Dear Parliamentarian Vol. 35 January '99
Dear Parliamentarian Vol. 35 January '99
Answers to your Parliamentary Questions
drvideo@comcast.net
"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.
Hello, favorite Parliamentarian!
We have run into a situation in our office with regard to operating papers not being clear enough. How unusual, right?! One of our departmental committees has several appointed slots and two elected slots. The operating papers do not specify procedure for election (RROR-NR is the parliamentary authority) so a formal "majority" vote is being used.
I do understand the general technicalities of "majority" vote & a plurality" vote, to save you time.]
1) As there are often several individuals running for this office, would not a "plurality" vote be more appropriate for this type of election? (Either way, it should be specified in the operating papers.) 2) When there are TWO individuals who can be elected, how does majority vote work? Example: If 25 people were voting, it would take 14 votes to elect one person. The second person certainly can't get 14 votes. Do they each need 7??? Maybe we should just say: the two candidates with the highest number of votes....
3) Some people are asking about using a "simple majority" (of those voting) to mean 'whoever gets the most votes,' regardless of number of ballots. Is this a legal method?
Thanks so much for your help--again. (By the way, of course I will send you the appropriate parts of my thesis relating to your site, when it is completed.)
--Kitty
Dear Kitty,
When there are two offices for a departmental committee such as yours, members of the committee get to vote for two people at the same time. Let’s say you have three people nominated for the slot. The members can vote for two people on the ballot.
For example: Member x, Member y, and Member z have each been nominated for the committee positions. Twenty five people vote. The majority is 13. So two of those candidates will have to get thirteen votes to be elected.
Member x gets 18 votes
Member y gets 20 votes
Member z gets 12 votes
So in this case Members x and y are elected to the positions. In our book, ROBERT’S RULES OF ORDER SIMPLIFIED AND APPLIED, we have an entire chapter devoted to this type of situation. It is thoroughly explained with examples, tellers ballots, and reports on pages 187 to 198. If you department bought a copy of the book it would really help them. It is my opinion you don’t need to have a plurality vote because members get to mark their ballots for two members. A problem could occur it you had perhaps five or six people running for the positions, but if you have only three or four, it should be easy to get a majority vote. You might include in your rules how you handle the voting if there is no election on the first or second ballot or there is a tie. You did not tell me if you ballot at the meeting or people come into the office to vote. How you handle the procedure of voting could make a difference if the vote is a majority or plurality. Concerning your question #3: unless your rules state a majority of the entire membership, a majority means of those voting. So if people hand in a blank ballot it does not count. Or if they vote for only one candidate then you only take the vote for that candidate. Our book really goes into all your voting questions very thoroughly. See also chapter 5, voting.
Robert McConnell Productions
Dear Parliamentarian:
How do we the members of Sea Gate Homeowners' Assoc. wishing to remove a Board of Directors for numerous reasons (illegal elections, not holding Special Meeting, not doing their fiduciary duty, ad infinitum), call for a special meeting to remove the BOD? Through the Board we wish to remove? Seems bizarre, but then if we have the 20% on petition as required in our by-laws to call a special meeting, how do we enforce that the BOD will send out the notices to 400 property owners? Does the removal group sign 10% (state statute requirement) or 20% (our by-laws) for removal if we call our own special meeting and pay for the postage ourselves rather than the association? One of our group with experience in a town in Conn. to remove Board Member said they had to call meeting on their own. NC state statutes say, " A Board member may be removed by the membership" but does not give direction. (One of the current dilemmas is question of authority of the by-laws; a bad mess started here when the current BOD passed by-law revisions in Dec. 1997 without taking them to the membership. Recently they learned those by-laws are ineffective because of a NC law passed in 1993 stating that by-laws must be passed by a majority vote of the membership and they reverted back to 1992 by-laws which both sides agree need to be revised. My group sees revision imperative especially now in the light of recent injustices practiced). Thank you again.
Louise Manke
Dear Louise,
Please answer these questions for me.
1. Do I understand correctly that you want to remove the entire board?
2. Have you looked further in state codes. Most of them tell by what vote you need to remove.
3. In your bylaws, do they say board members can be removed and how?
4. If there is no clause for removal in the bylaws, then what does it say the term of office is for each board member. I need exact wording on that. It might say "elected for three years". It might say elected for three years or until their successors are elected. Or it might say "three years and until their successors are elected." This is very important for me to know.
If you want fax me your bylaws at 765-282-2171.
Dear Louise,
I've received your bylaws. Because the term says that board members serve for three years, the only way you will be able to remove them is by a trial -- the way its being done in Washington DC. You will have to have an investigating committee, press charges, and then have a trial. The board members will be able to present their side of the story. It is very similar to the impeachment proceedings in the House of Representatives, and the trial that is now going on in the Senate. If you decide to go this route you will need to study thoroughly pages 644 to 656 in ROBERT'S RULES OF ORDER NEWLY REVISED, 1990 edition. Now if you can find a more simple procedure than what is in the book in your state statues then by all means use that. Is anyone of the board members up for election soon? It looks like three are elected every year. Can you run three people for the board and get the association members out to vote for them? Perhaps three people can find a way to start turning things around. Can you go and talk to these people? Or at one of your general meetings bring up, in a courteous manner, the mistakes and try to get them to correct their behavior?
Robert McConnell Productions
Dear Parliamentarian:
Hi! My name is Diane and I am a Planning Commissioner for the County of San Luis Obispo in California. We have 5 appointed Commissioners, each one appointed by a Supervisor from each of the 5 districts. Our terms run with the Supervisor who appointed us. Recently, our Chairperson (District 5) resigned from the Commission half-way through his term as Chair (elections are held annually in July). The Supervisor from District 5's term ends December 2000. Our Vice-Chair has adopted the role as Acting Chair. The Supervisor from District 5 has appointed a replacement to serve out the remaining 2 years of his term. I looked in the rules for our commission, apparently we do not have by-laws.
