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Dear Parliamentarian Vol. 95 Jan. 2004

Dear Parliamentarian Vol. 95  Jan.  2004
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.

Bowers, Camille O. wrote:

Hello - I have written you in the past and you helped me considerably.  I

have a question, if a board member submitted a constitution or by-law

amendment, it was accepted by the Board, published in the organization

magazine and at the general membership meeting was voted down by the

membership -- can the same board member come back several months later and

bring basically the same amendment back to the board for admission and

voting on by the membership or is it an illegal motion since it has been

tried once before?

Camille Bowers


Dear Camille,
    Yes, he can.  It is basically a new motion.  However, the steps must be followed to get this amendment again before the assembly.  Usually a bylaw amendment needs to have more than just one person presenting it to the membership.  If he is the only person that
wants to present it to the assembly, then it might be considered dilatory.  However, if the amendment was defeated by a very small vote, then it might not be considered dilatory because the members may have changed their mind and might adopt it this time around.
    So this is what I would recommend.   The member that is bringing the amendment to the board should have one more person state that they want to bring it  to the assembly.  A main motion needs a maker and a person to second it.  So does a proposed bylaw amendment.  If  the board  member has another member who also wants to bring it up again, then that is all that is needed to do this and the board should honor this

The Parliamentarian wrote:


Hello Mr. McConnell,

Thank you for putting out some much info on Homeowners Associations--especially your

own experiences.  They have been very helpful.  

I have founded a HOA in my neighborhood and we incorporated with the state of TN in

November.  I am the President and we have all the Board members in place.  I have

written our bylaws.  Question:  How do we make the bylaws "official?"  Do just our

five Board members vote?  The entire membership?  And how much of a majority do you need?

Thank you so much!

Denise Neuendorf

President, Winwood Homeowners Association

Cleveland, TN


Dear Denise,

    Before you do anything with your bylaws, please read our link about what should be

in the bylaws on our web site <>.  You will see on the blue side of the page

links for certain subjects.  Bylaws is one of them.  Have you had an attorney who works

with associations or a professional parliamentarian look at these bylaws?   Do you and

your board have experience in writing bylaws?  If not, please do not do anything until

you have read our information.  There is also a new article on the page under the

internet newsletter that is about conforming bylaws to your state codes since your

are incorporated.  Please read that first article.  Bylaws determine a great deal for

the association.  The mistakes that you make today could cause you extreme trouble later.

  So please get some professional advice before you do anything.

    Who gave you authority to write the bylaws?  Do you have covenants? and do the

members know that you are doing this?  What do the state codes say who has the power

to adopt bylaws?  Are these bylaws a revision?  or are they new bylaws for a new

organization?  I can't answer your question until you answer the questions that I have

asked you.

The Parliamentarian

Registered Parliamentarian


Denise Neuendorf wrote:


Dear The Parliamentarian,

Thanks so much for responding.  At our last meeting of the Directors I volunteered and

they said OK.  We were going to have an atty. do it, but he wanted $500.  We only have

20 Owners in our Asssociation and didn't want to spend that.  So is that the Board

giving me authority?  We did make a motion and it passed.   

No covenants.  

At our last member meeting I passed out a sheet I wrote called "Bylaw Basics" outlining

the actual contents of our bylaws and we discussed it all.  We didn't vote because we

didn't know we were supposed to followed Parliamentary procedure, but all liked it and

were in agreement.

These would be new bylaws.  Our neighborhood has never had an Association and bylaws

of any kind before.

I don't know what TN state codes say about who has power to adopt bylaws because so far

today I've been unable to find anything on our Sec. of States web site.  I keep doing

unsuccessful searches.

I've read most of your newsletters, all your writing concerning bylaws, and have WNW

Roberts Rules of Order Simplified and Applied, which I used for writing these.  

So I won't do anything formal with these bylaws til I see what the state says?  

Do think the entire membership needs to approve these (your best guess)?  And by what

kind of majority?

Thank you again for your help.  

Denise Neuendorf



Dear Denise,  

    I am glad to hear that you are doing your research.  You have a good start.  Can you answer me these questions and perhaps we can be of help here.  What is the purpose of your association?   Why did you incorporate?  Did an attorney help you with this? What does your association want to do?  Normally when an organization incorporates they have to submit the bylaws to the state, also.  How much detail is i  Then the bylaws should provide for their amendment.  Usually the document is amend by a two thirds vote.  

