Dear Parliamentarian Vol. 42 August '99
Dear Parliamentarian Vol. 42 August '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.
HERE’S WHAT JERRY FAY SAYS ABOUT OUR COLUMN ON BYLAWS:
Thank you for your newsletter. It has proved to most helpful in amending our national associations Bylaws.
To whom,
There has been some question about verbiage in our national bylaws. The Article in question follows:
ARTICLE VI - EXECUTIVE VICE PRESIDENT
The day-to-day management of NIADA shall be vested in an Executive Vice President, whose employment and termination shall be the sole responsibility of the NIADA Executive Committee with the advice and consent of the NIADA Board of Directors. The NIADA Executive Vice President shall have such authority and duties as are determined by the NIADA Executive Committee with the advice and consent of the NIADA Board of Directors, or as may be delegated to that position by the NIADA Treasurer, pursuant to Article V, Section 9, hereof. The Executive Vice President shall be responsible for employment and termination of the other NIADA staff, with the exception of any staff attorney(s). In the absence of an Executive Vice President, the NIADA Executive Committee shall be responsible for employment and termination of the NIADA staff. The Executive Vice President shall furnish a fidelity bond at the expense of NIADA for such amount as the NIADA Board of Directors may determine.
The specific question has to do with the language that is in bold type. Is the phrase "with the advice and consent" boilerplate? What does it really mean?
Our Bylaws committee feels that when the Board of Directors approve the Bylaws, they, at that time, give the necessary "advice and consent".
Thank you for any help you may provide.
Jerry Fay
Dear Jerry,
In reading the language of your bylaws it is giving your Executive Committee the "sole responsibility" of hiring and firing the Executive Vice President. But then it states with the advice and consent of the Board of Directors of your association. "Advice" means that the board is to give its opinion or to give information to the Executive Committee about hiring or firing. "Consent" means to give permission or be in agreement with the selection or with the firing. That means the Board must vote to be in agreement. In other words, the way your bylaws are now worded, the final say is in the Board of Directors and not the Executive Committee.
The way it is worded now is confusing and I believe contradictory. By giving the Board of Directors the final say, the Executive Committee really doesn’t have "the sole responsibility".
The sentence would be better stated if it said that it shall be the responsibility of the Executive Committee to select a candidate for the Executive Vice President and to submit it to the Board for approval. Or if the members want the Executive Committee to have sole responsibility for hiring and firing of the Executive Vice President, then "with the advice and consent of the Board" should be deleted from the bylaws.
The Registered Parliamentarian
Dear Parliamentarian,
Our not for profit organization board recently appointed a by-laws review committee to make necessary changes and amendments to our by-laws and we are not clear about how these amendments should be presented. Our by-laws book uses the following outline:
ARTICLE IV MANAGEMENT Section 1 Section 2 etc. If we want to replace an entire section, should we write __ delete Section 1 __ and then how do we label the replacement section ? Further, if we change only one word or sentence in a section, do we need to delete the entire section and then replace it as it should be worded? We have met several times and have decided on changes, but don't know how to present our findings to the Board. We would appreciate any help you can give.
Ransom Stucky
Dear Ransom,
Did you look at our articles on Bylaws on the Web Site <http://parli.com?
I think you will find it helpful to you in looking at your bylaws. All the articles can be printed out and given to your members.
Now about your question:
In replacing an entire section, the motion would be state this way: "To strike out Section 1 and insert .....[whatever you want to replace Section 1.] If adopted it would then take the place of the original Section 1.
If you only want to strike out a few words and add new words, the motion would be stated this way: "I move to strike out ____, ______,______ in Section 1, line .... or in Section 1 between the words.....[whatever they are] and insert____________. If this is adopted then the new wording would replace the original wording. It would then be good for the secretary to put the new wording into the document.
Again read the articles on bylaws because it tells how to do this.
The Registered Parliamentarian
Dear Parliamentarian,
A recent amendment to our organization's bylaws has created a question.
The sections of the bylaws in question read as follows:
Section 2. Proposed amendments shall be sent in writing to the State Bylaws Chair on or before March 1st.
Section 3. The Bylaws Chair shall present proposed amendments to the Mid-Winter Board of Directors Meeting.
Our Mid-Winter Board of Directors Meeting is held in February. The new deadline now is "on or before March 1st." [It was previously November 30.]