Also, I discovered our rules have not been updated since they were adopted in February 1960!!!
Rule 3 states, "The Commission at its first regular meeting held in the month of July each year shall elect from among the appointed members a Chairman and Vice-Chairman, and shall also elect a Secretary who shall not necessarily be an appointed member. In case of the absence or the inability to act of the Chairman and the Vice-Chairman, the members present at any meeting must, by an order entered in their minutes, select one of their number as Chairman pro-tem for that meeting." There is no other mention about replacing the Chair or Vice-Chair in the rules. Our rules further provide, "The rules laid down in Robert's Rules of Order for proceedings and debate in deliberative assemblies are hereby adopted for the government of the Commission in all cases not otherwise provided for in these rules."
I asked Planning Department secretary if we were going to elect a new Vice-Chair and formalize the transition of the Vice-Chair to Chair for the remaining 6 months of the term. She said no. The current Vice-Chair will act as Chair, and if unable to do so, the Commissioners will elect a Chairman pro-tem. on an as-needed basis. She gave me a copy of Section 58 of Roberts Rules of Order. (I cannot tell from the copy if its from the newly revised 1990 version.) Section 58 provides for the Vice Chair to take the Chair, and if necessary, for the "next one in order" to take it. In our situation, the next one is the Secretary, who is paid civil service staff and not a good choice to run the meeting. It seems to me the language in Section 58 provides for the election of a Chair on an as-needed basis, meeting by meeting, (possibly moment by moment) if the Vice-Chair is absent.
I have the following two questions:
(1) If our Vice-Chair resigns, would we have to elect a Chair pro-tem. at each meeting until we hold elections in July?
(2) Is there any provision in Roberts Rules of Order to elect a new Vice-Chair (or replace the vacated Chair position) before July to complete the remainder of the term, if the majority so desires?
I would really appreciate your help with my questions. I hope this is something you can do and that by asking, I am not imposing upon you in any way. I know this question is similar to one in your Dec 1998 column, so you do not need to put this question in your next one, if its repetitious. I really need a more detailed answer before our meeting on Friday, January 29, 1999, if possible?.
Also, from reading other columns, it appears that we should amend our rules to refer specifically to Roberts Rules of Order Newly Revised (or something like that) and perhaps add a new rule for how to deal with vacancies in the future. I am very impressed with your web site. Thank you.
Diane Hull
Dear Diane,
First, the page that you were given is not from the current Robert’s Rules of Order Newly Revised 1990.
In this edition of the book, (I hope your have it or will get it) look on these pages, 569, and 292.
On page 569, (about bylaws) states that the method for filling vacancies should be provided for in your bylaws. Now in your case there may be state statutes or other rules that apply to your situation. So look there first. If there are none that address this then go to Robert’s Rules.
Now on if there is nothing in your bylaws which covers the filling of the vacancy left by the Vice President, then Robert’s says this: That the body filling the vacancy is always given notice about the election to fill the vacancy. This notice should include at what meeting that the board will elect a Vice President.
You do not have to wait until July to elect a new Vice President because on page 292 Robert’s says that filling a vacancy is a "question of privilege of the assembly" and must be done immediately. However, it states if notice is required, which in this case it does, then you must give notice and then fill the vacancy.
Your secretary needs to look further in the book than on one page. This is a problem most people have that do not realize that you must look at all the pages concerning filling a vacancy then just one section of the book. If you have further questions, please write.
Robert McConnell Productions
Dear Parliamentarian:
I work in an office and have been asked to take minutes to a meeting. Help. I've never done this. Can you share some hints. I am afraid I will not be able to capture the important info because I will be hearing so much. How do you identify what to put down. I'm really nervous. A reply to my work would be appreciated. My email address at work is
Evelyn.A.Kurhajetz@us.arthurandersen.com
Dear Evelyn,
Normally the minutes include what was done and not said. But I assume this is a meeting in the business world with managers and employees. I assume no motions will be made, and voted on. Is that true?
could you give me some information about the kind of meeting, what they want to accomplish at the meeting and how it is conducted -- do they take any votes? If you will give me this information, I can help you.
Robert McConnell Productions
Dear Parliamentarian:
Hopefully this is a quick question. Is there anything that prevents a husband & wife to both hold executive positions in a society? The executive is made of 3 positions. Or is it a conflict of interest? We have a situation where a spouse may decide to apply for a vacant executive position. I appreciate your time.
Angelozzi
Dear Angelozzi,
No, there is nothing that prevents a husband and wife to both hold executive positions in a society unless the society adopts a rule that prevents it. So look in your bylaws or any rules that you have for the organization that might prevent this from happening.
Robert McConnell Productions
Dear Parliamentarian:
Could you please send me any and all information on Robert’s Rules. I would like to learn about Robert’s rules and can’t afford to buy a video or a book, Thank You ,
Leonard Gaudino 743 East 9th St. #5H, N.Y.C.,N.Y. 10009-5335 telephone#212-677-7779
Dear Leonard,
All the information we have is posted on our WEB Site <http://parli.com Look at the ntire site. The Parliamentary Internet News letters which teach you about bylaws and how to write and amend them. The procedures in bylaws committees and at a meeting to approve them. There is also an article about writing minutes and removing from office.
Under the section on Competition Teams is all kinds of basic information for learning the basics of Robert's Rules and teaching it. You can learn a lot from the scripts and teaching tools that are posted there.
