Dear Parliamentarian Vol. 143 April 2011
Dear Parliamentarian Vol. 143 April 2011
Answers to your Parliamentary Questions
drvideo@comcast.net
"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,
WE HELD A MEETING OF OUR HOA THE OTHER DAY. THERE WAS TO BE A VOTE ON AMENDING OUR BY-LAWS. WE STARTED THE BUSINESS PART OF THE MEETING WITH A QUORUM, VERIFIED BY SIGNATURES. THE GUEST SPEAKER LASTED A LITTLE BIT LONGER THAN WE EXPECTED AND BEFORE THE VOTED COULD TAKE PLACE WE HAD SEVERAL PEOPLE LEAVE CAUSING THE LOSS OF A QUORUM. THE AMENDMENT WAS READ AND THE QUESTION WAS ASKED IF WE HAD A QUORUM AND THE SIGN IN SHEET WAS COUNTED AND THERE WAS A QUORUM. BUT THERE WAS NOT ACCORDING TO A HEAD COUNT THAT WAS DONE AFTER THE VOTE. THE MEASURE PASSED BY MORE THAN 2/3'S.
IS THE MEASURE PASSED OR IS IT FAILED, BECAUSE A QUORUM WAS NOT PRESENT AT THE TIME OF THE VOTE? NO ONE QUESTIONED IT, AFTER THE TREASURER SAID THERE WAS A QUORUM. THANK YOU FOR YOUR ANSWER. PRESIDENT HOA 2011 J. E. SMITH
Dear J.E. Smith,
Since you are an HOA several things must be considered.
1. Do you allow votes by proxy and if so do proxies count in the quorum?
2. What exactly do your bylaws state the quorum is?
3. What do the state codes say about quorum?
In some states and in some bylaws with HOA's the quorum is written in such a way that quorum is determined only at the beginning of the meeting. If people leave, it doesn't matter because the quorum was at the beginning.
Under Robert's Rules this vote would be null and void because you proved there was no quorum by taking a head count after the vote. But the other three points must be considered to give the correct answer.
Next time do all your business first before you have a speaker or a program. That way you will be sure to have a quorum when you vote.
The Parliamentarian
Dear Parliamentarian,
An officer who is Chairman of the Board of Directors and President of the Home Owners Association contacted an attorney to sue an insurance company. This person did not communicate to members of the BoD nor hold an open meeting to discuss the suit nor get approval from the Board of Directors to sue.
I in this case stands for the Chairman of the Board of Directors and President of the Home Owners Association and written by him but the below is not a direct quote.
I contacted XXXX firm to have them work with us on our behalf to obtain reimbursement of the legal fees we believed were due to the Association. After no responses from CNA to two written requests from XXXX firm, I authorized XXXX firm to move forward on a lawsuit against CNA. XXXX firm is representing us on a contingency basis. If we recover nothing, we pay them nothing. They made the determination to include the award portion of the case as well as the legal fee portion.
I am sure that I informed the BOD of these actions with an e-mail but the only record I have is correspondence to Ms. XXX in response to Mr.XXX request for information in June. I changed e-mail providers in June and lost all of my e-mail at that time.
Can the President who is also Chairman of the board act on his own to initiate a law suit without Board approval?
If he cannot, what are my options as an Association member who does not like actions of this person without representation of the Association?
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Dear Ron,
Usually a president can't act on his own. Go to your bylaws to see what duties have been assigned to the president. If this action has no support from the bylaws, then I would write the board a letter asking them about the president making decisions on his own and what will the board do about it.
The Parliamentarian
Dear Parliamentarian:
Thanks for your response. The person that took the action is also
President of the Association as well as the Chairmen of the Board. The
bylaws do not address this issue.
Ron
Dear Ron,
Since I do not have a copy of your bylaws, I will give you a general parliamentary principle. Unless the bylaws give a power to a board or officer specifically then they can't do it without the approval of a great body. In this case, it would be the board of directors. If a board has not been given the power specifically, then it would be the members that would have to approve.
The Parliamentarian
Dear Parliamentarian,
Thank you for your time! I'm currently serving as the Co-President of a
PTO in an elementary school with 550 students. Our by-laws are very vague
when it comes to the topic of elections/re-elections. It does, however,
mention the idea of a Nominating Committee (duties are also very vague). For
your convenience I've attached a copy of out PTO by-laws. I am up for
re-election for a second (and final) 2 year term. My questions are:
1) What exactly are the duties of the Nominating Committee, other than to
receive the nominations and create a ballot?
2) Doesn't the Nominating Committee typically only chose one candidate
from the nominations? Other than those nominated by the floor at the time of
the election?
3) Is a Nominating Committee necessary for a re-election or only OPEN
positions?
4) Are those serving on the Nominating Committee elected or appointed?
Thank you again! I have served my Board well, and want to confirm that
things are done accordingly.
Julie
Dear Julie,
1) I do not see any other duties. However, the committee itself can nominate people.
2) Yes, it should be the best nominee for the position. The only time there would be more than one would be if your bylaws state that there should be more than one.
3) You always have a nominating committee and those that are eligible to serve a second term still have to be nominated and voted on. What if the members wanted to nominate someone else?
4) Your bylaws do not state whether they are elected or appointed. It just says "selected." I am certain that the board can choose the board member who is to be on the committee. The principal either serves or selects a representative. But it doesn't say who should choose the two parents or the teacher. Your bylaws need to be amended to state how the committee is selected. Since it doesn't say, I would state that the members decide by vote who the two parents and the teacher should be. I would recommend that the members decide this and put that in the bylaws. This would be the best committee because if the board selected the nominating committee it could end up being a committee selected for a "political purpose" instead of being impartial.
The Parliamentarian