Dear Parliamentarian Vol. 5 May '96
Dear Parliamentarian Vol. 5 May '96
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.
Dear Parlimentarian:,
I tried to find some information on Ad Hoc committees in my Robert's Rules book, but no luck. Please tell us the Hows and Whys of these committees, and how soon they should be formed after stating the need for one. Thank you, once again for your help.
Dianes2BS@aol.com
Dear Dianes,
Our video tape has an entire section about committees, their purposes and how they function. It also has a lot of information about conduction meetings. If you would like a brochure about the video, e-mail us your address and we will send you one.
There are two types of committees. The first is standing committees. These are committees that are essential to the harmonious functioning of the organization. These are written in the bylaws. They are to be permanent. The members of the committee change but the committee itself remains. Examples of these types of committees are program committees, house and grounds committees, building committees, finance, publicity, etc.
When something comes up in an organization and the members want it investigated, it can either go to a standing committee or the members can create an "ad hoc" or "special committee" to investigate it. Let's say a homeowners association wants to buy a new lawn mower . The board might refer it to the standing committee of "house and grounds" to investigate which lawn mower would be best for the association's use. If however, there wasn't a standing committee to refer this matter to, then a "special" or "ad-hoc" committee could be appointed to investigate it. When the committee finishes it's work, the committee automatically ceases to exist. See Robert p. 482. first paragraph on that page.
Parlimentarian
Dear Parlimentarian:
Recently I was at a general meeting where my office was up for election.
At one point the president of the organization stood up an stated ..
" I do not feel that this candidate should continue his office..." and continued listing the reasons that she thought I should not hold office. I think that this is an abuse of authority and that she was out of order by speaking and holding the office of president. I would like your opinion.. By the way, I won reelection.
Thanks for your input..
Robert C Gardner
Dear Robert,
You are right. It was an abuse of power. But remember, the president can get away with anything that the members allow. Someone should have raised a "point of order". Congratulations on winning re-election.
Parlimentarian
Dear Parlimentarian:
I was recently asked to search the Internet for "Robert's Rules". Not knowing what this was I was guided to your home page. The person requesting this information is a local Realtor and sits on the "Board". What he is looking for specifically is when in committee, if a motion was unanimously voted down, what are the rules to bring this motion back up?
I know that this may be an unfair request to your group that I'm asking for free information, but if I am able to show that the information is available, this board member might order either a book or the video that you offer.
This is need for a meeting on Tuesday, May 14, 1996, so time is of the essence. Thank you in advance.
John McNamara
Dear John,
We are here to help everyone. I assume your friend has a copy of "Robert's Rules. His answer is on page 330 under "Renewal of Motions". Any motion defeated (whether the vote was unanimous or not unanimous ) can be brought again before the assembly or committee at the next meeting.
Parlimentarian
Dear Parlimentarian:
I am the vice-chair of the Video Electronics Standards Association, a non-profit California Organization. I am trying to understand the definition of a committee as it relates to the Board of Directors of an Association.
I cannot find anything in our by laws about this and Robert's does not seems to specifically address this.
Our Chairman insists that the Board is a Committee of the general assembly, and Robert's indicates that the Committee Chair "usually takes the most active part in the discussions and the work." The issue is whether the Chairman of the Board always has the right to vote and participate in business conducted by the Board.
I have indicated that the role of Chair is to ensure that the meeting is conducted properly and that his vote is only permitted in the event that it would affect the outcome of the vote or there is a written ballot.
I would like some references that I can research to explore this issue further. Can you suggest any (including ones you sell).
David Penley
Vice Chair
VESA
Dear David,
Do you have the current edition of Robert's Rules? (1990 Ed.) He has an entire chapter devoted to Boards and Committees. See pages 471-535. First of all a board is considered a "type of deliberative assembly". A committee is not.
For general procedures for board business meetings see pages 476 - 478.
How large is your board? If it is more than twelve members it must go by the rules for large assemblies. In that case the chair's responsibilities is to preside and not to have much impute. His responsibility would be to remain impartial, vote only to break or create a tie vote. He could also vote when the vote was by ballot.
If your board is twelve members or less then the rules are different. See pages 477 - 478. Look at dot six on page 478 which states: "The chairman can speak in discussion without rising or leaving the chair; and, subject to rule or custom within the particular board (which should be uniformly followed regardless of how many members are present), he usually can make motions and usually votes on all questions."