    We here at Robert McConnell Productions can help you with your bylaws and are willing set a fee which would be acceptable to your organization.

The Parliamentarian wrote:

Dear The Parliamentarian,

Thanks so much for responding.  Your email was in this odd form and I think part of it

was cut off, but anyway...

We are already incorporated and did not have to submit bylaws, just the Articles of

Incorporation.  I did it through and it went through fine.  

Ours is an HOA with the purpose of enforcing restrictions that were written for our

subdivision about 30 years ago.  We also want to charge small annual assessments for

the purpose of purchasing a new subdivision sign.  

The bylaws I've written are detailed.  I went by your book and the subdivision across

the street's bylaws, but I tailored them to fit what we want unique to us.  Last night

I finally found in the State's web site what contents must appear in bylaws legally.

I guess I just was wondering what to do with them next.  Can just the Board "ratify"

these or do we need a certain percentage of all the members to approve them before we

can officially adopt them?

Thanks for your offer of help.  I don't blame you for charging.  It's a lot of work.  

But I think we're OK with what I've written.  Just was wondering about "adopting" them

formally now that they're written.

I appreciate your help,

Denise Neuendorf


Dear Denise,

    Carefully review everything that the state law says should be in the bylaws.  

Did you also look to see if the state has any codes  concerning Homeowners Associations.

  In our state,  the Washington Non profit Act and the Homeowners Act apply to HOA

bylaws.  The HOA code in some cases supersedes the Non Profit act in certain cases

--quorum, board meetings must be open, and a budget must be submitted to the members

for ratification.  So those need to go into bylaws for HOA's in our state.  

    I know you are eager to get the bylaws adopted.  But take some time to get all the

codes and then go over the codes carefully and put in your bylaws what the codes require.

  Be sure to footnote those sections in the bylaws that are from the state codes.  

They have to be in the bylaws and members can't change them.

    The next step is to get all the members together, go over the bylaws article by

article and let them propose amendments, adopt the amendments and  then vote on the

bylaws as amended.  Since these are first bylaws,  they can be adopted by a majority

vote.  Any other amendments or revisions would be adopted by a two thirds vote.

The Parliamentarian

Leonard Hirschfeld wrote:

I belong to a Homeowner's Association whose by laws specifically allow
nominations from the floor in addition to a Board nominated slate.

During our annual meeting last Sunday, in a total surprise, the Board
ruled that no nominations from the floor would be accepted.  They offered
as rationale that 5 positions were open and that they had been filled
by the 5 board nominated nominees.

As a number of lot owners live out of state, they had sent in their proxies
to either the Board or to individual members of the association.

The board further claimed that the out of state lot owners would be at
a disadvantage if they allowed nominees from the floor in that they would
not know who they were.

By the way, our bylaws do have a cumulative voting clause which is permitted in the election
of ALL board members which lends further support that the by laws are designed
to support a minority candidate.

I believe that the Board's ruling is tantamount to saying that a lot owner
must first be approved by the Board to even be a candidate.

1. Within the context of a non-profit homeowner's association, is there any
precedent for our board's actions.

2. Do you think that the current board members don't understand what a proxy is.

Any light you can shed on these matters would be most welcome.

Thanks in advance for your help.

Dear Leonard,
    It is always a dilemma to know what to do when proxies are involved.  The reason Robert's Rules  prohibits the use of proxies is because those giving their proxies to others can't hear the discussion because they are not at the meeting, especially if the proxy directs how the proxy holder should vote.
    I assume that the proxy was a limited proxy where the person assigning the proxy checked the names that the proxy holder was to vote for.  In this case, those nominated from the floor could not get any proxy votes.
    However,  if your bylaws specifically state that there are to be nominations from the floor, then the board members had no right to prevent this.  Someone should have challenged the board's decision by making the motion to "appeal from the decision of the chair."   Those not attending the meeting and sending a proxy instead, know that they are missing discussion and other motions that are made at the meeting.  That is there choice.  But they still have some say by proxy.  Often proxies do determine an election.  So instead of being a problem for a proxy holder, I see it more as a problem for the person that is nominated from the floor.  He might not get enough votes because the proxy holders do not know that he is nominated.
    We don't know the motives of the board for doing this.  It may have been a concern about those absent as they said.  However, the board members need to uphold their governing documents.  What the board has essentially done is amend the bylaws without taking it to the membership.  You need to point this out to them.  The problem with Homeowner Association Boards is that they think they have carte blanche to do anything they wish and most of them are operating from ignorance.  They will not take the time to inform themselves about basic parliamentary procedure or other things required of them.   So it is up to the members to know their rights and their documents thoroughly so they can stop wrong action.  May I suggest that you recommend that the board members get a copy of our book Webster's New World: Robert's Rules of Order Simplified and Applied.  Many of these problems are answered in our book.  If you were also versed in parliamentary procedure you could stop this illegal action.

The Parliamentarian wrote:

T don't know if you are able or willing to answer my question.  I have seen

your web page referenced by many other blogs, etc. So, I was hoping that

you may be able to help me resolve an issue.

I belong to a nonprofit association, we have two chapters, one in Northern

California, the other in Southern California. Each chapter elects it own

board, conducts it own educational sessions and chapter meetings.  The

association puts on an annual professional conference. The chapters

alternate responsibility for running the conference.  There is very little

interaction between chapters otherwise.  We have one 501 3c number for the

entire association.

The current bylaws are in dire need of rewriting. Myself and few others are

new to the association and realized the bylaws are in serious need of a

revision.  I have a few questions, if you don't mind.

Regarding amendments, our bylaws state the following:

"The by-laws may be amended by Article, by ALL Chapters of the Association

at anytime, by means of a two-thirds vote for each amended Article,

determined by those ballots returned by mail."

We need to do a complete revision.  The current articles represent years of

duct tape and spit.  Through the years a new article was added to correct

or provide for whatever needed to be addressed.  They are currently

disjointed, elements of similar ideas are contained in seperate articles.

The bylaws have been amended before, but they merely added a new idea

(article) and renumbered them.

The bylaws committee have now completely rewritten and organized the bylaws

into a completely new document.

Enough of background, now the questions that are bothering me

The first question is, what nomenclature do I use to describe this current

document; "Third Revision;  "Revised bylaws..."; "First Amended and

Restated bylaws; or "Third Amended and Restated bylaws".?

What does "Amended and Restated really mean?  What does "Revised" mean?  I

don't know what to call this document.  It is the first time that the

bylaws have been completely reworded, it looks nothing like the current

version. But, the bylaws have been revised previously.  When does "Amended

and Restated" come into play?

The next series of questions relate to Procedure.

We need to send this draft to the North Chapter Executive Board for their

input.  I am trying to figure out how we move this document, from the

bylaws committee, to the membership of my chapter.  Then from my chapter,

send it to the North Chapter, then have the entire association (North and

South) vote on adoption of the

Revised; or Amended and Restated bylaws.

I don't know how to present and entirely rewritten document to the

membership.  We need to have both chapters vote on adoption.  I do not know

the steps to take in order to this document to the entire membership.  I

can't figure out how to move this from the committee, get input from the

North and then let the membership vote on it.  I don't  think we could

bypass the North's board input without causing a great controversy.

The north holds their meetings on the even numbered months, we hold our

meetings on the odd numbered months.  Unless we hold a simultaneous

teleconferenced special meeting, I do not know how to approach, getting

editing and composition feedback, then get a finished document ready for a

motion to approve and amend.  Do you allow amendments to a completely new

document or is it adopted as a whole?

If you can offer some advice I would appreciate it, if not I completely


Jerry Wolfe MS, IH


Dear Jerry,

    Thank you for writing.  Before you go any further may I suggest some basic education.

  If you go to our  web page <> you will see on the blue side bar links to

various articles that we have written over the years.  Please click on the link called

"bylaws".  That will explain the entire revision process.  It will also help you see if

 the revision that you are currently writing conforms to basic parliamentary law and

includes the necessary information that establishes your organization on a firm

foundation.  Then before you go any further go to our "Newsletter" and read the last

article.  It is about making sure your bylaws conform to the state non profit code.  

I am currently writing a series on that information.  Since you are a 501 3c you are

also incorporated, presumably in the state of California.  State non profit laws have

certain requirements that need to be in your governing documents.  Before you go any

further make sure your new revision complies with the state laws.

       To answer your first question.  These are just called the bylaws.  How you handle

 the other revisions is to put at the bottom of the title page the years the bylaws were

 revised or amended.  If these are adopted then it would come first.  So it might says

bylaws revised:  2004, 2003, 2002, etc.  Copies of previous bylaws should be kept in a

file.  If there ever was a law suit about something done in the past, the bylaws in

effect at that time would be what governs not the current bylaws.

