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Dear Parliamentarian Vol. 142 March 2011

Dear Parliamentarian Vol. 142  March 2011
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,


Our Treasurer submitted his Resignation at our Executive Board Meeting.  Our bylaws say any vacancies are to be filled by the Executive Board.


We need to submit a letter to the Bank requesting his name be deleted and the new Treasurer be added.  The bank said we needed to bring our minutes that states his resignation.  Well, we filled the position after the Executive Board Meeting so our minutes did not include the new Treasurer's name.  Can you please give me some sample wording  for an addendum that the Bank will accept.







Dear Carolyn,


How did you fill the vacancy?  That is normally done at a meeting and by a vote.  If you did it outside of a meeting , this action will have to be ratified at a board meeting.  This action needs to be recorded in the minutes.  This is what you need to do now.  Call a special board meeting and make the appointment or ratify it then.  Have that as your only business.  Then take those minutes of the special meeting to the bank.  Or you can ask the bank if they will accept a letter from the secretary stating the name of the new Treasurer.  But even if the bank accepts that you still have to have in the minutes of a meeting that you appointed a new Treasurer.


The Parliamentarian





My IAFF local just voted down a proposal to install DSL in each firehouse by a 15 - 10 margin.  Many members want this service installed, but were unable to make the meeting.  When can the idea of DSL be brought up again for vote, if ever.  Our union uses the Atwood's rules of order.

Thank you for your time.


Dear Jon,

Because the motion was defeated it can be brought up at the next meeting under new business.

The Parliamentarian


Hi, our yearly election vote on a "recommending body committee only" the Public Safety Committee recently came up for elections.  We had only six voting members that evening, one percent absent (unexcused), and they still held the elections.  The election for Chair person was made with two nominations.  A split vote happens 3/3.  We take a recess to figure out what to do with Robert's Rules, and the secretary of the meeting a non voting member who takes the minutes tells the chairperson that when there is a tie vote, he (the chairperson)  is not allowed to vote.  She quotes this through Robert's Rules.  So we start the meeting again and I thought that they would just revote, but the Chairperson announces "congratulations" Mr. Crowe, on being the new chairperson.  We all took that to mean that he was voting for the other nominee.  We go onto the Vice Chair and now during this part of the election he says that he can't vote.


The meeting goes on for another two hours, nobody challenges the vote. The meeting adjourns two hours later. A week later, after it is printed in the newspaper, we receive an email the next day that he is now challenging the vote and wants a redo.


It should be mentioned that earlier that evening before the vote, another issue came up on accepting reports.  This secretary said that reports are only accepted and not read even though there was no pending action, just activity as to what this person did for the month.  A motion was made to accept the report, but not to read the report until the next meeting.  Which sounds silly, since it was just an activity report (she was Vice Chair) at that meeting.


Can you please tell us your opinion.  We did what the secretary suggested, and now they want a redo?




Mrs. Reggie Miller



Dear Mrs. Miller,

Thank you for writing.  I am sorry that it has taken me a few days to return you message.

First all elections must take place when there is a quorum present.  I assume that even though one percent was missing, there was a quorum.  Usually in elections the president or chairman should be able to vote if it is a ballot vote.

The rule in Robert's Rules is that the chairman can make or break a tie vote.

The parliamentary principle is this in elections.  The members keep voting until someone has a majority vote.  If it is by ballot, and it should be, when two people are nominated, then the president or chairman gets to vote.

I would have to know more about why type of organization this is to speak to the idea of a re-election.

About the second question on Committee Reports.  They are usually read 'not accepted." If the report was put off to the next meeting, that should have been done by the motion "to postpone to the next meeting."

May I recommend that your organization get a copy of our book "Webster's New World Robert's Rules of Order Simplified and Applied."  Our DVD "How to Conduct a Meeting" would be useful too.  I would suggest that the chairman of your organization get educated on the rules of conducting meetings instead of relying on one person.

The Parliamentarian


Mr. McConnell,

Am enjoying your website a great deal. In fact, I am anxious for the next
issue of your discussion of "Bylaws for Non-Profit Organizations/Conformity
to State Codes." You left off with "name"? I'm wanting to know which basic
parliamentary procedures are required by state law.
I'd also like your rendition of:
"When the president has over stepped his role as facilitator and how to
correct it." You mention this on your home page "Every Member Should Know."
I know to look under XX and Disciplinary Action, p. 642, etc. I mean, I can
look it up in the book but would be interested if you have anything to add.
Same with rules for small boards - it's on p. 470, I believe. Got any more
to say on this?
Thanks. I'm in Seattle having trouble with an out-of-control chairman.



