman and all the members.  Enclosed with the minutes should be a form with instructions on how to fill out the form, and then return the minutes and the correction sheet to the committee chairman

2. The instruction sheet has a place to write the page, line, and correction for the minutes.

3. After each member has carefully read the minutes and written the corrections, the member mails the form back to the committee chairman.  When all the forms are returned, then the chairman puts all the information on one form and sends the information to the secretary.

4. The secretary then makes the corrections to the minutes and puts them in the minute book.

5. At the next meeting the presiding officer asks for the report of the Minutes Approval Committee.  The committee chairman reports if the minutes are approved as read or corrected. If there are corrections, the committee chairman tells the corrections to the assembly.  Then the assembly may approve them by general consent or a majority vote.[1]


            On the next page you will find an example of a minutes approval form.  You can also find this on your disc that comes with the package under the heading “McMinutes Approval Committee Form.” Also see Appendix XI.



Minutes Approval Committee Form




1.      Carefully read the minutes and compare with the notes that you took at the meeting.

2.      If you find a mistake, write the page number of the minutes, and what line the mistake is on.

3.      Write whether something should be deleted, deleted and inserted, or added to that line. Please put where it should be deleted, inserted or added.  You may also make reference on the minutes itself.

4.      When finished return the form and minutes (if corrections made on them) to me by ___________(date.)


(Name of Committee Chairman)_______________________







































Now the problem with members approving the minutes by mail, is that only those attending the meeting can approve them.  What could be approved by mail is the Minute Approval Committee’s report.  Then even those who didn’t attend the meeting could approve the report.

I have researched this in several books.  One stated that once

the committee approved them then no further action needed to be taken.  I personally like the idea of knowing what was in the minutes and the corrections that were made.  It gives the members, especially those who were absent, information about what happened during the meeting.  It also allows those present at the meeting to make further corrections or raise questions concerning the minutes that others may have over looked.

A problem I see in organizations concerning minutes is that no one understands the importance of them.  They are dutifully taken, written down and then deep-shelved never to be thought of again. Instead they are very important to an organization because they are the record of all the actions and proceedings of the organization. At any time members can review them to find information about specific action taken.

I have recently been involved with an organization, not an HOA, where the minutes were used in a court case.  I have a much different perspective on the importance of the minutes and what should be included in the minutes.

Please give our web site “” a link.  Our McMinutes Training Manual for secretaries is on the opening page.


The Parliamentarian McConnell



Dear Beth,
     As I said in the earlier e-mail.  One book that I read said the committee approves the minutes and it is a done deal.  If you read what I sent to you in the e-mail, (if the footnote went through) some say that the minutes approval committee presents their report and the members vote on the approval of the minutes.  Here is the foot note that I sent you.  "The Standard Code of Parliamentary Procedure, 3^rd edition,/ by Alice Sturgis, page 190, it states: “If the organization has a standing committee on minutes, this committee usually corrects the minutes and reports to the organization at regular intervals. On the certification of the minutes committee that the minutes are correct, the body may approve the minutes by general consent or by majority vote.”
    I think what each organization needs to do is adopt some rules of order concerning this--whether they want the minutes approval committee to approve them, or report back their findings to the assembly and vote to approve the minutes.  In HOA's, if the minutes approval committee knows what it is doing, then I believe it would be best to have the committee review, and correct if necessary, the minutes and then approve them.  If they do this, then the minutes must be signed by the committee as "approved by committee members, their names and dates."   A year between meetings is a long time to have to wait to approve the minutes.  Minutes are not official until approved by the assembly or in this case a committee.  Once approved, they could go into the minutes book as soon as they are approved.
    So in thinking about this further, and as applied to HOA's, with yearly meetings, I am recommending having a minutes approval committee with the power to correct and approve the minutes.  However, these members should be thoroughly knowledgeable about what should go into the minutes and the form of the minutes.   These members should also be at the meeting taking their own notes to compare with what the secretary writes in the minutes.  If an organization has such a committee then they need to have procedures for the committee to follow and how to work with the secretary.  It should not be done "by the seat of the pants" like what happens in most HOA's.
    We would like to work with you on virtual web class.  Could you show us an example of one and what it entails?

The Parliamentarian

PS.  Perhaps a good starting point might be a class in minutes. wrote:

Thank you for responding. What you sent me indicates that the Board can have a standing committee to review, correct and finalize the minutes but my question is, then,


Are they presented to the group at the next annual meeting as finalized, or are they put to a vote of the membership? Or are they then a "done deal".


As soon as I understand this, I will post your info on my blog and website as the answer to my question, with full credit and links in those places to your site.


I agree wholeheartedly with you that few understand the importance. I had a colleague who was involved in an HOA trial and about 3 years worth of supposed "minutes" (kept on tapes) - including executive session minutes, (I think because they were all on the same tapes with the regular meeting minutes) had to be transcribed at great expense to the Association and the information was apparently quite damaging. I try to discourage the "he said - she said" and think your expertise is much needed. I will put a link on the resources page. I would have done it before but my web person was sick for awhile, and I have been developing a "school" of sorts.


Would you be interested in teaching a virtual web class on parliamentary procedure. My classes will be priced at about $25 per hour and I expect to reach (eventually) the more than 50% of the associations that are small and self managed in this state (as well as all the others).


Let me know about your interest. Even if you are not interested in being an instructor,  maybe I can use some of your materials as class materials and have them available for purchase from my site??

Let me know the possibilities.






I am writing concerning a youth run organization with a set of bylaws governing the organization.  The paid adult leadership for the organization wants to make major chances to the structure of the organization without any consent from the membership.  What can be done to stop this and what happens if she goes ahead with her plans pulling rank over the youth?


Some of the changes she is trying are as follows:

1. Changing the age of the membership

2. Doing away with an International Conference

3. Not allowing equal representation from all chapters at the conference


I have attached a copy of the bylaws.  I would appreciate any help you can give me, so I can advise the youth leadership.


Thank you, Lynda


Dear Lynda,
    For amended bylaws to be legal, those proposing amendments must following the amendment procedure as stated in your bylaws.  The young people need an education and hopefully you can provide it.  Let the members know that they can raise a point of order concerning this.  And if this person does say the bylaws are amended without following the correct procedures then some one needs to stand up and say "these are null and void."  A person can only get away with wrong doing if the members allow it.  When people speak up, wrong doing is defeated.

The Parliamentarian



[1] In  The Standard Code of Parliamentary Procedure, 3rd edition, by Alice Sturgis, page 190, it states:  “If the organization has a standing committee on minutes, this committee usually corrects the minutes and reports to the organization at regular intervals.  On the certification of the minutes committee that the minutes are correct, the body may approve the minutes by general consent or by majority vote.”