    Amend and Restated is just a legal term for amending or revising.   Revision means

that the document had a major overhaul or rewriting instead of just a few bylaws amended.  Our articles on bylaws explains the difference.  

    After your committee is satisfied with what you have done send a copy to each board

and ask them to make suggestions and send them back to the committee for consideration.

 If you need to set up a telephone conference with each board to hear what issues they

are the most concerned about, do it.  If they make suggestions or are dead set on

something, then try to find a compromise.  After each board makes suggestions, meet as

a committee and see if there is validity to what they want change.  If there is, then

make the changes in committee.

    What I would recommend, if at all possible, and if the bylaws provide for this, is

a meeting centrally located, where one delegate from each chapter can meet, and propose

amendments and vote on amendments to the document.  Then after the chapter delegates

are satisfied with the amended document, send this out to the chapters for their vote

by mail ballot.

    But before you do this, since you have taken such care and consideration with this

revision,  see first that it complies with state law and follows the outline of your

adopted parliamentary authority.  I would also recommend that you hire a register or

certified parliamentarian who is familiar with the state codes to go over your bylaws

to see that the wording is clear, and that there are no holes in the document.  It takes

some time to prepare a good document.  So don't hurry the process.  I have been working

with one of my organizations for two years to see that all the bases are covered before

we send it to the membership.  

    If you have any further questions, do not hesitate to contact us.  You also might

find our book Robert's Rules of Order Simplified and Applied helpful to you in this

process.  It can be found our Web page in our bookstore.


The Parliamentarian wrote:

What is the processor for removal of a member of the board of directors?

thanks Peggy G


Dear Peggy,
    Look in your bylaws.  If your bylaws state that a board member serve for __years or until a successor is elected.  Then you can rescind the election.  However, if you state that they serve for __years.   Or if they serve for ___years and until a successor is elected then you have to have a trial to dismiss the officer.
    If you are an incorporated non profit organization,  then look in your state non profit codes.  These will supersede your governing documents.  Non profit codes usually have a provision for removing directors.  If you are not incorporated then follow your bylaws, and if they are silent then follow the procedure in your adopted parliamentary authority.

The Parliamentarian wrote:

I have one question to ask and have been unable to locate a answer.  I am the Chairman of the By-Laws Commitee of a church and I need to know if I have the authority to appoint a member to my commitee to replace a person who is moving or do I have to take what the Nominating Commitee gives me.


Dear Friend,
    In most organizations,  the appointing body usually selects the canidate.  Usually a nominating committee selects candidates for elective office only.  If  in your organization the nominating committee selects nominees for committees, then I would let the nominating committee know that you want member Jones to be considered. However, someone should then be voting on this person--like the Board of Directors or the members.  Look in your bylaws to see how committee members are appointed.  It seems very unusual for a nominating committee to have this kind of power.  It sounds like they have been given the power to appoint as well as suggest.  Perhaps there is some misunderstanding about the role of the nominating committee.
    The principle of a nominating committee to find the best nominees for a particular office.  It then presents the nominees to the membership.  The members have then a right to nominate.  After nominations are closed, then the members vote on whom they want to be in those offices.

The Parliamentarian wrote:


I am trying to find out if the minutes of an Executive/Board meeting are to be distributed to the general membership.

Can you offer any help.


Dear HP,
      Usually not.  However,  the Board should report to the membership what actions it has taken.  This is done in a report at membership meetings or in newsletters to the membership. However, if you are incorporated as a non profit,  you need to check with the state non profit codes to see what it allows.  In the state of Washington members can request to come in and read the minutes of board meetings.  If your board meetings are operating under an open meeting law, then the minutes also are open for reading, but this does not mean that every member has to get a copy.

The Parliamentarian

Camille Bowers wrote:

I am a member of the Board of Directors of a non-profit organization.  Our organization consists of State Board Members, President, 1st VP, 2nd VP, Treasurer, Secretary and Referee - it also consists of 6 areas with a vp and sec/treas in each area.  The Treasurer requested seed money be returned from an area that had been loaned $500 -- that area vp refused to return the money, the President of the organization then gave the vp a directive to return the money.  The vp still refused saying his area voted to keep the money.  The President suspended the officers for not complying with a presidential directive.  Does he have the authority to do this?