Dear Lucy,

Thank you for writing.  We always enjoy hearing from those who are reading our web page. I just went to that article on non profits and bylaws.  I believe the article left off with "members."  That article was written in the year 2003.  I do need to finish it.  Too many things got in the way.
If you want to revise your bylaws, you need to work with Robert's Rules of Order first.  Most people have left so many things out of the bylaws that should be in them or have things in them that should not be.  When  I work with organizations on bylaws, I always begin with the parliamentary authority, then I go to the state codes.  Our state codes align with Robert's Rules quite well.  The Washington Non Profit act does allow for e- mail notification and gives the specifics in the code. It also allows for meetings by other methods beside face to face meetings but bylaws can preclude that. I recommend that all meetings be face to face.  If your organization is having problems we certainly can help with that.

There are many ways to deal with an out of control chairman and they may not be parliamentary in nature.  To really handle this situation you need the members behind you or parliamentary ways do not work.  If the members don't understand how these rules work to protect the members then parliamentary ways seem like a contest between two strong willed people.

If you would like more specific help, please let us know.

The Parliamentarian


Subject: Dear Parliamentarian

My questions is: We just recently held our AGM and our Executive and Board Members were all voted in via acclamation. What is the proper protocol and procedure to follow when everyone is just voted in by acclamation? Can the person running the voting just declare that they are voted in via acclamation? Or does there still need to be a motion and a seconder for each position and a vote?


Thanks Jackie Brassard

Dear Jackie,

To elect by acclamation, a member must make a motion to elect the officers by acclamation.  It needs a second.  It is not debatable.  The president immediately takes a vote.  If a majority of members vote in the affirmative the motion is adopted and the president states the officers are elected by acclamation.  This is illustrated on our DVD "Nominations and Elections."

The Parliamentarian McConnell

Hi Dr. McConnell,


Bylaws 5.02b in the Governing Documents for a particular HOA specifically states that "at least 10% of the eligible voters MUST cast a ballot OR proxy in order to have a VALID election of members of the Board of Directors."


Also, common sense says that each Member can either complete, sign and submit a ballot (the Member doing the voting) OR complete, sign and submit a proxy (the proxy holder doing the voting instead of the Member) for an election, one OR the other, NOT BOTH at the same time.


Nevertheless, the Board of the HOA has instructed the Members to complete, sign and submit BOTH a ballot AND a proxy AT THE SAME TIME for the annual election of Directors, in addition to which the proxy form encourages (but doesn't require) the Member to make the President of the Association the proxy holder, the result of which is that most Members sign away their votes to the President.


My question is this. When a Member completes, signs and submits BOTH a ballot AND a proxy AT THE SAME TIME for the same transaction of business, what happens? Do the ballot and proxy cancel each other? Or does one supecede the other?


I personally think that the Board is either (1) keeping the ballot if the Board likes the selected candidates on the ballot and discarding the proxy or (2) keeping the proxy and discarding the ballot if the Board does not like the selected candidates on the ballot, using the proxy, not to vote, but to refrain from voting, thus remaining consistent with its claim that it is NOT using the proxies for voting.  


In the 2010 election, only 666 Members out of 870 Members were reported to have voted. Using the proxies to refrain from voting could account for the low number of Members being reported to have voted.




Dear Jim,

I would have to see the ballot and the proxy to comment. The Parliamentarian



Dear Parliamentarian,

The election ballot says this (I’m using HOA instead of the actual name of the Association).


HOA Official Ballot

Election of Three Directors

April 18, 2011


Please indicate your vote by placing an X in the box next to the candidates of your choice. Vote for no more than three candidates.


1. Candidate One.

2. Candidate Two.

3. Candidate Three.

4. Candidate Four.


Write In Candidate _______________

Write In Candidate _______________


Owner Signature _____________  

Member Number ______

Print Name ___________  



The Proxy Form says this.


General/Limited Proxy


The undersigned owner(s) or designated voter residing at (insert address) ______________________ in HOA appoints the Association President or _______________ as my proxy holder to attend the meeting of the members of HOA to be held on April 18, 2011, at 9:00am in the HOA. The proxy holder named above has the authority to deliver my vote and if so chosen below to act for me to the same extent that I would if personally present with power of substitution.


Mark one of the following options.


1. General Powers. (Check General Powers if you want your proxy holder to deliver the ballot for election of Directors and to vote on other issues which might come up at the meeting and for which a limited proxy is not required.)


______ I authorize and instruct my proxy to use his or her best judgment on all other matter, including but not limited to delivering my ballot for election of Directors, establishing a quorum for the Members meeting at which this proxy is presented, and for all other matters which come before the meeting and for which general power may be used.  