The Dear Parliamentary Column has answers to the most common problems in organizations. You can get an education there.
The next thing I recommend is your public library. Many libraries have bought our videos PARLIAMENTARY PROCEDURE MADE SIMPLE THE BASICS and ALL ABOUT MOTIONS. Some have our newest video HOW TO CONDUCT A MEETING. Ask the library, if they don't have it, to get it on interlibrary loan, or to buy it. Libraries will buy things that their patrons request. Also let them know about our newest book, ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED.
You could print out the order form and give to the library, or have them call us at 1-800-532-4017 to order.
Hope this helps you. Keep looking at our WEB Site. We post the "Dear Parliamentarian" Column once a month and the News Letter once a month. We've been adding to the Competition Section regularly too.
This year we plan to add more to the page.
Let us know what you exactly need help with and we will put it on the page.
Sincerely,
Robert McConnell Productions
Dear Parliamentarian:
Just recently I stumbled across your site--and am delighted! Not only are you doing a great service to those of us who have a little bit of knowledge (thus are dangerous), but the site will also be appearing in my thesis. My work is on utilization and implementation on parliamentary procedure in community organizations. So a great big THANKS! As Robert, Sturgis, Demeter, and a dozen others all stated: common sense & etiquette is the key. And that's what you explain to us with the policies. Anyway-- One, possibly simple, question. For years I have used and advocated the use of the title Parliamentary Advisor rather than Parliamentarian, because I and appropriate others are not schooled (yet), and to me, a Parliamentarian is a real title. Is this out-of-line? I haven't noticed
you mention P.A. Thanks for your time.
--K.
Kitty Mabus
Dept. of Foreign Languages & Literatures
Faner Hall 2166, MC 4521
Southern Illinois University
Carbondale, IL 62901-4521 USA
Dear Kitty,
Thank you for your generous comments. I hope that what also comes across in our page is our great love for democracy and preserving the democratic process in organizations. We have just published a book with Macmillan Publishing, its called WEBSTER’S NEW WORLD, ROBERT’S RULES OF ORDER SIMPLIFIED AND APPLIED. It cost $8.95 and should be in your local book store. The very first chapter is about democracy and how to preserve this in organizations. Over the years that we have been working with organizations, this is what we see as the greatest danger to many community organizations. I was wondering if you are also addressing this issue in your dissertation.
Now about your question. The definition of parliamentarian is "advisor". I have never seen this term used or believe it is necessary to use. I think anyone who functions in the capacity of parliamentarian should know something about correct parliamentary procedures. Unfortunately, many don’t.
How we distinguish those who are more advanced is by such titles as "certified" or "registered" parliamentarian. The titles depend on which national parliamentary organization to which you belong. A member receives these titles after a very thorough test and continual study of Robert’s Rules or other parliamentary authorities.
Now that you have studied this so thoroughly have you thought of affiliated with one of the national organizations?
I am also curious about your position in the Foreign Language department? We have anther WEB Site www.parlez-vous.com Our daughter produces cultural videos about France and has just completed one on Russia.
Sincerely,
Robert McConnell Productions
Dear Parliamentarian::
Good morning, and what a surprise to hear back from you so soon! I had seen the new Webster's book mentioned several times on your site, and just wasn't aware it is already available. I'll check w/our bookstore this week. <goodie> I guess the underlying string in any solid parliamentary discussion will (hopefully) be a strong belief in the need for democracy. I hadn't really thought about stressing it--but you're right; I need to
address it more strongly. I wish I could remember how I was taught to use the term "parliamentary advisor," but it must have been from someone who was functioning as a
parliamentarian but not schooled (as most of us are). But if "the definition of parliamentarian is advisor," then the term P.A. makes absolutely no sense at all! I've always felt it saved me from having to advise at a higher level than I was capable of though. I do want to study officially and become affiliated, but must finish this degree first!!! I am also beginning to set up a course for our Business and Professional Women's area organizations in handling meetings and general parliamentary procedure as part of an Individualized Development Course segment. Being a member of BPW, I have functioned at the local, district, and state levels, and it certainly can get a bit complicated at times. Knowing the *procedures* can really help a member "score" during a meeting. I'm a civil service employee in our foreign languages department, and am an administrative assistant for the chair. My background includes a small study of Russian. Sarah's WEB site is really nice. I've forwarded the address to each of our French faculty and graduate assistants. They will pass it on the their students. I've taken enough of your time. Thanks so much for your help and suggestions (and your encouragement). Let me know if there's anything we can do for you -- or Sarah.
Best wishes.
--K. mabus@siu.edu
Dear Kitty,
Thank you again for your nice comments. Let’s continue on this discussion of the parliamentarian. A parliamentarian has no real authority but to advise the chair but it is always the chair that ultimately makes rulings on parliamentary questions when presiding. And if the parliamentarian is advising an organization about bylaws or other such matters, the members still have to decided whether to follow the advice or not.
Often a parliamentarian will advise the presiding officer about something and the presiding officer will do what they want anyway. So you see this office has no real power unless an organization gets confused and gives power and authority to the parliamentarian.
Robert McConnell Productions
Dear Parli:
I am the chair of the Student Union Board at California State University San Marcos. One of our members used the term "block" after the question had been called. Is there such a term in R's Rules, and if so how is it to be used?
Sincerely,
Shelli Douglass
Dear Shelli,
I’ve never heard of the term "block" used after the question has been called. Why don’t you go to the person who used this term and ask that person to explain the procedure to you. Then write me back the answer. I will see what this person is trying to achieve and the parliamentary principles behind it. If there is no parliamentary reason for it, then it would not be a valid procedure. Neither Robert’s Rules nor Demeter’s Rules has anything about this.