Please note the words in bold. If it is your custom for the chair not to vote or take part in discussions then that should be the procedure. However, if the members of the board want to rescind or change the custom of the board, this can be done by a two thirds vote, or previous notice and a majority vote. (Robert's doesn't address this issue but another parliamentary authority that is Robert's based does. It is DEMETER'S MANUAL OF PARLIAMENTARY LAW AND PROCEDURE, p. 243.)
Now that I have shared this information, I would like to add the following: If the chairman of a board has the right to speak, to make motions, to vote on all issues, he still must remain impartial and fair!!! He is not allowed to be "King for a Day" or "Dictator of the Year". Many people think that when they get elected to this position they have a divine right to push through every idea that they think directly comes from God. NOT SO! (I've had a lot of experience working with this kind of chairman.)
Board Chairman have a big responsibility. And that is to walk the fine line between being a member of the board and being the chairman. In a controversial situation, if the chairman has a very strong opinion, and can not keep his impartiality and fairness in conducting the meeting, it is my opinion that he should let someone more objective preside.
Our video has a section about committees and boards and the business conducted in each one. It is very basic information.
I hope this has helped.
Parlimentarian
Dear Parlimentarian:
I am an officer of a local club and have a problem interpreting our by laws and Robert's rules. Our by laws state that our membership drive can only be open from October 1, through December 31.At our January monthly membership meeting it was voted to post a notice that would allow a clearer interpretation of eligibility requirements for membership. Ladies were not members at that time. This notice was posted for thirty days, and was voted on at the next meeting. Question #1: As an organization did we have a right to do this. The vote passed by a 19-13 majority vote. (Our by laws state a 2/3 vote on a by law change is required. We considered this a policy change/interpretation, thus a majority vote need only be acquired.) Question #2: At this same meeting it was voted on and approved, to reopen the membership drive for two weeks to allow all the opportunity to join. Several members who were not at these meetings question the legality of these votes. As an organization did we have these rights since there were posted notices of our intents. Or, are the 12 new members, not really members. Please send me some clarification on these questions as the executive board meets Friday night and would like to update other board members on where we stand. Thank you for any and all help.
Sincerely,
Paul Brody
(I sent an e-mail to Paul asking him to fax me his bylaws so that I could be sure the board did the right thing. Parlimentarian)
Dear Paul,
I received your fax today. I am working on an answer but I need to know this: Were the twelve new members voted on by the membership and adopted by a two thirds vote? Have the new members been notified of their election into membership? If you can get this to me tonight or tomorrow I can then e-mail you my response.
Parlimentarian
Dear Parlimentarian:
Once again I thank you for your quick responses to my inquiries, regarding possible by-law conflicts. In receipt of your e-mail back to me on 22 May 96 17:23 EST. you asked a few questions to help you give a final answer. Your first question was:, Were the 12 new members voted on by the membership, and accepted by a 2/3 vote? The actual results were 19 in favor, 13 against and 1 abstained. Honestly, as long as I have been a member nobody was ever voted upon at a monthly meeting by the membership to become a member, this was always done by the screening panel and those approved by the screening committee were given membership status.(Article IX, section I,B 2, as to what the screening committee is comprised of.) This was all that was previously done as far back as far back most can acknowledge. Once again, we did not feel that this was a by-law change, but a policy clarification, and should only be subjected to a majority vote. This is one area, we, as the executive board, acknowledges was a mistake, and were preparing to "redo", in future membership drives. That is to have the membership body vote on the acceptance or declination of membership. Question #2 was:, Were the new members given notification of their election into membership? The answer is yes. All new members, male/female, were sent letters stating their acceptance into membership, and were given 7 days to pay the clubs initiation fee as well as the years dues. Only 3 prospective new members did not pay, therefore, were obviously not given club membership. All others were given active status, because of dues paid and were asked to be active participants in other club activities, such as picnics, raffles, etc.., which they did, very successfully. These are the same things we ask all other members to do. Most of them are not active at all. I hope I was able to answer the questions the way you needed to make a proper interpretation of our rules, constitution and by-laws. Please e-mail me your response as early as you can, so that I may contact the other officials and tell them your interpretation, so that we can try to prepare for whatever changes that need to be made. Once again, I thank you for your support and help, and maybe these questions can help other organizations with similar questions. I truly appreciate all the time and energy you have given to me and this organization, in an effort to try to do the right thing.