2. Limited Powers. (Check Limited Powers if you want to limit your proxy holder’s powers only to the purpose of delivering the ballot for election of Directors and establishing a quorum for the Members meeting at which this proxy is presented.)


______ I authorize and instruct my proxy to use this document only for the purpose of delivering my ballot for the election of directors and establishing a quorum for the Members meeting at which this proxy is presented.


Date ________

Signature(s) of Owner(s) or Designated Voter ___________________



The Written Notice of the Members meeting says this.


Notice of Annual Meeting of the Members of HOA.

Date: Monday, April 18, 2011.

Place: HOA.

Time: 9:00am.


The current election is to elect three (3) Members to the Board of Directors, two for three year terms and one for a one year term. Enclosed is all the information you need to vote. ... Please sign and write your Member number on both the ballot and proxy sheet. The proxy is to be used to establish a quorum at the annual Members meeting. In the event you do not plan to attend the Meeting in person, please complete the proxy form. ... Put the ballot sheet and proxy sheet inside the brown preaddressed return envelope. Please print your name, address and Member number on the top left corner of the brown preaddressed envelope for verification.




Dear Jim,


This is practice is not contradictory at all.  Each one stands on its own.   What the association is doing is stating that the ballot that is handed in by the proxy holder will be considered the way it is marked.  By law, they can’t throw ballots away or change the vote of those handing it in.   The proxy is giving the members the right to decide what their proxy holder can do.  Can the proxy holder vote for them on other matters?  If yes, then they will check the box for “general powers.”  If no, then they will mark “limited powers.”  This is a good HOA practice.  You might want to read about “proxies” on our web site wwwparli. com.   Go to the section under HOA.  This will explain the difference between a limited and a general proxy.


What is absolutely incorrect is to make the proxy holder the president.  Under Robert’s Rules he is not to vote except in a ballot vote or to make or break a tie.  I would challenge that part of the proxy.  The proxy should allow the members to decide to whom they want to be their proxy holder.  No officer of the HOA should be designated on the proxy for this purpose.  That gives one officer extreme power to decide any issue.  This is not right and needs to be pointed out.


The other part of this process that is incorrect is “who is serving for which term and how is that going to be decided?”  Since two directors will serve for three years and one for one year, that should be put on the ballot beside each name.  Members have a right to know who will serve for what term.


In reading the letter,  it says to me that you only sign the ballot and proxy form if you do not plan on the attending the meeting.  And that is the correct way to do that.  I would not sign it unless I knew that I would not be present to vote.


The Parliamentarian



Dear Parliamentarian,

If my organization's bylaws state that nominations take place in March and elections take place in April, can nominations be reopened at the April meeting before elections?


Dear Friend,

Yes, you can make the motion to reopen the nominations. It needs a second.  Is not debatable and takes a majority vote to adopt.  The Parliamentarian


Dear Parliamentarian,


The Board of my country club failed to follow proper procedures with regard to a reprimand.  In the first letter of reprimand the Board offered reconsideration, the process for a fair hearing.  The accused person requested in writing a hearing but the Board simply chose to revote and sent a second response in writing that the reprimand stands.  The Board has clearly violated our club’s Rules and Regulation and Bylaws.   Does this render the reprimand null and void?  Can the Board, after being caught in this procedural error, then offer a hearing?


Your quick response is greatly appreciated.


Dear Friend,

If what you say is true that the board has violated its own rules, then yes the reprimand is not valid.  You have not said what position that you hold or if you are the person being reprimanded.  If you are the party that is being reprimanded then you need to write a letter to them stating the rules, how they have been violated and ask that they follow the rules.  If you are a board member then you need to speak up.

The Parliamentarian


Our bylaws have to be approved by 2/3’s of the membership.  Do the changes need to be read out loud at the meeting if they are presented in writing before the membership meeting.  Our present bylaws say that they need to be presented at a previous meeting or submitted in writing 2 days prior to the meeting.


Thank you for your input,

Christine Zazulak

Dear Christine,

I always find it helpful to have proposed bylaw amendments printed so that members can follow along with it at the meeting.  A member or chairman of the bylaw committee needs to present it as a motion.  The member making the motion should state "I move to amend the bylaws Article ___, Section ___ by striking ... and inserting....  If this amendment comes from a committee or board then it doesn't need a second.  If it is coming from a member it needs a second.  The president then places the proposed amendment to the assembly for discussion and a vote.  It should be a counted vote and the count should be recorded in the minutes.

The Parliamentarian

[i] Roll Call, December 22, 2010

[ii] Robert’s Rules of Order Simplified and Applied, page 39

[iii] Imprimis, Volume 39, Number 11, page2