 Camille Bowers


Dear Camille,
    What you need to do is go to the minutes and see what they say regarding this money.  Did the members vote to give this person a loan and for how long?   Why did the Treasurer want the money returned?  What are the reason for the VP refusing to return the money?  Those responsible for the finances of the organization (no doubt the board of directors) needs to sit down and figure this out from the past action they have taken.  If the VP was given the money to do certain things with the money, that person should turn in receipts to show how the money has been spent (if in fact it has been spent) and also have his books audited for accuracy.  There is a right procedure for doing everything.  The members must remember that they are in a democracy where the majority rules not one person--neither the president nor the treasurer nor the vice president.  So my recommendation is for everyone to "come reason together" on this subject. Try to sort it out so that it will bless everyone--especially the organization.

The Parliamentarian

Camille Bowers wrote:

That's the problem, the minutes do not say anything about the money.  It was discussed that Area D needed seed money to start over but the Treasurer at the time took it upon himself to write the check and give it to Area D.  He told the President that he had done it after he did it.  The current Treasurer, knowing that no other area received any monies and we have one area that is smaller and has less money than any other was not given any money either.  He wanted to see the money returned as a precedent to any future problems in areas where they need seed money to start again.  All areas funds are under one tax id number, the number of TMRA the organization, the areas can use the funds as they need them for their areas unless there is a reason for the State to request it back.  We were trying to right a mistake on the past treasurer's part.  We don't mean that we wouldn't have given the money to Area D but we would have had conditions on paying it back.  I see what you mean about the democracy however, TMRA is a member-run organization with a Board of Directors and Area Officers to guide it -- no one area can vote to overturn a Board decision -- only a General Membership meeting with all members present can do that --


Dear Camille,

Thank you for sending more information.  At the time did any other board members know that this was done?  And if so why wasn’t it put in the minutes?

Now, let me say this.  Since no formal action was taken by the board but only two officers, then the new Treasurer has a right to point out a continuing breach of the rules which he did.   This type of action needs to be voted upon by the entire board and recorded in the minutes.  Therefore it was not right for the Treasurer to write the check; and the VP has no right to keep the money.  It doesn’t matter if its group voted to keep the money.  They have no authority for doing this.  Now what you need to do if find out the procedure for removing an officer and then follow that procedure.  Usually a president alone can’t remove another officer.  So look in the bylaws.  This VP needs to understand that what he or she has done is rebellious.  All members and officers must abide by the bylaws and constitution and the authority of the entire organization.  The Treasurer over step his boundaries. The President overstepped his  boundaries by letting it go after the Treasurer told him.  Now the VP is over stepping his boundaries. Isn’t it interesting how mistakes can gain momentum and cause a great deal of difficulties?  If this is allowed to go on, then you will have completely nullified your constitution and bylaws, and any protection of law for the organization.  You also have opened up an entire can of worms for financial responsibility.  The Board should be more alert to what is going on financially in the organization.  Wasn’t this information in Treasurer’s Reports and why didn’t the Board catch it?  And why didn’t the audit committee catch this mistake?
            Now let me say something about the procedure in your board meetings.  From reading this e-mail, I am convinced that there is a laxity about making motions.  I bet that if I attended your meetings,  I would find that members are discussing things and then thinking they are agreeing about something when no motion has been made, just a topic discussed.  What you need to do at your board meetings is make formal motions from your discussion, and vote on them.  You will then have a record for your minutes of what you have agreed too.  Then only those motions adopted should be recorded in the minutes. Then the secretary should pass along the information to the people who need to carry out the action.  So if the board had voted to give money to Area D then the secretary should instruct in writing that the treasurer send them a check.    Also when the audit committee audits the books they too should have a copy of the minutes to see that all checks written are verified in the minutes.

Your organization might benefit greatly from our latest product “McMinutes: A training Manual for Secretaries.”  This type of problem is taken up in this product.  If you would like to know more about it, go to our Web Site  You will see a complete description of it on the opening page.

The Parliamentarian

Lora Narvid wrote:

Do operating expenses (bills) have to be approved at every meeting? I am
referring of normal expenses- rent, copy/printing charges, etc.


Dear Lora,
    Yes, they are to be approved at every meeting.  This can be handled by a consent agenda which is a wonderful way to take care of business quickly.  If you have our book  Robert's Rules of Order Simplified and Applied, you will see how it is done.

The Parliamentarian


 PS.    The reason the bills need to be voted on at each meeting is that this needs to

go into the minutes for a permanent record of the approved expenses of the organization.  The minutes with this information in it should also be given to the audit committee to see that checks paid have been approved by the members.  This keeps a good control on how the money is handled.