Paul Brody
Dear Paul,
Thank you for faxing me a copy of the bylaws concerning this issue.
Since your bylaws do not say specifically that only men can join your organization, you were right in how you handled the procedure. First, Robert on page 581 under "Some Principles of Interpretation" says that first there needs to be an ambiguity before bylaws can be interpreted. He gives this word of warning: "When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws."
Now, if someone argues about voting to allow women in without amending your bylaws, you can point to this paragraph that I have quoted from Robert's to support you. However, what you have really done is to change the custom or precedence of your organization. It has been the custom to have only men be members of your organization. There is another parliamentary authority, entitled DEMEMTER'S MANUAL OF PARLIAMENTARY LAW AND PROCEDURE , p. 243, The force of custom. "Custom has the force of law in voting procedure as in other areas, until it is ordered stopped by action of the body. To be adopted, motion to discontinue an established custom requires a two-thirds vote without notice or a majority vote with notice." You gave a month's notice so a majority vote was all that is needed to change the custom.
Robert says this about the interpretation: "The ambiguous or doubtful expression should be amended as soon as practicable." (p. 581)
Now about question # 2: If the new members had not been notified of their election and paid their dues ( which you have let me know in another e-mail), then election of the new members would be null and void because you did not follow your bylaws without amending them. Your bylaws clearly state that "the 'Membership Drive' which will be open only from Oct 1 and Dec 31, of the year." And "no new membership applications will be accepted after December 31 of the current year." In essence a majority of your membership voted to counteract your bylaws, which is not in accordance with principle, your bylaws or democratic procedures.
Now here is the problem, in your fax to me you wanted to know if the members have a right to rescind those earlier changes? Action #1 could be rescinded, but action #2 can not be rescinded because Robert states on page 302 that a person elected to membership and who has been notified can not be rescinded. This is definitely a "Catch - 22 " situation. The bylaws have not been followed, so logically that would make the election null and void; but, Robert also says the election can't be rescinded because the members have been notified and they've paid their dues. From your second e-mail, it sounds like they have already become actively involved in your meetings and activities.
After consulting with another parliamentarian, it is my opinion that you have twelve new members. Here is my reasoning: even though the membership has not followed the bylaws, those who applied for membership had no knowledge of this. They applied in good faith. They were notified that they were elected into membership, and they have paid their dues and are participating in the group's activities. Normally the only way members can be removed from membership is through a disciplinary hearing and a vote-- this usually happens when members have done something that would injure the good name of the organization or the bylaws may provide for a way to dismiss members. (This might be for non-payment of dues or not attending bylaw required meetings.)
If as you said in your second e-mail to me that not only was the new procedure for allowing women to apply for membership voted on by the members, but that the new applicants were elected by a majority vote, why didn't someone during all these meetings and the notice that was given to interpret the bylaws, correct it at the time it was happening? This could have solved the problem with the twelve new members.
Here is the procedure for rescinding an action is found on p 299 of the current edition (1990) of Robert's Rules.
The rules concerning rescinding are these:
1. It is a main motion. It needs a second. It is debatable.
2. A motion can not be rescinded if it is impossible to undo (for example spending money, signing a contract when the other party has been notified, when members have been elected to membership and have been notified of it)
3. With previous notice it takes a majority vote to rescind. Without previous notice it takes at two-thirds vote to rescind.
Here is my final comment about this entire matter. When organizations do not follow their bylaws many problems ensue and organizations fall apart. I suggest that the board carefully read the bylaws. If the board doesn't like what they read or they realize they are not following them, then the board should propose amendments to the members to change the bylaws. Bylaws are not set in stone. As organizations change, they need to be looking at the bylaws to see if they need to change, too.
A Basic Principle: Bylaws are either to be followed or to be changed through the amending process. If an organization can't follow the current bylaws then change them to something you can follow.
I believe the real problem here is letting women into the organization. This is not solved by Robert or any parliamentary authority . This can only be solved by the membership itself through discussion and reason.
If you continue to have problems with this, you need to hire a parliamentarian. May I recommend Harold Corbin who is also listed on our web page. You can e-mail him @ HC5642@aol.com.
Parlimentarian
Dear Parlimentarian,
I have served as a president of several non-profit organizations and understand how essential these rules of order are. At present I am concerned about the procedures being followed, or ignored by my homeowner's association.
It is an association of approximately 72 members (households). The meetings are very poorly attended. