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Dear Parliamentarian Vol. 85 March 2003

Dear Parliamentarian Vol. 85  March 2003
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.

John Lapp wrote:
Dear Parliamentarian,

I am on the Nominating Committee for a large organization which has already passed a new constitution and bylaws.  The new rules will go into effect upon ratification at the next meeting of the board.  If ratified, at that instant the sitting board will become a General Assembly, and will need to elect a new, smaller, Board of Directors and new Chairperson.

The Nominating Committee has been assigned the task of determining procedures to follow during the short period after the current board is "dissolved".  I have not been able to find documentation about procedures that properly need to take place during this interregnum period.  Can the "previous" chairperson simply deal with the elections as usual, or does there have to be some kind of "committee of the whole" arrangement?

I will appreciate a dedicated answer to this question, or equally a pointer to where I can find the information.  Thank you.

John Lapp

Dear John ,
    Whoever wrote the  bylaws should have attached a proviso that said that the present govening body contiued operating until the other body was elected, or elected and took office either immediately after election or two weeks after election or some other phase in arrangement.
    But since that wasn't done, then this is how you need to proceed.  The secretary should take the chair and ask for nominations for a temporary chairman to conduct the meeting until a new board and chairman is elected.  Or if you need to elect a president, then she should take nominations for this office and when that person is elected that person immediately upon election takes the chair.

The Parliamentarian  

Amelita Escalona wrote:

Dear Sir,

I am an elected secretary of a non profitable society who had filed a resignation but it's not accepted. How can i make my resignation effective? Is there any law governing this?

Your reply will be a very great help.

T6hank you and God bless



   Dear Amelita,
    I would submit my resignation in writing and  insist that they find someone else to do the job. However, you need to look  in the bylaws to see if it says that the secretary serves until a successor is elected.   If you are appointed for a yearly term, it might be best to stay until your term is up.  If they are having a hard time getting someone because members do not know how to do the job, let them know that we are working on a "Training Manual  for Secretaries".  Hopefully it will be release in May.

The Parliamentarian

Sandra Kincaid wrote:

Enjoyed your site and hoped that you might take a moment to help me.

I am a board member of a historic house museum; the VP and the Chair of the Nominating Committee.  I find it clumsy to have a vote of new board nominees and officers in front of them at an annual meeting.  Is that the right procedure?

And.. please direct me to a source outlining how to make a Nominating Committtee Report at an annual meeting.  What I did in the first year of my office was to merely reflect a little on the process of finding candidates, identify them, request a vote; identify the slate of officers and request a vote.

Am I missing something?

Please reply to this email at my work as soon as possible.  The annual meeting is April 8.

Thank you,
Sandra Kincaid

 Dear Sandra,
    Everyone has a right to be present when nominations and elections take place.  Those who are nominated have a right to here how many votes they received and who was elected to office.  If nominations are conducted correctly the nominating committee will only present one nominee for office (not two).  In organizations we don't have people running against each other.  The best person for the office should be selected by the committee.  The committee should then ask those whom they have selected if they are willing to serve.  This procedure helps an organization choose the best officers and saves time by finding out that a person is willing to serve.  Members still have the right to make nominations from the floor.  Usually members don't do this and the committee's nominees are then elected.
    In presenting the nominating committee report,  all that is submitted are the names for each office.  However,  I think it is great that you are telling the qualities that you were looking for in candidates.  However, the nominating committee does not ask the members to vote for the candidates.  It is not the purpose of the nominating committee to be a solicitor of votes;  its purpose is to find the best candidates for each office.  

The Parliamentarian


Sandra Kincaid wrote:

Dear Parliamentarian,

I am very grateful that you answered my email with much good information.  I appreciate your taking the time.

I have a follow up question.  While the nominating committee does not ask the members to vote for candidates, does the Chair or President of the Board do this in front of them?  I guess that's really 2 more questions!