If proposed amendments are sent to the State Bylaws Chair prior to our Mid-Winter Board Meeting in February, may they be presented at that meeting or must we wait for the March 1st deadline to pass and, therefore, be unable to present them until the following year's Mid-Winter Board Meeting?
Thank you for any help you can offer.
Judy Mack
State Parliamentarian
Pennsylvania Federation of Business & Professional Women's Clubs, Inc.
Dear Judy,
It looks like you need to re-think your bylaw changes and make another change concerning the date.
The way it is currently worded, it is my opinion, if something comes into the bylaws chairman before your meeting in February, it could be forwarded to you to consider.
Anything that comes in after your meeting until the March 1 deadline would then have to come up at your next Mid Winter Board meeting.
I would recommend that you change this bylaw as soon as possible. Probably the November date was better for your organization.
The Parliamentarian
Hi,
Where can I find a good, simple source on how to write bylaws for a new organization?
Thanks,
George R. Whiting, Jr
Dear George,
Did you look at our Web Site <http://parli.com where it says "Bylaws?" You will find that the second article can help you write a good set of bylaws. There is no book per say on this subject. Robert's Rules of Order Newly Revised, 1990 edition has a chapter on it but it assumes that you know what you are doing.
We can help you here. We do charge a fee.
What I suggest is that you read the article about what should go into the bylaws and then sit down and figure out how you want to structure the organization. Keep it simple with the idea that you will be making changes as the organization changes.
The Parliamentarian
Dear Parliamentarian,
I was recently elected to the Board of Trustees at my children's school, a private, nonprofit corporation organized as a Membership. I volunteer most of my time to the school in developing technology integration and planning for a Middle School, and I care a great deal about the school. Each school family has 1 Member entitled, under Michigan's Nonprofit Corporation Act (MNCA), to vote on the election of the board and on any bylaws that affect Member voting rights. Our bylaws also state that Directors can amend bylaws at any time by majority vote of the board quorum, and that Members can amend bylaws by calling a special meeting (with 25% of Membership signatures), at which the motion may be voted on if 2/3 of the Members are present and passed if 2/3 of the votes cast affirm.
Our Articles of Incorporation do not address nomination/election procedures, and our bylaws state only that elected board members (10 out of 15) will be elected for 3-year terms. The following events have occurred over the past three years:
1) In our last two elections the board offered only its slate of nominees: this year 3 nominees were presented for 3 board seats (of which I was one). Does this actually constitute an "election" since there was no choice from which to elect candidates? If not, what can be done?
More to the point, this year the board excluded 2 nominees' names from the ballot so that Members did not have the opportunity to vote for them. How can we (Members) prevent this from occurring next year? Must we go through the laborious procedure of adding a bylaw? In addition, the board is considering legitimizing the procedure by unilaterally adding a bylaw requiring all nominees to have been members of a board committee (appointed only by the board) for a year.
2) The board has also asked departing board members to delay their resignations until after the Membership election so that the board could appoint those positions, as our bylaws allow.
3) Two years ago the board amended the Membership voting requirement bylaw from a majority to 2/3 without Membership vote (or knowledge).
The MNCA (section 441) states:
"When an action, other than the election of directors, is to be taken by vote of the shareholders or members, it shall be authorized by a majority of the votes cast by the holders of shares or members entitled to vote thereon, unless a greater plurality is required by the articles of incorporation or another section of this act."
Our Articles do not authorize a greater plurality (nor does it fall under another section of the MNCA). How can we address this existing bylaw?
4) 1/3 of board positions are appointed (by the board). This has been used to allow, for example, previously elected board members to remain on the board, in one case for up to 10 years. In addition, all Officers are voting board members. Is this usual?
This is occurring while we are beginning accreditation by an agency that strongly prefers Directorships to Memberships, an argument our board has used to push for this direction of change. I can see no difference between our de facto governance and an actual Directorship, yet it has been done without Membership vote. How can we (Members) respond to and/or reverse these actions, particularly the election procedures? I'm not sure where to start.
Kris Kaul
Dear Kris,
#1. In societies like the one in which you are a member, Robert’s Rules recommends that the nominating committee only choose one candidate to run for each office. The purpose of the nominating committee is to find the best candidate for the office and one who is willing to serve if elected. Now, this does not exclude nominations from the floor. So being nominated does not constitute an election until the vote is taken. After the nominating committee gives its report, then the presiding officer should ask for nominations from the floor. If the members then want to present other nominations than what the committee has given, this is the time they can do so. Then a vote should be taken.
The nominees that were excluded from the ballot how were they nominated? If the assembly nominated them or the committee, the board had no right to exclude them from the ballot.
If the board is going to propose an amendment and the members can’t vote on this, then I would recommend following the procedures that allow the members to propose and amend bylaws. But can the board then amend that proposed bylaw and counteract it? It sounds like you need the help of a parliamentarian to help with your bylaws.
#2. Normally people stay in the office until their successors are elected or appointed unless the bylaws state differently. I would need to see your bylaws concerning this.
#3. The bylaw is null and void because it conflicts with your corporate charter and mainly because it conflicts with the state law. For them to have this greater vote they would have to amend the corporate charter. I assume that you will be elected to the board. I would point this out to them -- that it is null and void.
#4. In some cases where it is important to have people that know the operation and so that it will be continuous, there may be some justification to have some people on the board for ten years.
I think what you need to ask yourself is : if we had more rotation in office, would there be people willing to serve? Or is it a case that since people do not want to serve, the same people end up doing all the work?
What I would recommend is that you and the members become very familiar with the concepts of democracy in small organizations. Learn parliamentary procedure backwards and forwards. Try to find a parliamentarian in your area that can guide you through this.
I see that you bought our video and book combination. Read the first chapter of the book carefully, it is about democracy. Also read pages 174,175, and 203 -207. This will give you some sense about democracy in organizations that you can share with others.
The following name is the District Director for your area. I hope that she can give you a contact name in your area. Her name is Marjorie Weber, she is located in Indiana. Her phone number is 219-326-6433. I know her personally and she is very helpful.
The Parliamentarian
Dear Parliamentarian:
Thanks you very much for your reply. I have suggested to our board that we bring in someone who can speak to us about board functioning and parliamentary procedure, and hopefully they will consider it. In answer to some of your questions, I've included answers below. I appreciate your advice and I must admit I'm feeling very much like the Lorax here!
Kris
Dear Kris,
#1. In societies like the one in which you are a member, Robert’s Rules recommends that the nominating committee only choose one candidate to run for each office. The purpose of the nominating committee is to find the best candidate for the office and one who is willing to serve if elected. Now, this does not exclude nominations from the floor. So being nominated does not constitute an election until the vote is taken. After the nominating committee gives its report, then the presiding officer should ask for nominations from the floor. If the members then want to present other nominations than what the committee has given, this is the time they can do so. Then a vote should be taken. The nominees that were excluded from the ballot how were they nominated? If the assembly nominated them or the committee, the board had no right to exclude them from the ballot. If the board is going to propose an amendment and the members can’t vote on this, then I would recommend following the procedures that allow the members to propose and amend bylaws. But can the board then amend that proposed bylaw and counteract it? It sounds like you need the help of a parliamentarian to help with your bylaws.
ANSWER:
There is no nominating meeting. Generally, members aren't even informed there are open seats available. Last year, a short note went out. The President of the board was the nominating "committee". Of the 5 people who responded to the call for interest in the board, he placed only 3 on the ballot that went out to the membership. It was only by chance that the membership even learned there had been additional candidates. Needless to say, many parents were quite upset. The majority of parents, though, are simply not that aware of/involved in what goes on in the school, which is as it should be, but I think it's also what the board leadership was counting on.
Yes, although it takes a petition signed by 25% of the membership, a meeting at which 2/3 of the membership is present, and 2/3 of those voting to affirm for the membership to amend bylaws, the board is, under our bylaws, able to simply turn around the next day and overturn such acts by a simple majority of the board without a meeting. (I didn't mention in the earlier email that our voting quorum - in addition to the voting requirement - was also changed from a majority to 2/3 without membership vote.)
#4. In some cases where it is important to have people that know the operation and so that it will be continuous, there may be some justification to have some people on the board for ten years. I think what you need to ask yourself is : if we had more rotation in office, would there be people willing to serve? Or is it a case that since people do not want to serve, the same people end up doing all the work?
ANSWER:
I do realize how important it is to have continuity and to not waste people's experience and dedication by making them leave the board after only 3 years. In our case, however, the board has really been run by the same 2-3 people (President and Treasurer, both voting members) for many years.
In fact, this entire question may now be moot because they are arguing very strongly for the board to write a letter to the membership asking to become a directorship, and thereby getting rid of elections and member’s ability to amend bylaws entirely. Since they will be arguing - as they have with us - from the standpoint that only by becoming a directorship will we ensure accreditation, stability, and financial security - arguments coming from the president of our accrediting society (ISACS) who is a fervent believer that school corporations should have no members (i.e., a directorship) - there's a very good chance the membership will vote in favor out of risk-aversion.
I think it's ironic that the strongest argument the board leadership has used with the rest of the board members has been the unacceptable "right" parents seem to feel they have to be concerned in the school's business, when in fact our bylaws already make it almost impossible for members to actually effect change. Having "concerned" and vocal parents is part of being a school, and I doubt this will change whether we are a directorship or a membership. Have you dealt with other schools undergoing this type of stress? What would you suggest?
Kris Kaul
Dear Kris,
I am not surprised to find out that only two members run the entire operation. This seems to be a common problem among administrators of schools and organizations for that matter. This state of thought leads to tyranny and then to revolution when the members finally figure out what is going on.
I am a firm believer in democracy. I am a firm believer that members should have the right even in the school system to have input about educational policy and other things that affect the welfare of their children’s education. Remember in public schools the constituents elect the board members and can attend meetings and have verbal input.
Is this school owned by a person or family? Was it started by a group of people who put in money? Does it have shareholders? It sounds to me like they want to run it like a private corporation rather than a non-profit corporation.
What you are really dealing with is people who don’t understand the advantages of democracy. They only understand the advantages of autocracy. Until you can either get the members (those who are paying for the schooling of their children) to see the necessity of a democratic school, (or at least have the right to nominate and elect members to the board) or get the two people who have been running it all these years to understand democracy, you are probably fighting an up hill battle. But don’t give up!!!
I have found from my own experience that persistence, education, and winning members over to democracy one by one does win the day.
Encourage the board to have an open hearing about what it will mean for them to become a directorship. Give the members the pros and cons. Let them decide. Many may be happy not to have to think about it but you might be surprised, they may not want to do this.
In the mean time educate yourself and as many others that are eager to learn about the democratic process about how Robert’s Rules applies to this process. Those of you who do begin the journey will never regret it. You will not only have a good influence on your school, but your families, your community and ultimately the world.
I believe one of the best points made for democracy is that all the talents of the members can be used to make it a better school. By silencing the members, the board is ultimately harming themselves and the school. It is by listening to others and the willingness to at least investigate their suggestions that leads to progress and a stronger school. When the same people keep running things and no new ideas are coming forth, an organization or school withers and dies.
What you are really battling is the tendency for Americans to conform to autocracy. It is very subtle and yet very aggressive. And unfortunately many are asleep when they should be concerned.
Our purpose here at Robert McConnell Productions is not just to teach Robert’s Rules, but to teach people about how democracy works. And it begins in small groups.
I realize this isn’t answering your direct questions, but until you get the members thinking differently showing them Robert’s Rules isn’t going to change their minds.
I see your goal as to get the majority of the board thinking clearly on this subject and informing them what is the right way to do it. And keep pointing out state law and what your corporate papers say. Talk in terms of being obedient to the law. Then introduce the right procedures. You can start with the nominating and election procedures of the board.
Even in big corporations stock holders have the right to vote for those nominated for the board. And if it is by ballot vote, members can always run a write-in campaign.
The most important thing you can do for yourself and others is be informed.
The Registered Parliamentarian
Dear Parliamentarian
Could you please answer this question for me. If there is a special called meeting, and we follow Robert Rules of order can anything else be discussed in this meeting other than what the meeting was called for.
Thanks
Cheryl McCall
Dear Cheryl,
No. According to Robert’s Rules the call to the meeting should indicate what the special meeting is to be about. That is all that can be discussed and acted upon.
Robert McConnell Productions
Dear Parliamentarian
I am a member of the board of directors of a small retail cooperative. Our bylaws address two paths to joining the board of directors. One path is by board action to fill vacancies between semi-annual membership meetings. The other path is to be elected by members attending a semi-annual membership meeting. This path includes a self-nomination process entailing no less than 14 days prior notice to the board secretary.
Questions are: Is it legal to accept nominations from the floor of the membership meeting? And how do I hire a parliamentarian to provide an opinion letter?
We can help you here. Our fee is $100 per hour. We would need to see your bylaws and any state law that might affect your organization. So we would need to know what state you are in. The soonest we could get you an answer would be Tuesday of next week because we are leaving town tomorrow to attend a conference.
The Parliamentarian
PS if you need it sooner I can give you the name of another parliamentarian.
Dear Parliamentarian
We are incorporated as a cooperative in the District of Columbia. Our bylaws appear below.
Our cooperative has negative cash flow and equity. Therefor I am paying for this opinion 'out-of-pocket' and I am not rich. Can we agree on a fixed price of $25.00? I am seeking an opinion letter regarding the nomination of candidates from the floor of the membership meeting.
[Dear Readers:
I have just included the most important paragraph from his bylaws. He did send me the entire document.]
Section 10. Any member in good standing may nominate himself or herself for the Board of Directors by submitting his/her name and (if desired) a brief descriptive statement to the Secretary at least 14 days before the semi-annual meeting. The Secretary shall prominently post the names and statements of nominees in the society's principal office for 14 days.
Paul
Dear Paul,
There can be no nominations from the floor because your bylaws specifically state that it must be sent to the secretary 14 days prior to the semi-annual meeting and then the secretary must post the name for the 14 days.
Nominations from the floor are allowed only when an association’s bylaws have no qualifying statements about the nominating process. Your bylaws are very specific about this. The only thing that would change this is if there was a state law where you are incorporated that says you must have nominations from the floor.
So my advice is for you to call the Secretary of State of whatever state in which you are incorporated and see if there are any state laws that would make this bylaw provision not applicable.
Sincerely,
The Registered Parliamentarian
Dear Registered Parliamentarian,
I belong to a local auxiliary of the Fraternal Order of Eagles. We recently amended our local by-laws. After passing the changes, a member made a motion which was passed by the members present that the by-laws committee re-type the bylaws, inserting previous and current changes into the proper sections of the "Suggested By-laws" form provided by the Grand Aerie. According to the FOE Rules and Regulations, our by-laws and amendments must be approved by the Grand Aerie of the FOE before taking effect.
The by-laws committee submitted the by-laws to the Grand Aerie and they were approved on June 23, 1999, but the Grand Aerie said we had to strike out "shall" or "shall not" in the pre-printed "Suggested By-laws" form (Section 5.5). This was done and then the committee re-submitted the by-laws, which were again approved by the Grand Aerie on July 16, 1999. At our regular meeting on July 20, 1999, copies of the revised By-laws were distributed to the members present at the meeting. When I read the copy of the by-laws thus distributed I discovered: 1. The Committee had not retyped the by-laws as we had asked, but had simply filled in the blanks on the "Suggested By-laws" form and again attached our previous and current additions on a page on the back. 2. Section 8.6 was not intended to be changed, but the person who filled in the lines left out the compensation amount for the Secretary's Assistant. Apparently an oversight. 3. Sections 12.4; 12.5; 2.7; and 2.8 were omitted entirely, although they should not have been.
My questions are:
1. Do we follow the new by-laws which were approved by the Grand Aerie but are not complete as to what WE actually approved? 2. Do we need to re-submit a correct version of our amended by-laws? 3. How can we get the by-laws in the correct order with our additions under the appropriate sections on the "Suggested By-laws" form? We directed the committee to re-type them correctly, they didn't, so now are we stuck with them as they are since the Grand Aerie approved them? 4. One of the changes was to raise our dues amount. Grand Aerie Rules & Regulations state that the by-laws "shall not become effective until they have been submitted in duplicate to the Grand Secretary and approved in writing". Our local secretary says the dues may not be increased until a notice is placed in our newsletter for a few months. Shouldn't the changes take effect upon notice of approval?
Please help me--no one here knows what to do. The secretary says she will check with Grand Aerie, but I don't trust her too much--she's very busy right now with Grand Convention coming up. Thank you!!
Lucie
Dear Lucie,
1. The most current bylaws that have been approved by the Grand Aerie are the bylaws that you must follow right now.
2. Since the committee left out many things that were to be included, make the changes on the form that the Grand Aerie requires and then submit the changes for their approval.
3. I don’t believe you are stuck with anything. Have someone -- President or Secretary write a letter explaining the problem with the new submissions. The bylaw committee must understand that when the membership adopts a motion for them to do something it is their responsibility to do it! Perhaps now you need to appoint an oversight committee or have your board members act as one to review what the bylaw committee submits to the Grand Aerie this next time. Because your members voted to make certain changes in the bylaws, that has more authority than what the committee submitted for approval. So I am sure the grand Aerie will accept the changes especially if you submit a letter explaining the oversight.
4. If the Grand Aerie has approved the dues change then it is in effect now. That’s what your bylaws state. It is not in effect until published in the newsletter. However, it is probably wise to let the members know dues have increased via the newsletter.
