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Dear Parliamentarian Vol. 65 July 2001

Dear Parliamentarian Vol. 65  July 2001
Answers to your Parliamentary Questions

"Dear Parlimentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.

Dear Parliamentarian:

We just had a board meeting with the newly elected members. Two people who ran, but were not elected came to the meeting. It appears that they mean to be at all our PTO meetings. I checked our constitution. There is no mention of who can be at board meetings. I was under the impression from others at our organization that board meetings were open to all. Since our constitution has no ruling and we don't have standing rules, do these people have any voting rights or allowed to add comments and make decisions? We started to develop standing rules last year, but it was for minor things, like cknowledgment of deaths and such. Is this something we need to make more specific?

Thanks, Kathy

Dear Kathy,

Even though your bylaws do not address this issue, Robert's Rules does. Board meetings are held in executive session, board members only, unless the bylaws say that they are open to the members.

These members do not have the right to attend the meetings. If you do allow them to attend they can't make motions, can't enter into the discussion and can't vote. These rights come with the office. Since they were not elected, they have no rights on the board at all or to attend the meetings.

Even though the board meets in executive session it does not keep what it votes on "secret" from the member. The board should give a report to the members at the membership meeting. Members always have the right to rescind the action of the board unless a certain duty is given to the board in the bylaws.

May I suggest that you get a copy of our book Webster's New World, Robert's Rules of Order Simplified and Applied, second edition, which will be released in September. Our current book is helpful, but the second edition has information about bylaws and standing rules. You can also find some of this information on the WEb Site <> under the "Internet Newsletter". Look under last year or the first of this year.

Our current book however will give you the answers that you need about the board meeting in executive session, meaning board members only.

The Parliamentarian


Dear Parliamentarian:

Thank You for the information. Unreadiness is used when a person has a motion on the floor and someone has a negative response to it. Or this is what they say. Is this correct?


No. There is no such term in parliamentary procedure. If a person wants to speak against the motion, he should say: "I speak against the motion......"

The Parliamentarian


Dear Parliamentarian:

I need to know the procedure for allowing guests to attend meetings. Is this only allowed after a vote is taken preferably with the guest outsode the meeeting room? Also, where can we obtain information relating to president over Stepping his role as facilitator and how to correct it.

Bob Vannix

Dear Bob,

If you could give me more specifics about both instances, I could give you a more exact answer.

The Parliamentarian


Dear Parliamentarian: We have an issue where the chairman. He invites his guests who are not company employees, rather a company contractor into the board meetings.

The other members have not challenged this although they would prefer to have some of the discussions with out his presence.

I am of the understanding that there should be a vote by commitee members before he guests are allowed in the meeting. If so what are teh rules?


BOb Vannix


Dear Bob,

I still need more information. Is this a meeting within a business or coporation? Is the chairman the CEO or owner of the business? What is the purpose of the committee or board? Is this a board meeting of a corporation?

Please tell me more. This might have a different out response if it is a business.

The Parliamentarian


Dear Parliamentarian:

This is a Audio Video Production Company that is operated, funded, and owned by a church conference for Radio and Television Ministries. The members are Department Heads from the various Radio and Television Ministries. The Chairmen of the board is the Treasurer representing Center Services which monitors and funds the Services that are shared among ministries such as Accounting, Payroll, Human Resources, and Information Systems. The committee has meetings monthly to discuss Information Systems issues for the company.

Thx, Bob Vannix

Dear Bob,

Thank you, this helps. Often non members are invited into meetings to give necessary information to help members make informed decisions about issues.

However, once they present that information they are usually asked to leave.

What I would recommend doing is asking the chairman, outside of a meeting, why these contractors are coming to meetings. Then suggest that they be asked to leave after the business that concerns them. If you want to have them leave while discussing any business concerning them, then make a motion to go into executive session. It needs a second, is debated and is adopted by a majority vote. If it is adopted, the meeting goes into closed session and the visitors are asked to leave.

However, I would try to speak to the chairman first and point out that having the contractors present is inhibiting open and honest discussion. By having them present may prevent good decisions or honest discussion because those present may think it would harm the business relationship.

Hope this helps.

The Parliamentarian


Dear Parliamentarian:

I know nothing about Parliamentary Procedure and would like to learn, since I am in a Toastmasters club. I have the impression that Robert's Rules of Order would be very confusing. Where would I start? Do you know of a course I could take on-line?

Dear Ladyro,

We too are Toastmasters. What I recommend is that you start by reading the articles on our WEb Site or better yet, purchase our book WEBSTER'S NEW WORLD ROBERT'S RULES OF ORDER SIMPLIFIED AND APPLIED. It costs just $8.95 and is available at your local bookstore. It is based upon our videos and you will find it easy to read and understand. Or go to your public library and see if they have any of our videos. The vidoes "How to Conduct a Meeting" and "Parliametary Procedure Made Simple" are designed for beginners.

The Parliamentarian


Dear Paliamentarian:

If there are 18 board members present and the vote is: 7 yes, 2 no and 9 absentions. Does the motion carry? Thank you Linda Zweig

Dear Liz,

It depends how your bylaws are a written concerning a vote. If the bylaws state that a majority vote adopts then the motion carries because the abstentions don't count. If the bylaws say by a majority of the board then the motion is lost, because a majority of the board is 10.

The Parliamentarian


Dear Parliamentarian:

I take minutes for the Planning Commission at the City of Millersville, TN.Our new year began on July 1 and our city's Planning Commission had every member replaced. There are no members on the new board that were present at the last Planning Commission meeting.

My question is this, can this new board approve the minutes from the previous meeting even if none of the members were present?

Thank you for taking the time to respond.

Karen Smith

Dear Karen,

No they can't approve them. What I suggest is that you send the minutes to the previous commission members and ask them for corrections. Or that someone of authority choose several members of the previous commission who were at the last meeting of that commission and make them a "minutes approval committee." These corrections should be sent to the previous secretary to write in the corrections. The committee should then submit a report stating that the minutes have been approved as corrected or read. This is considered a valid way of doing things. Then the presiding officer of the current commission can announce this at a meeting and that would be recorded in the minutes of the meeting it was announced.

The Parliamentarian


Dear Parliamentarian:

Please let me know about executive meetings. We plan to have such a meeting with a member who is delinquent in assessments by a few months. Must we take minutes of the meeting? Will the minutes be a public records for members of community to see?

The owner requested this meeting with the board verbally through the president. I think the owner should have wrote letter to the board stating his reasons for the request of meeting. The president informed me the owner wants the board to forgive the part of the past due assessments because of various reasons he has. Example, not receiving notice of payment, damage that was done to his fence by landscape contractor, the contractor letting his dog out of the gate, and the guard gate security not having his name in the data base. Also, in question is a co owner that may have received the billing notice. If this is the case isn't this the same as if he had received any of the notices.Please respond ASAP because the meeting is scheduled for Wednesday July 18th.   Thanks for your help,

Charlie Tiano
Board Member

Dear Charles,

Call your state to see when as a board of directors that you can go into xecutive session. The state laws governing Homeowner Associations in our state say this: "the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association."

If there is no objection from other owns to have an executive session with this man about his dues, then I don't see any harm it in it. However, don't take any action in executive session. An executive session should be used to talk with the man and that is all. Any motions about forgiving part of an assessment or refunding him money for the contractor's damage to his fence should be made out of executive session. This way it goes into the minutes of your regular meeting and for the association members to read.

To go into executive session someone on the board should make a motion, it is debatable and needs a majority vote to adopt. Even though he didn't write a letter requesting to go into executive session, a board member can make this motion. Again it takes a majority to adopt. If a majority of the board doesn't want to do this, then you don't do it. He will then have to discuss it at an open meeting.

Just because a person hasn't received a notice does not mean he doesn't have to pay it. I am sure that it states in the covenants that assessments and dues will be charged. However, I believe it is important to hear him out and perhaps not assess a fine or late fee if you do that.

The Parliamentarian

PS. You should have a copy of any state laws or codes that are written concerning your type of association. This should be copied and put together with your covenants, bylaws, corporation papers and any other rules that you have adopted.


Dear Parliamentarian.

I note in your Internet newsletter on: The Minutes -item 10 deals with "when the assembly goes into committee of the whole ...and its report" In our not for profit registered charitable corporation we use the term "went in-camera" when our board forms a committee of the whole. Is that Okay?

Regarding the report. Our board chooses one of three ways of reporting back from in-camera sessions. 1) on reconvening, the Chair or recorder provides a short summary and action items for the minutes, 2) the Chair and recorder append a minute of the in-camera session to the regular minutes indicating action items or motions adopted which in term in approved with the minutes at the next Board meeting or 3) on reconvening, the Chair or recorder read into the regular minutes any motions adopted in the in-camera session. I am assuming all three ways are Okay. Right?

Finally I have a question from a colleague. Recently their board went in-camera to deal with a salary issue and passed a motion granting an increase. The board reconvened and read nothing into the record. After the board meeting finished the in-camera Secretary verbally told the Executive Director the motion but put nothing in writing to the ED as the motion was "in-camera". The ED e-mailed the verbal recollection motion to the paymaster, but the paymaster is reluctant to increase pay on a verbal report even if it is written in e-mail from the ED as the ED wasn't in the in-camera session.

Questions. Who is responsible for ensuring that in-camera motions (especially dealing with salary!) get recorded somewhere for action and where is the best somewhere. In fact, under proper procedure, is it not a requirement for a not for profit charitable corporation that has proper motions duly passed in-camera to have these motions read into the minutes of record??

What is the proper procedure to prevent a committee of the "whole" from becoming a committee of the "hole" .


Dear Bill,

First, I think your board members do not understand "committee of the whole". It's purpose is to take limits off of debate and let a very large group of a 100 or more consider a motion as a committee.

Usually most boards are small. I do know of boards of about 40 members, but this is very unusual. If your board is this size, then the proper motion is to consider a motion informally. Any vote taken while the board is considering something informally is decided at that time and is written in the minutes as either carried or lost.

If a board is a small board, of under twelve members, they do not have to consider anything informally because there are no limits on debate. Usually small boards consider everything informally.

There are three motions concerning "committee of the whole". The first one is to go into "Committee of the Whole" (this is for assemblies over 100); the next motion is "Quasi Committee of the Whole" (this is for assemblies between 50 and 100); and finally for groups under 50 is "To Consider informally". Each motion has its own rules and its own way of being recorded in the minutes.

A "Committee of the Whole" is a real committee in parliamentary sense. After the members vote to go into a committee of the whole, a chairman is appointed to conduct the committee meeting and the presiding officer steps down. After the committee decides whether to recommend the motion or present amendments to the motion it rises and reports. It does not adopt anything! No action taken in committee is final. Any suggested amendments must be voted on after the committee rises and reports. The report dissolves the committee. This is a two step process.

If the members don't adopt the motion as an assembly then it is not adopted and not recorded into the minutes. In the case of your friend, it sounds like the second step was not taken, so therefore it needs to be voted on at another meeting. You might say it is still in the hands of the committee.

Now in a Quasi committee of the Whole the main difference is that the presiding officer remains in the chair. This procedure allows the assembly to make some motions that the former motion doesn't. However, in this procedure, the presiding officer gives the report to the assembly. The assembly then still has to vote on what they decided in the committee. Again it is a two step process. If members don't do this then whatever was decided in committee still has to be vote upon as an assembly or it is not enforce.

In contrast, Informal Consideration allows the members to decide a main motion and its amendments with no restrictions on debate. Any motion or amendment adopted is considered final and recorded in the minutes. The main purpose of this motion is to take off the restrictions of debate.

The only way for you to see that these motions get recorded into the minutes is to see that the above procedures are followed. I recommend that you and your friend buy the 10th edition of ROBERT'S RULES OF ORDER NEWLY REVISED. It has completely explains these motions. The reason you are having problems is because your organizations do not understand the purpose or use of these motions.

The Parliamentarian


Dear Parliamentarian:

I'm writing to you to ask you a question that our President of a local organization here in Hillsboro Wisconsin that I belong to says is not so. Our Annual meeting will be held in October of this year.

** Per our President, he says all that can be done at a Annual Meeting is to elect officers only, and that no other items can be discussed and voted on. I even suggested that when election of officers are done, to close the Annual meeting and then open up a regular meeting so that we can discuss and vote on major topics. And he says that this is not right and against the law. What is the right way.

Please help me answer these two questions. Question #1 > What can be discussed at a Annual Meeting? Is it only to elect officers. Or can we discuss other topics and also elect officers.

Question #2 > Or can we at a Annual Meeting just elect officers, then close and proceed to another meeting to discuss other topics.  I will be looking foward to a answer.

Carl Baller

Dear Carl,

The first thing that you need to do is look at your bylaws under the section on meetings. If the bylaws state that only elections take place at the annual meeting then that is all that happens. If it doesn't say this, then other business can be brought up. Usually at an annual meeting, the members hear reports of all the committees, election of officers and business.

The Parliamentarian

Copyright 2001 Robert McConnell Productions, all rights reserved.