Dear Sandra,
    The president should not ask members to vote for the nominees!  The members have a right to vote for whom they wish without the influence of the chair.  If you have a ballot vote, members can write in a candidate even if the person is not nominated.  The proper procedures for nominations are this:
    The nominating committee presents the committee's nominations.  The chair repeats the nominations, and then asks for nominations from the floor.  After members present their nominations then the chair takes a vote--either by voice or by ballot.  We have a wonderful video on this subject entitled "Nominations and Elections."  May I suggest that your organization make an investment in this video.  The president, the nominating committee, and tellers should at least watch it.  Members could watch it too so that everyone can understand this very important process.

The Parliamentarian wrote:

Dear Parliamentarian:

We have three different meetings in our HOA; HOA meetings, Board of Trustee meetings, and Board and officer meetings. Are we allowed to exclude homeowners from any of these meetings? Some states provide for executive sessions and such but I am unsure about Texas Law. And to have a "meeting" we must follow certain rules re the announcement of same. If the Trustees get together must the announcement regarding meetings be followed in every case?

My point is in regard to the right of homeowners to be present every time the Trustees get together and any homeowner business is discussed...



Dear Ken,
    First of all what is the difference between the "Board of Trustees" and the "Board and officer meetings."

The Parliamentarian

old sgt wrote:

In a  Mobile park Homeowners Association ( a non-profit organization), if all officers and directors wish to resign from office, what is the procedure that must be taken.

is it proper for the officers and directors to write one letter naming all officers and directors and having all named sign the letter?

N Gill

Dear N Gill,
    If all the officers signed one letter, I believe that would be acceptable.  However, someone must receive the letter.  I suppose they could give it to a member of the association and then that person would have the responsibility of letting all the people know what has happened.  Then  the number of members required to call a special meeting, would need to call that meeting and present the letter of resignation to the members for acceptance.  If the members accepted, then the members would need to elect people at that meeting to fill those offices.  It  sounds like you have some serious problems here that need to be address.

The Parliamentarian


Gloria Maturo wrote:

Dear Sirs:

I have received the following email from one of the board members and my question is:  does the names of each of the board members could be written down in the minutes and how do they vote or it is only kept in the tape for future reference and only the results are mentioned in the minutes?

Thank you very much for your help.


 Email from a board members:

"I failed to mention in my previous response that every Board member is held responsible for upholding our by-laws.  That is why we called for roll call votes, so that we may have on record the members who chose to vote, in some instances against stated  by-laws or standing rules.  Each of these votes will be in the minutes, along with the board member and the way they voted".

 Dear Gloria,
    With a roll call vote,  the fact that a roll call vote was taken and the name of each member who voted and how they voted is recorded in the minutes.  We are in the middle of a Training Manual for Secretaries which answers all kinds of questions like these.  It should be available for purchase, hopefully, by May 1.  We have designed forms for taking minutes, show how to use these forms in a meeting  to take the minutes, and then how to write the minutes from the forms.  We also have information about how to record the votes in the minutes, plus much more.
    Also, I believed you wrote us a few weeks ago.  Did you ever get an answer on that question?  We were having problems with all of our computers do to a virus that got into our computer net work.  We lost a lot of e-mail at that time.

The Parliamentarian


Amelita Escalona wrote:

Dear Sir,

It's not so clear with me, if an elected secretary of a society can participate in a deliberation, make a motion, comment or debate during a meeting. She is not a paid secretary and a member of the society too.

Please broaden my horizon by letting me know of the answer.

Thank you very much and God bless.

Amelita Escalona

Dear Amelita,
    The secretary does not give up any rights as a member to be the secretary.  She can make motions, discuss motions and vote.  However, it may be difficult to keep up with all the action and participate, too.  Each secretary will have to decide for himself or herself how much to participate in the proceedings of the meeting.  As secretary I have been known occasionally to take part in the discussion.

The Parliamentarian



 Dear Sir

could you tell me where I can find out about reading new laws 3 times in one meeting and how it is to be done properly


Dear Nancy,
    What organization requires reading new laws 3 times in a meeting?  If this is a government body that does that -- there should also be some rule to when these laws are read.  

The Parliamentarian

Jen wrote:

Dear Parliamentarian:

Hi I want to propose an amendment to the homeowners association.  How do I do that??  Specifically, everyone is fencing differently than what the covenant states and I want to do that as well but my neighbor is giving me hell.  So I want to get everyone else to agree to change it and I know they will I am just not sure how to start.