The Registered Parliamentarian
Dear Sirs,
Our Board of Directors needs information on the verification of absentee ballots. These ballots have been mailed to all our members who are not full time residents of our resort area. Full time residents will receive their ballot at the time of election at the election place.
Should the absentee ballot be signed, can verification be made by the return address on the envelope, or is there another step of verification that we are missing?
Thank you very much for your response.
Jannie Manning
Dear Jannie,
When taking an absentee ballot it is important to include a return envelope with some way of identifying the person balloting. If you don’t do this, then how do you know who has balloted? You might want to include an envelope with the person’s name in the top left hand corner, or you might want to assign a number to each person and put that number in the top left hand corner.
Instruct each person to fold the ballot in half and enclose it in the envelope provided for him. Then when the ballots are returned, the secretary can check off who has balloted. After recording who has returned his ballot, the envelope can be opened and the ballot put in the ballot box. This will ensure that the person’s vote has been keep secret.
The Registered Parliamentarian
Dear Registered Parliamentarian:
I hope you get this today!
Is a resolution to change the by-laws treated the same way as a motion? Our by-laws require a first reading at a regular meeting, posting for 30 days and a second reading and voting at the next meeting. At what point would it be appropriate to offer an amendment to the resolution? Or is it appropriate?
Thanks for your quick response!
Chris Zook
Dear Chris,
A resolution to change bylaws is not presented the same way as a main motion.
You must follow the procedure laid out in your bylaws. In this case your by-laws require a first reading at a regular meeting, posting for 30 days and a second reading and voting at the next meeting.
You can propose an amendment to the bylaw resolution when the chairman presents it to the assembly for discussion.
On our WEB Site <http://parli.com look under our articles on bylaws. The last article is all about amending. It will help you with this matter.
The Registered Parliamentarian
Dear Registered Parliamentarian
I am an executive assistant for a non-profit independent living center in Kansas City, MO. We are holding an election for a new board of directors this week and I am trying to locate a sample of a proxy letter for someone not able to attend the election in order to vote as a member. Also, any rules or stipulations concerning how to vote by proxy. My e-mail is shelllr@aol.com. Thank you very much,
Shelley Rogers
Executive Assistant
The Whole Person, Inc.
Dear Shelley,
The first question is do your bylaws provide for a proxy? If they don’t, and if the state laws where your organization is incorporated do not state that you must do proxy votes, then you are not to have proxy votes.
I have no forms for proxies. Since you are in Kansas City may I suggest that you contact the National Association of Parliamentarians to help you with this. I believe they have a book on voting and it may have a form about proxy voting. They are located in Independence, MO and the phone number is 888-627-2929.
The Registered Parliamentarian
Dear Parliamentarian,
Our parliamentarian is appointed by the President. Our by-laws state she has two duties, (1) to give advice and counsel to the president and the chairmen of committees when requested to do so, (2) Preside over elections. The president appointed her as a voting member of the by-laws committee. It has been my understanding that parliamentarians were to remain as neutral as possible in the event they were required to rule on opposing views. Our President has advised me that she has checked with 6 registered parliamentarians and was advised that the parliamentarian should be a voting member of the nominating committee and the by-laws committee.
The parliamentarian feels she is only the parliamentarian during board meetings and should be able to serve, with a voice and a vote, on any committees.
What is your opinion?
Myrna Nelson
Dear Myrna
It is very difficult to enforce the non voting, non debating issue when a person is a member of the association and parliamentarian.
The parliamentarian is remain impartial at a general meeting where the parliamentarian is actually sitting in the front of the assembly by the president’s side.
Your bylaws state that the parliamentarian is only to give advice and counsel when it is requested by the president and committees.
Remember even though the parliamentarian may give advice it is the presiding officer that still makes all rulings. It is also important for all the members to know the rules because they have the right to point out a breach in the rules by raising a point of order and they can appeal most rulings of the presiding officer. Neither the parliamentarian or presiding officer have the last or final say. The membership always has the final and last say.
In this case, the member who is parliamentarian may therefore be a participant in the bylaw committee.
Do your bylaws state that the parliamentarian is a member of the nominating committee or has this person been appointed to be on the nominating committee?
If the member has been appointed to membership of these committees in the capacity of parliamentarian then perhaps she should remain impartial. But if she has been appointed because she is Sue Doe- member who just happens to also hold the office of parliamentarian, then she certainly has the right to participate like any other member.
Sincerely,
The Registered Parliamentarian
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