Now in the Dictionary of Procedural Terms it defines "Bloc" : "Originally, a combination of members of different political parties in the French Chamber of Deputies, which has now come to mean any combination of groups with differing views, but who combine to promote a common purpose."
Another term is to vote "en bloc" which means to vote on different proposals together at one time. For example, let’s say there are several motions that are items on the agenda that are non controversial, the members could vote on them "en bloc"--at the same time.
The chair could say, "All those in favor of voting for, X, Y, and Z, say "aye". Those opposed say "no". The ayes have it and X, Y and Z are adopted."
But this is not what it sounds like the member of your assembly is trying to do.
Robert McConnnell Productions
PS. When you don’t understand something like this in a meeting, rise to a parliamentary inquiry and ask what it means. For example, you can say:
"Mr. President, I rise to a parliamentary inquiry".
The chair would reply: "Please state your inquiry".
Then you could reply: "What does the member mean by "block"?
Then the chair could answer or ask the member what he means.
Dear Parliamentarian
Hello how are you doing. My name is Hugo M. I'm currently the Chairman of my association in NJ. Now here is the problem, I had just begun this last year, I have been reading the book all over (Robert's Rules or Order Newly Revised "1990") well I have found some information upon what I want but I haven't got what I wanted. I really need to know step by step what to do, and what I’m suppose to do during a meeting. I know all the basic things but still is not enough. I need to know all kinds of things that make a perfect Chairman, because my job and life depends on it. I really don't know when can I receive the information I have asked you but I know that I can get it on this web site, but then again if you can e-mail it to me at "MI6Ghost@hotmail.com" I will thank you greatly. But this is not the only kind of information that I need. I'll need more in the future and I’ll come to you when I seem to be lost, Because I know that you can help me.
Hugo
Dear Hugo:
We have just published a new book, called ROBERT’S RULES OF ORDER, SIMPLIFIED AND APPLIED. It is in the bookstores or you can buy it from us. It costs $8.95 plus $5.00 S & H. It is based upon the book you have in your library but it is put in practical and simple terminology. It is readable. It has practical things like meeting scripts for presiding officers like yourself. Chapter Two in the book has a meeting written in a script form with explanations that takes you through an entire meeting and what to say!!! This chapter is from our video, HOW TO CONDUCT A MEETING.
We also have videos to help you preside and conduct meetings. People who buy the videos are able to conduct meetings like a pro.
Now if you go to our WEB SITE <http://parli.com you will find a free report that will help you expedite business at a meeting. Basically, the order of a meeting is:
1. Call the meeting to order.
2. Opening ceremonies if any (prayer, then pledge to the flag)
3. Reading and approving the minutes.
4. Reports of officers and committees. (Treasurer’s Report) (reports of officers are given in the order they are listed in the bylaws. Same for committees)
5. Reports of special committees (if any)
6. Special orders --- nominations and elections of officers, or elections of members.
7. Unfinished business if any
8. New business
9. Program (if any)
10. Announcements
11. Adjournment
The chair does not ask for unfinished business, but announces it if there is any. Unfinished business can be found in the minutes or the agenda of the previous meeting. Under new business, members have the right to bring it forth in the form of a main motion.
To make a main motion, a member must rise, get recognition from the chair, by stating "Mr. President" or "Madam President". The chair assigns the member the floor by stating his name or nodding at him. The member then has the right to propose a motion. He then sits down. Another member seconds the motion, and the chair places it before the assembly by restating it and asking for discussion. After discussion and any proposed secondary amendments, the chair then takes the vote. After the vote is taken, he announces the vote and what happens the motion.
Hope this information helps you.
Robert McConnell Productions
Dear Parliamentarian:
Your help is very much needed, but I got something that I already know. I need information about the Duties of a Chairman, what do they have to during, how to take control of a meeting. if there's a book about how to be an outstanding chairman, I really need to find this information. all the information can be furnish at this e-mail address. Please tell me all I need to know how to be an outstanding, chair. Thank you So much
Hugo
Dear Hugo,
You have not told me how big of a committee you are chairing. If it is under 12 members the rules are different than if it is over 12 members.
If your committee is OVER 12 members, then you must conduct it like an assembly. The chair follows the same rules as a presiding officer. He stands at the front, he tries to remain impartial, and all members must rise and address the chair to propose a motion or to speak to a question.
If it the committee is under 12 then the rules are very different:
The chairman is the most important person in the meeting. He speaks, he proposes and he votes. Members do not have to rise to speak or to make proposals.
Being an effective committee chairman is difficult because people want to get off the topic and waste time. So here are some good tips that I’ve found in conducting committee meetings.
1. When calling the committee together, tell them before hand what you want to accomplish at this particular meeting. And stick to that topic.
2. Have an agenda and follow it!
3. Don’t let one person monopolize the meeting or let members get off the subject.
For example, if member Y is monopolizing, say, "Member Y, thank you for all your insights. But now let’s hear from the rest of the members of the committee. Member X what do you think? " Then ask all the other members what they think. If Member Y keeps interrupting, firmly state that Member Y can speak after everyone else has spoken the first time.
If the members get off the subject, say, "We are really not considering that issue now, can we get back to .........
4. Start all meetings on time and give a predicted end time. Members will realize you mean business and respect that by being punctual and keeping the discussion on track.
5. Be impartial and allow all to participate. But you still can give your views.
6. If you can’t come to an agreement, take a vote and abide by the majority decision!
Again our book ROBERT’S RULES OF ORDER SIMPLIFIED AND APPLIED, has a chapter on meetings which include "committee meetings", "meeting management" and "meeting strategies."
If you would give specific problems that you are having in the committee meeting, then I can help you better.
Robert McConnell Productions
Dear Parliamentarian:
I am looking for any information on budgets, how to make changes to an approved budget and guidelines for preparing and carrying out the budget. I am the secretary of a band boosters organization and the budget always causes a lot of discussion at our meetings. Do you know of any references I can refer to?
Thank You,
Karen
Dear Karen,
In our book ROBERT’S RULES OF ORDER, SIMPLIFIED AND APPLIED, we have a section about budgets. The book costs $8.95 plus $5.00 S & H (Total $13.95).
Basically a budget is a proposal to spend money or a way to allocate the funds for expenditure for an organization. Usually the Treasurer, or perhaps finance committee, composes the budget and then submits it to the membership for approval.
At this time members can propose amendments to the budget. Let’s say there is a budget for $100.00 for supplies. A member thinks that is too high and moves to "strike out $100.00 and insert $50.00." This is a primary amendment. The members discuss it and vote on the proposed amendment. If the proposed amendment is adopted, then $50.00 replaces $100.00 in the budget. After a budget has been adopted it still can be changed. It is really a guideline. It’s not set in stone. Things change over the course of a year and unexpected things come up. It is important that the organization stay flexible.
You can order the book from our WEB PAGE, <http://parli.com or you can call us at 1-800-532-4017. The book has a lot of information for secretaries in writing minutes, presidents in presiding, conducting meetings, and other information that helps organizations with meetings and other organizational problems.
Robert McConnell Productions
Dear Parliamentarian:
I have just purchased your new book on ROBERT'S RULES OF ORDER. I have one question not answered in your book. IF there is a committee that has a chairman elected and under the by-laws of the committee he appoints a executive director. My question is what is the term of office for Executive Director. Is it for the same term as the chairman or is he there until removed? We have a debate on that issue and I wanted a pro's point of view. By the way, we operate under your rules of order so your answer is law to us. Thank you for your help..
Scott Olson
Dear Scott,
Do your bylaws state anything about the executive director? It really should include the term for this director in the bylaws. If your bylaws don't cover this, let me know and I will do some further research on this question for you.
Robert McConnell Productions
Dear Sir:
The by-laws only state that the position is appointed by the State Chairman. There is no term of office listed. We are looking to fix the by-laws next week and we could do a fix on this part. The problem we are having is that the current executive director thinks she stays until she quits or is fired for cause. I believe that if the term is not set then her term should be over with the old Chairman. Thank you for your help..
Scott Olson
Dear Scott,
You have an unusual way of appointing an executive director. Usually this person serves at the "pleasure of the board". You have not told me what kind of an organization this is. It is common parliamentary practice that the person who appoints is the person that dismisses. Since it is the State Committee Chairman that appoints, when the term of this person is over, in essence the term of the Executive Director is over. The new State Chairman has the right to appoint the Executive Director because the executive Director serves at the pleasure of the State Chairman. Each new State Chairman should have the right to select an Executive Director that will work will well with him. Contrary to the Executive Director’s belief, she has not been appointed for life, or until she quits or is fired with cause. Most state statutes now have a provision that says people can be removed "with or without cause".
Since there is confusion about this, in amending your bylaws, I would recommend that you address the term issue. You could address this issue by stating that it coincides with the term of the State Chairman. I would also suggest that you include a provision for removal from office "with or without cause" in case there comes a time that the State Chairman needs to remove a person from this position during a term. The duties of this office should also be included in the bylaws.
It might be helpful for you to work with a parliamentarian in your area if you are revising bylaws. If you let me know where you live I can give you names of registered or certified parliamentarians in your area.
Robert McConnell Productions
Dear Parliamentarian,
I am a member of my church's Parish Council (i.e., board of directors). Our church has its own bylaws, but is also subject to the bylaws of the Archdiocese. There are several places where the local bylaws conflict with the Archdiocesan bylaws. Could you give me some tips on how to resolve such conflicts (until our bylaws are amended to conform)?
One specific conflict or ambiguity has to do with the quorum for meetings of the Parish Council. Our Council is composed of 12 members. The Archdiocesan bylaws specify that a majority of members constitutes a quorum; our local bylaws specify that seven members constitute a quorum. Ordinarily there is no conflict here, but due to some resignations of late and a lack of people willing to run for the open Council positions, our 1999 board will start with 8 or 9 members. So, which quorum rule should we follow: the local rule that requires seven, or the Archdiocesan rule that would require five in this case. Obviously the smaller number would make it easier for us to hold meetings. What do you think?
Many thanks,
Andrew
Dear Andrew,
If the Archdiocese bylaws specifically say that the local Parish’s quorum is to be a majority of the members, then your Parish must obey it. But if it doesn’t specifically say the local Parish then you follow your bylaws.
Look at our WEB Site <http://parli.com Parliamentary Internet News Letter #1. It tells about the ranking of governing documents which has power over the others.
When you have vacancies like this, and you can’t meet your quorum requirement, you must do the best that you can. The remainder of the board can fill vacancies if even you can’t meet your quorum requirement. (However, I would hope that you could get as many board members to the meeting as possible.)
What I suggest is that you fill the vacancies immediately and if you have not met your quorum requirement, then adjourn the meeting and call another meeting with the newly appointed members and then conduct business.
Since I don’t have the Archdiocese bylaws, I can’t tell you what quorum requirement you must follow. I think that after you read the Parliamentary Internet News Letter you will know what to do.
Robert McConnell Productions
Dear Parliamentarian:
In votes by school boards to elect officers, what is required to constitute a legal vote? What is considered a majority?
Dale and Sarah
Dear Dale and Sandra,
You will have to contact your Superintendent of Schools to find out what rules the board is governed by. These rules or perhaps bylaws should state what the quorum of the board is and what constitutes the majority vote.