Dear Jen,
    What you want to do is ask the board of directors to enforce the covenants.  Usually covenants are very difficult to amend.  So look in the covenants to see what the procedure is for amending them.  I would write a letter to the board asking them to enforce the covenants.  IF they don't then at the meeting point out that the covenants are not being obeyed and that you want the board to enforce the covenants.  Perhaps with enough people there that will make everyone wake up.

The Parliamentarian

Diane & Rick Buck wrote:

Dear Parliamentarian

Good day.

I am the Parliamentarian of our education association. I'm writing to ask your professional opinion about how to handle an election situation I have.  I have attached the elections article from our by-laws for you to review.

The situation involves Section 28.

There was only one declared candidate for each office at the meeting at
which nominations were due. However, after seeing who the 'lone' candidate for president elect is, many are discussing a write-in campaign for someone else.

At the election, the organization will only be voting for two people:
President Elect and Treasurer. There is only one declared candidate for each office, therefore, the parliamentarian would not have to prepare/distribute ballots, no boxed would be used, etc. because, according to Section 28: the Chairperson shall cast a unanimous vote for the declared candidate.

My question is:  How should I determine what an 'organized' write-in
campaign looks like and how should the electorate vote for this 'write-in' person when there are no ballots/ballot boxes?

I thank you for your help.

Diane L. Buck


Dear Diane,
    I have carefully read your bylaws.  I am too at a loss of how to tell if there is going to be a write in campaign.  I would suggest that since you have heard rumors  that you call the person that told you the rumor.  Ask the group that is interested in doing this to write you a letter saying they have a candidate that is willing to serve and that they have people who want to write in the name.  If you have something in writing, then you have proof  that there is going to be a write in campaign and then you can go ahead with the preparation of the ballots.  If you would ever like to talk to me about this section of the bylaws, I have some recommendations for you.  Most the information should really be in elections rules.  Then the nominating committee and election committee should be different people, and finally, it is never recommended to have one person cast a ballot for everyone else.  I highly recommend a revision of this section of the bylaws.

The Parliamentarian wrote:

Dear Parliamentarian

I have a parliamentarian who asked for time on the agenda, prior to a vote for the following year's chair. She did not inform me (current chair) of her motion until she sent a statement of her intention to the members (not a formal motion). She is acting completely on her own. My question is whether she is allowed to bring forth a motion?


I would have to know more about this.  Usually the parliamentarian is in an advisory position especially if she sits by the presiding officer.  Is she bringing this in her official office of parliamentarian or as  a member of the organization?

The Parliamentarian wrote:

please mail me a copy of  rules on how to run a meting of homwowners
I am especially interested on how to run a proxy election.


We don't have anything information like that to e-mail you.  If you go on the WEb Site under "Homeowners"  associations I have a newsletter about our elections with a proxy letter and the ballot included.  How I trained our Homeowner associations tellers was to show them our video "Nominations and Elections".  We show the procedure for counting ballots.  Then  what I did was have them count the ballots cast AT  the meeting and record them and then count the proxy votes separate and record them, then add the both up to see who won the elections.  The ballots were saved for 30 days incase a recount was needed.  

The Parliamentarian


RD Thompson wrote:

Dear Parliamentarian:

I am not certain your site is still active.. however I hope it is.
In a Church congregration meeting a vote was held to call a new Pastor.
Our by laws stipulate 75% is needed for election. The candidate lost by
28% to 72% for:
Some are calling for a revote.. our by laws do not have provisions for
or against revotes.
According to RRO.. is a revote in order in order? Some say if two of
those that voted nay, where to come forward and so note they wish to
vote yea.. then a revote is in order?
Thanks for your recommendation.
RD Thompson

Dear RD Thompson,
    What needs to be done is to have another meeting and submit the nomination for the pastor again.  Perhaps some of the no votes will change their mind and you will get an election for this pastor.  Perhaps the membership needs to think about amending the bylaws to a two thirds vote to elect a pastor instead of a three fourths vote.  A three-fourths vote seems rather high especially if a congregation has a difficult time electing a pastor.

The Parliamentarian


Richard Thompson wrote:

Dear Parliamentarian;

Thank you for the reply. I wished we could do that but Church's have
"different" ways of doing business. The Church has something called a
"search committee" that does just that. They look for the best candidate then brings the name to the Church body for a popularity vote.
At the time of the vote the search committee is dismissed and no longer are involved. So it appears to me the only solution, other that just accepting the vote and moving on to other candidates, is to bring a motion to business meeting that the Church reconsider the vote. If that motion passes by simple majority the vote could be brought before the Church again.
But just to bring the vote up again would raise havoc because those that voted against him will not accept it without a fight.They do not want another vote.. so there must be grounds for reconsideration in accordance to RRO.. or some precedence.
Church folks can get awfully "un Christ like" sometimes.



Dear Richard,
    It is not possible now to make the vote to 'reconsider the vote".  That must be done at the meeting the vote was taken.  To reconsider the vote, a member who voted on the prevailing side, in this case the "no" vote, must make a motion to reconsider the vote.  (This motion needs a second, but anyone can second it.) Then the members vote to reconsider the vote--that takes a majority vote.  The candidate is then placed before the assembly as though it had never been voted on and the members vote again.  It would still take a 75% vote to accept this candidate. However, as I stated at the beginning of this e-mail, the motion to reconsider can not be made now.  The best thing for all is to move forward and have the search committee find another candidate that 75% of the congregation will accept.

The Parliamentarian wrote:

Dear Parliamentarian;

Our church just called a Pastor "In view of a call", and our church then voted on him. The vote was 61% for 39% against. Our Bylaws called for an 80% vote to vote him in, so it failed. Then a member in our church made a motion to "rescind" or "remove" our By-laws to accept this pastor anyway. It did fail, but can this be done and how do you stop it? We are a nonprofit corporation and does that make any difference?

Dear Friend,
    Bylaws can not be suspended at any time.  If the member wants the vote for the pastor to be a lesser amount, then the member must propose a bylaw amendment which lowers that amount.  This proposed bylaw amendment must be presented and adopted according to the procedures in your bylaws.

The Parliamentarian

Shannon Evins wrote:

Dear Parliamentarian;

I am trying to find an answer to a question about what constitutes quorum and membership.

The question is:  Is the number of members determined by the number of board seats filled or the the designated (according to bylaws) number of board seats?

 Board is made up of 12 members, per bylaws.  Quorum is majority, per bylaws.  3 board positions are vacant.  Is quorum 7; 50% +1 of 12, or is quorum 5; 50% of 9 + 1?

 If you cannot answer this, do you know who could?

Thank you.

Shannon Evins


Dear Shannon,
    The quorum is based upon all the positions on the board whether they are filled or not.  In Parliamentary Law by Henry Robert he answers this very question.  He states, "The board cannot reduce its quorum by neglecting its duty to fill its vacancies immediately."  Your board needs to fill vacancies immediately.

The Parliamentarian wrote:

Dear Parliamentarian;

Can a vote be overturned?


Dear Sue,
    Yes.  To overturn a vote the assembly uses two motions.  One is reconsider the vote which can be done only at the meeting which the motion was voted on--either adopted or defeated.  A person who voted on the prevailing side must make the motion.  If the members vote to reconsider the vote, then the motion is again before assembly for discussion and vote.  If it was adopted the first time it was voted on, then the members have the ability to defeat it.
    The second motion that can be used to overturn a vote is the motion to rescind an action.  If a motion is adopted at one meeting, and at another meeting the members want to rescind or make void the action  some can make the motion to rescind.  This motion has some rules to it.  A motion can't be rescinded if the action is already carried out and can't be undone.  If no previous notice is given then the motion to rescind must be adopted by a two thirds vote of the those present or a majority vote of the entire membership whichever is easier to attain.

The Parliamentarian

Denise Canton wrote:

Dear Parliamentarian:

Our local church, which is part of an international organization, will be conducting a pastoral vote for the retention of our current pastor. Our ByLaws requires that the Board of Administration (LBA) and the pastor jointly request the pastor’s continued service and the District Superintendent must approve the request for the vote. The Bylaws provide that the vote must be taken during a special session of the local church conference, defined by the bylaws as "the covenant members of the local church, duly called and assembled together to do business".

We anticipate that this will be a divided vote and have been advised by one in authority, that the pastoral vote is not debatable on the theory that the LBA has already debated the issue. (I could not find this statement in the bylaws). However, it is my understanding that the purpose of the debate that occurred at the LBA was regarding whether to present this recommendation to the Local Church Conference. The debate/discussion occurred in closed session and members of the church were not privy to the discussion/debate and the vote taken was by voice. Therefore, I question how such debate could serve as a substitute for debate by the assembly of the local church conference which is now being asked to vote. Further, it is unclear to us how the vote of the LBA could restrict the rights vested in the local church conference, which according to our bylaws is "the highest governing body of the local... Church".

The bylaws indicate that the LBA merely recommends to the local church conference that certain actions be taken. Therefore, it would appear that a new motion should be moved and seconded at the local church conference, ie, Motion to approve pastoral recall for a period of years. Since this would be the main motion, it should be debatable, to address issues such as the recall period. Question: Barring explicit language in the bylaws to the contrary, is this motion debatable?

It is further argued that since there is no debate, there is no need for the members to be "assembled together" .."in one room or in the usual conduct of church business. The chair can simply announce the beginning of the polling prior to or during the early services and the close the polls at at the end of the second morning service. This seems to be acceptable to some/many of the members.

However, at least one member has voiced strong opposition to this arrangement suggesting that, without addressing whether the motion is debatable, that two separate church services with different participants does not constitute an assembly as envisioned by the bylaws and that the members of the assembly needs to be informed at the same time of the process used to reach the recommendation/motion and any additional information that would be necessary to make an informed decision. The arguments presented by this member seem quite reasonable.

Further, it is argued that if the members are not assembled in one room where they could mutually debate the matter, the actions taken are not truly the actions of the "Local church conference". Question: Do members of the church need to assemble together in one room/area to meet the requirements of a local church conference

Requesting your opinion.


Dear Deserie,
    From the information that you have given me, (and this is the only basis of my opinion without having all the information that I would need to give a written official opinion),  this vote must be taken at an officially called "special business meeting" where all the members are present to conduct business.  It can not be done by a voting process where members vote at a designated place before, between or after church services.  Even if the members decide not to allow debate, it still has to be in accordance with your bylaws.
    I am not familiar with this way of selecting a pastor, but it seems reasonable to me that if the superior body wants to retain this pastor that someone representing that body should make a motion to do that.  According to parliamentary procedure then this is a main motion and is debatable.  
    If the church is divided about retaining this pastor,  I wonder how much good it would do for the church body to discuss his re-appointment.  Would it cause further division and animosity?  If things very unpleasant were said could the pastor do an effective job if re-elected?   Has the church formed a committee to talk with the pastor about the problems with what he is doing and how to resolve them?  Has anyone talk with the superior body to let them know what is going on and to ask for help in resolving the problems?  I think the members need to carefully think about  how they are going to proceed with this matter.  If there is debate,  the person presiding would have to carefully monitor it so that it doesn't become a verbal battle and that remarks are kept to issues or problems and not focus on personalities.  If the members decide to allow debate then be sure that rules of debate are laid down and strictly enforced.  Robert's Rules of Order Newly Revised has a chapter about debating motions and what is allowable in debate.  
    It seems to me that the church body has let things get out of hand by not confronting the problems earlier.   If attempts have been made to resolve the problems, then perhaps it is time to let the entire church body know this and then decide what to do.  From my own church experience I do not see any thing wrong with a health discussion to try to solve problems or even to bring problems to the fore front for discussion, but it must be handled with the greatest love for each member of the assembly.  And all members must be willing to participate with this in mind.  If you don't approach it this way,  there will be a schism in the church body.
    I hope this helps.

The Parliamentarian

 Mark Christie wrote:

Dear Parliamentarian;

Perhaps you can aid in this:

Union Local has nominating  meeting  for six positions.  Election by mail ballot to occur for all but two positions  which ere acclaimed at the meeting.  During the meeting all candidates discussed and agreed to election procedures.  these include dates for polling to  begin and end.  
The question is do officers of the local who are running for election retain their offices right up to the moment they are unelected or replaced in their previous position.

My Opinion:
It would be my contention that at the close of nominations you either have a member elected by acclimation or strike a ballot for an election.  In order for an election to occur there must be a vacancy.   The moment nominations were declared open, all terms ceased.  In parliamentary  tradition the officers do not stand down until the end of the meeting.  We can not have another meeting until after the election.  MR. X.  is the acting Chair as he is the Highest ranking local  officer elected from the most recent election.  This is the reason the house does not sit when an election writ has been dropped.  At that moment all positions are open and no one possess a seat.  It is also the reason that a Chair is not allowed to make a motion from the chair.  They must first surrender the chair and become part of the assembly to make a motion.

The Opinion of the Union's President:

Mark, you are partly correct, but in the aspect that supports your conclusion you are incorrect.  Robert's Rules states that “an officer-elect takes possession of his (sic) office immediately upon his election’s becoming final, unless the bylaws or other rules specify a later time”.  The fact that Dave is running for a different position does not mean he vacates his office until the position of 2nd Vice is filled.  Even if 2nd vice was filled by acclamation, the delegates of a local to component (other than the Chair of the Local) are elected from the Local executive by members of the Local executive and this cannot take place until Local elections are complete. Therefore those who hold the positions of delegates to component continue in that office until new ones are elected, or they resign as a local delegate.

This has long been the practice of the Union and anything else would be chaotic – leading to situations where someone would throw their name in for nomination to their old position, even though they were running for some other position that they really wanted, merely to hold their component position. This ensures continuity, and orderly transition, as well as avoiding unnecessary gaps in office.

Your parliamentary analogy is incorrect – Cabinet members continue to govern until after the election and further until the new cabinet is sworn in.  MLA’s and MP’s are paid until some time after the election is complete.

Anything you could add to confirm or counter these opinions would be welcome.

Mark Christie


Dear Mark,
    Let me say this.  According to standard parliamentary law, the person holds the office as long as the bylaws state he is in the office.  So it depends on how your governing documents are worded.  If the bylaws state that the officer serves for one year or until his successor is elected, then he stays until someone is elected to fill the position.  If there is no election, he remains in the office until the assembly elects someone to fill the office.  If  the bylaws state that the officer serves for one year.  Then when the year is up his term is over and he is no longer that officer. If no one is elected to fill the office at the end of the term, then there is a vacant office that needs to be filled.  Because I do not know what your bylaws state this is the only advice that I can give you.

The Parliamentarian

June O'Donnell wrote:

Dear Parliamentarian:

I work for a charity. I was recently given a new position.  The previous employee had a contract that entitled her to attend Board meetings as an ex-officio officer of the board. She attended each month and gave her reports.

 When I was given my contract under unpaid voluntary hours one of the items was:

Board meetings by invitation only

At the bottom of the contract:

Non-voting member of the Board

- Works in office at designated hours

 On the list of board members attached to the AGM I was listed as one of three non voting Ex Officio Members (but with no mention of by invitation only).

 I attended the first three board meetings (I was not invited, I just thought I was supposed to go as I know the previous employee did).  I presented my two reports at each meeting.

 This month, on the morning of the meeting,  they told me I was not required at the next meeting, and I was to come by invitation only in future as they probably would not need me to attend any longer.

 Bylaws: (based on Robert's Rules of Order)

All volunteers are members of Hospice.

 There is one class of membership.  Each member shall have one vote on questions or motions at AGM.

 Providing they reside, or have affiliations in York Region, all members are eligible to serve on the Board of Directors.

All members are welcome to attend and participate at meetings of the Board of Directors but do not have a vote.

 I am on other boards, committees, auxiliary's and I have never seen "Board meetings by invitation only" .

There is no mention of Ex Officio membership in the Bylaws let alone by invitation only.

 Can they prevent me from attending Board Meetings  when I am listed on the Board of Directors as an Ex Officio Member (also on the contract) and why would they want to?

 Isn't it a contradiction to list me as a member of the Board for the AGM and then tell me I can't come?

Is this constitutional?  Do I have the right to sit in on Board Meetings?

 Background on the Board:

Many of the Board have exceeded the maximum 3 - 3 year terms and executive positions have been held in excess of the 3 year term specified.  It states the nominating committee should have no less than three people  but they don't even have a nominating committee.  Some members only attend one board meeting a year, the one in a Restaurant!  Many miss more than the 3 consecutive meetings and the Bylaws state they should forfeit membership on the Board .  The Board has 8 Board Members but the Bylaws state it shall have no less than nine. It is increasingly being run by 5 members only.  

 The meeting that I was asked not to attend was regarding changing the Bylaws.

 Any assistance you can give would be much appreciated.

June O'Donnell


Dear June,
    Why don't you ask these questions to the person who asked you not to attend the meetings?  I would recommend that you point out in the bylaws where it states that any member can attend the board meetings.  If you are a member of the organization then you have a right to attend the meeting as a member.
    For you to be an ex officio member of the board, this needs to be written into the bylaws.  If it isn't written into the bylaws then you can't be ex officio nor can anyone make you an ex officio member.  Even if it is written on documents or contracts, you can't be ex officio member unless it is stated in the bylaws or corporate charter.  
    If it is in the bylaws that you are ex officio board member then they can' keep you away from the meetings.  I recommend that you do your research and the present the information to the board.  

The Parliamentarian

I have read everything I can find but nowhere does it mention Board Meetings by invitation only.

Tim Barragan wrote:


I am a secretary for TSA and our President has resigned? According to Roberts Rules what should we do?


Dear Tim,
    Normally the vice-president takes the position of president and the members elect a new vice -president unless your bylaws have a different procedure in filling the vacany.

The Parliamentarian wrote:

Dear Parliamentarian;

is there any information available or online websites that carry info on condo board members that have accepted bribes, or performed favors for reimbursement of condo fees for example, either through the manager , a contractor, or otherwise, and what the consequences could and should be;

Or where i might read up on cases of such occurrence, and relevant consequences.



Dear Victoria,
    I don't know of any web sites that can help you with this.   State laws have very strict codes for the operation of condo associations.  I would start with those codes in your state to see what they say about these types of procedures. If the codes cover these activities then you certainly have a case to bring to the membership.  You also might want to check with your attorney general's office to see what help they can give you in how to proceed.

The Parliamentarian


Maxine Longmeyer wrote:

Dear Parliamentarian;

I am Maxine Longmeyer, Greene Co., IL.  Last Saturday at the annual Lincoln Day Dinner our Greene County Republican Chairman announced he was resigning.  As Vice Chair I am wondering what the procedure is.  There were by-laws but I have been a committee member for 20 years and have never seen a copy.  I have asked the secretary to look through the old books but since I was also secretary at one time I don't think there are any.

   We live in Illinois and have 26 committee members.  The chairman now says he doesn't know when he is leaving and I have decided I want to serve the year left to serve.  What is the proper procedure when something like this occurs.

   I am thankful for your site, your expertise and hope you can help.  Your expediency would be very much appreciated.  Thank you.


 Dear Maxine,
    When the chair announced that he was resigning, then you should have stood up and said, "Mr. Chairman, are you submitting your resignation at this time?  If he said yes, then you could have replied, "This needs to be put to a vote of the members.  Since this motion is debatable and concerns the chair, then the chair needs to step aside and let the Vice President preside.  Then as the presiding officer, you could place the motion to the assembly, "Shall the members accept the resignation of the chairman? Is there any discussion?"  Then after discussion take a vote. If this meeting was not a regulate meeting, then it would not be appropriate to do this.
    When officers or committee chairman say they want to resign, the best procedure is to say, "would you please submit that in writing?"  Then it can be brought up at the board meeting or assembly meeting --whichever is the appropriate body.  
    You need to find your bylaws.  Does the national organization have a copy of them?  If no one has a copy, then get busy and come up with new bylaws.  You can't be operating in  a vacuum.
    Right now just wait.   If the person is serious about resigning he will.  If not he will continue in office.  When the time for election of new officers comes,  see that you are nominated to be Chairman.  Then let the members decide.  
The Parliamentarian

PS.  There is not much you can do now unless he submits the resignation and it is acted upon.