The majority vote could be just of those voting or of the entire board. The first example means just that of those voting. If you have a five member board and only three vote. Then the majority would be two in the affirmative.
If however, the requirement is of the entire board, then at all times three must be voting in the affirmative. So if only three vote, then they all must agree to have a motion adopted. If only two vote in the affirmative and one in the negative, then the motion fails.
Hope this helps.
Robert McConnell Productions
Dear Parliamentarian:
I am an a twenty year employee for a community mental health center in an administrative position. As a part of my responsibilities, I have attended Board of Directors' meetings to provide administrative information. Recently, under "reorganization" I no longer attend board meetings. The meetings were dinner meetings. My observations of the agenda and the pace of the meetings seemed to be directed by the executive director of my agency.
In July, I applied for the position of Director of Clinical Outpatient Services(assistant director). The interview was to be conducted by the executive director and the clinical psychologist. The executive director initially interviewed me and told me my interview would be finished by the clinical psychologist at a later date. My interview was never completed when I was told another candidate was hired. When I formally disagreed, I was told that the decision was within the parameters of the board of directors by-laws. Specifically, the section provided me, under article vi, professional staff , section c reads: "the executive director shall be appointed by the board of directors: the senior management level staff shall be appointed by the executive director with the approval of the executive/personnel committee and concurrence by the board of directors"
I later discovered that the motion to hire the candidate was made at a "special" finance committee informational meeting. There was not a quorum at this meeting. There are 15 members on the board. At this meeting there were 4 board members. For this particular committee meeting, 1 finance committee member was present. The president of the board was present. I was informed that a telephone vote was taken the next day under article iv, section f: "if a quorum is not present at any meeting, the presiding officer may also poll absent members by telephone in order to obtain sufficient votes to conduct business."
In the same article, under section g: "all questions of parliamentary procedure shall be resolved according to Roberts' Rules of Order." To the point, I am very confused. I do not know how to interpret the by-laws according to Robert’s' rule. When I have asked clarification, the response has been that actions have been in compliance with the
by-laws. It seems that the action taken was not in compliance with Robert’s Rules regarding quorums and conducting business. In addition, I was told by the president of the board/executive committee member, that she was informed and aware that my interview was not completed when she made the motion to hire. I am requesting any kind of help to try to understand this situation. If you need additional information such as copies of minutes of meetings, to assist you in your research, I will fax them to you. The next board meeting is 1/21/99. I am hoping to have some information so I can be better prepared to ask specific questions. It seems that most of the board members have little knowledge of the by-laws and Robert’s' Rules of Order. Thank you.
Joe Zielinsky
Dear Joe,
If you look at our WEB Site <http://parli.com, Parliamentary Internet Newsletter, it explains how the governing documents work together. It is the very first issue of the newsletter.
Basically, bylaws supersede Robert’s Rules of Order when they give the organization a different set of rules than the parliamentary authority. In this case the bylaws state something different about quorum requirements than Robert’s does. Robert does not allow for telephone polling to replace members present at a meeting.
Even though the decision may not have been democratic or fair, it did comply with the bylaws. Unless you want to hire an attorney and look for other ways they may have done something wrong, like not fulfill state statutes concerning hiring, there is really nothing you can do about it procedurally.
If you decide to stay and make some good changes, I suggest you try to change the bylaws so that in the future they have to be present and at the meeting when making hiring decisions or other decisions.
Robert McConnell Productions
Dear Sir,
Thank you for your response. I hope you can help me. I am on the board of directors of a l300 member dog club. The board, because of our geographical locations, operates by mailings. We vote by mail and correspond mail. Everything is sent to the secretary including the vote of the President. The secretary compiles the voting information. I believe the votes should be sent to the president and the president then send in the results to the secretary. The problem is the secretary receives everything from the members of the board and President, and then comes back to the board before any board member has a chance to see how the other board members voted or responded. She uses this information to try to persuade other board members to vote her way. What is appropriate?
Our bylaws state: The President shall preside at all meetings of the Club and of the Board of Directors and shall have the duties and powers normally appurtenant to the Office of the President in addition to those particularly specified in these bylaws. The President shall have the power, subject to the approval of the Board of Directors to appoint individuals from among members and non-members as may be necessary to represent the club. The President may vote on proposed amendments to the Constitution and Bylaws. Recently, the president appointed a person that has not been a member of the club for awhile to our rescue committee pending board approval. The secretary went up in arms and immediately contacted the other board members that this was in violation of a standing rule that states ' members must have served two years as a member in good standing before they can hold a position of responsibility or authority. The appointment to the rescue committee is not one of responsibility or authority. It is however, a volunteer position that requires dedication to saving and rescuing dogs. This volunteer had her application endorsed by two long standing members in the club of which one was a past president. The President stated that the standing rule applied to members running for office of the club. Help me please.
Carole
Dear Carole,
Before I answer the question I need to know if the secretary is a member of the board? And what exactly to the bylaws state her duties are. Thank you,
Robert McConnell Productions
Dear Sir,
Yes, the Secretary is a member of the board and fills both the Recording and the Corresponding Secretary positions as Secretary. (Our bylaws calls for both positions, however, the previous President sent notice to the membership that the position was one Secretary combining the two along with the ballots to the membership). The Recording Secretary shall keep a record of all meetings of the club and of the Board of Directors and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club. He shall furnish copies of the Minutes of all meetings to any Officer or Board member who requires them to perform his duty to the Club. He shall have a copy of Robert's Rules of Order at all meetings and shall maintain a complete file of all Minutes. He shall notify members of meetings, keep a roll of the members of the Club with their addresses, notify Officers and Directors of their election to office and carry out such other duties as are prescribed in these bylaws. The Corresponding Secretary shall have charge of the Club correspondence; shall be in charge of advertising; shall notify new members of their election and shall furnish them with a copy of the Constitution and Bylaws; shall furnish each member with a Roster of members 60 days after the date that membership dues have lapsed. The Corresponding Secretary shall be further charged to maintain a file of personal property of the Club for a period not to exceed one year. In the event of a questionable document the Board must be consulted. The Corresponding Secretary shall carry out any other such duties as prescribed in these Bylaws.
Thank you,
Carole
Dear Carole,
This is a people problem rather than a parliamentary problem. If you can’t meet more often, then may I suggest that your organization start your own on line chat room and correspond with members via e-mail. This would mean that everyone would get the information at the same time and she would not be able to do what she is doing.
The other thing that I would recommend is that the secretary not be a voting member of the board but just an office that records the minutes and does the other secretarial duties that are given to her via the bylaws. The nature of the office of secretary is of receiving the mail, being in charge of the ballots, and the duties that your organization has assigned to that office. The mistake is making the secretary a voting member of the board. This office should really be of an administrative nature. I suggest that when the board members meet that someone raise the issue of the secretary using this office to unduly influence others. Show them how this is really not democratic. The democratic way is for everyone to be in the room at the same time, to hear all the discussion and reasoning on an issue to make a good decision. It is not one person politicking behind the scenes to bring about a decision.
Hope this helps.
Robert McConnell Productions
Dear Sir
Thank you a million times over. I have informed the President of your post. There is presently a committee revising our bylaws. Our club is based in Calif - we have an attorney from Calif on the committee - what was a 12 page booklet has turned into a manuscript - the revision is ongoing at the present time. I have a confession - when I sent my name and address I thought I was requesting Parliamentary Procedure Made Simple. Is this available other than video. I am interested in newsletters, etc. Thank you again,
Carole from Cadillac, Michigan
P.S. Tons of snow here but the sun is shining and otherwise a beautiful, cold day.
Dear Carole,
We too have tons of snow and it is a beautiful cold day.
Do you have our new book ROBERT’S RULES OF ORDER , SIMPLIFIED AND APPLIED? It is based on all our videos and WEB Site. So if you want a written form of our video Parliamentary Procedure Made Simple, The Basics, All About Motions and How to Conduct a Meeting, you will find it all in our book. It cost $8.95 plus $5.00 S & H from our company or you can call the bookstore in your town to order it from them if they don’t have it. It is written by our company but published by Macmillan Publishing. (Webster’s New World).
We will be posting another parliamentary internet news letter either (January 4th or 5th). I’m putting the finishing touches on it today. So look on the WEB Site <http://parli.com Parliamentary Internet News letter. You also might tell your president about the news letters because it has a lot of information about bylaws and what should be included in the bylaws. If you do decided to communicate through e-mail and an on line chat room that really should be provided for in the bylaws.
Robert McConnell Productions
Dear Parliamentarian:
Thank you ever so much. I was just thinking about you - must be mental telepathy - the board is having it's first teleconference and I am very nervous about it. I am trying to put all my eggs in one basket. Please help me with something. Our bylaws state the President can appoint from among members and non members. The bylaws also state, under
membership, that members shall enjoy all privileges of the club. I am so confused regarding amendements, standing rules and rules of order. The reason being the previous president made a motion and it was approved by the board "to approve the requirement of a two year membership in good standing before anyone can be appointed to serve the Club in a capacity carrying authority or responsibly". (96:09). The two year requirement is presently applied and noted for Regional Directors and anyone wanting to run for office in our bylaws. The above resolution was never sent to the membership - I don't understand if this is an amendment, standing rule. The other board members are referring to it as a standing rule. At any rate, the resolution was never presented to nor voted on by the membership. Our bylaws must be approved by the American Kennel Club before we can submit to the membership. Am I correct in thinking that this change in the bylaws should have been first approved by the American Kennel Club and then sent to the membership
for a vote and incorporation into our bylaws as an amendment? I shall forward two posts to you from the chairman of the bylaws revision committee and her committee member.
Thank you, Carole
Dear Carole,
The rule that the board adopted is not a standing rule but a bylaw change. Therefore it is null and void until it goes through the procedures that are established in your bylaws for such changes.
First, a standing rule is an administrative rule not something that has to do with parliamentary procedure. Eligibility to serve in offices or "positions of authority " is a bylaw because those positions of authority are listed in the bylaws or should be listed in the bylaws. Eligibility to serve or the eligibility requirements for membership are always included in the bylaws!!!
As one of your members said in the discussion about this "standing rule" that she thinks " RDs, rescue volunteers, committee chairs, chairs for hunt tests, field trials, supported entries, National Specialties are some of the cases that would require a two year membership before appointment. In all these cases, these people are working with the club under club direction, they need to know the way the ACC works. In some cases they are also with the public that possibly doesn't know about the ACC or the breed. They need
to have experience with the ACC before they can represent us to the public."
This is discussion is definitely related to bylaws and not standing rules. If your organization is confused about what is a standing rule they should again be consulting with a parliamentarian.
Rules of Order relate to parliamentary procedure that is different that what is in the adopted parliamentary authority. I will definitely write a News letter about this.
The Parliamentarian
Dear Parliamentarian:
IAW with our conversation this date, Re: appointing members to fill vacancies on the Board by custom and tradition, the following is submitted per your request.
BOARD OF DIRECTORS
The property and business of the corporation shall be managed and controlled by its Board Of Directors, twelve in number. The Board of Directors shall be composed of the current officers holding the positions of President, Vice-President, Secretary, Treasurer, Librarian and Editor, plus the immediate past holders of these offices. However, should one of the immediate past holders of these offices be re-elected to the same or a different position, or if a vacancy on the Board for any other reason should occur, thereby causing the number of directors to fall below the authorized number of twelve, then, in that event, the vacancy on the Board of Directors shall be filled by a majority of the Directors then in office.
The Directors shall hold office until the next annual election and until their successors are elected and qualified. Your assistance is/will be greatly appreciated. /s/ Bo Price
Bowman
Dear Bowman,
Per our telephone conversation about the custom of the president appointing the board vacancies for fourteen plus years versus your bylaw provision., This is what George Demeter in his Manual of Parliamentary Law and procedure says: page 243: "The force of custom. Custom has the force of law in voting procedure as in other areas, until it is odered stopped by action of the body. To be adopted, motion to discontinue an established custom requires a 2/3 vote without notice or a majority vote with notice. Following is an example:
"The bylaws of an organization read, ‘Notice of meetings shall be mailed by the secretary to all members,’ but instead of mailing such notices, the secretary has for years been placing the notice in the members’ pigeonholes at the clubhouse. At a certain contested election, member C is elected president over the opposition’s candidate, and the opposition contends that ‘The election of C as president is void because tonight’s meeting notices were not mailed to the members as required by the bylaws.’ However, the election of C is valid, because the bylaw has been continuously ignored for years and may not be suddenly and unexpectedly invoked to invalidate an election and thus disfranchise members at this election.
"Note: Custom has the status of a standing rule, and a standing rule may be discontinued by a 2/3 vote without previous notice, or by a majority vote with notice."
Demeter’s use of the words standing rule, mean "rule of order" in Robert’s Rules.
So unless the members vote to change the custom you can go ahead and appoint the members to fill the vacancies.
Robert McConnell Productions
:
Wednesday, 1/6/99
Dear Parliamentarian
Your reply this date is greatly appreciated! I want to make absolutely certain that I communicated the process that has been used by this Society for at least the past 14 years.
Effective 1 January 1999, this Board took office, having been elected during the general membership meeting in October 1998, and installed in the general membership meeting November 1998. Two of the six 1998 Officers were re-elected to the same positions for
another term in 1999. Two of the officers were defeated and two chose not to stand for election after sensing the attitude of the members in attendance. Following the election - the 1999 Board, upon assuming office on 1 January 1999, consisted of the Four Officers elected at the October election, and the two officers that were re-elected to their same office. PLUS the four Officers that transferred from 1998 Officer status to 1999 Director status, for a total of ten members, of a mandated 12 member Board of Directors. Thus we now have two vacancies. This society has had nine (9) Presidents since 1984, the year that I joined this society. I polled six (6) of the previous presidents, including myself -( I moved from Vice President to President in mid-term 1994 after the President resigned. I was re-elected to President in 1995) . Of the six previous Presidents polled, five (5) agree with the following statement "when I was President - I told the Board who I wanted to fill the vacancies, and they were appointed." By the way - this statement is not my composition - it originated with one of the other previous Presidents. In other words - the President said to the Board - " I want Tom, Dick and Harry on the Board ", and the Board then formally appointed Tom, Dick and Harry to the Board. No one can recall ever encountering opposition to the recommendations/desires/wishes of the President . I maintain this has set a custom /tradition of the Board appointing those individuals that the President wanted on the Board. The sixth previous President polled stated " I was drafted to be Presidentthat year - and can't remember how the vacancies were filled - I just went along with what the rest wanted. I never got around to reading the By-laws." Of the nine previous Presidents, minus the one that can't remember for a total of eight - five of the eight state that the Board appointed those individuals they wanted on the Board. This represents 62.5% of the previous Presidents with that opinion, and of those polled, that can remember, represents unanimous opinion . I didn't poll the other three as two of them are on the 1999 Board and have already demonstrated hostility toward the newly elected Officers. The four 1998 Officers who have moved to Director status have made it known that they are not inclined to appoint the members that I shall be asking them to appoint. Counting the four that are now Directors plus the two that we unwittingly held over for a total of six of the previous Officers (if one or two of them can't be persuaded to vote as the general membership wants) I am in for a miserable year as President and will be unable to conduct any type of progressive business. When I made my "campaign speech" before the general membership, the night of the election, realizing the hostility that the Board Members had toward those of us who had consented and had the audacity to challenge their positions, I made the following statement, not once but twice -- " if you vote for me - you are telling this Board and the 1999 Board that you also want Tom and Dick to fill the vacancies on the Board. - if that is not your intent - don't vote for me"!! I received 69% of the vote. A thought , inasmuch as the Board is subordinate to the General Membership - I maintain that any act contrary to the expressed desire of the General membership is an act of insubordination. I did not poll the other President as he has not been active in the Society for years. To say that the 1998 Board irritated the General Membership is an understatement, and proves the necessity of term limits. It also proves the membership must be more aware of the goings on of the Board. I thought it my duty to more fully explain the situation - for your evaluation. The procedure you recommended on the phone would work, i.e.. announce that the By-laws had been for 14 years habitually violated , custom has been established and I was appointing Tom and Dick to the Board, -- then let them go through all the challenges. They can not raise a 2/3 vote to overturn my action. As a last resort - I will use it. But, I think this act on my part would cause irreparable friction between the General Membership and a small fraction of the members and we would never have a friendly, peaceful, cooperative society again. I would like to have this procedure as a hip pocket move, if you think it still valid. I would much rather reason with these individuals - but any small error on my part will allow them to slip in a couple of names from this tiny segment, which would fracture this society. The ragedy of this situation is that until several months ago - this was the greatest bunch of copera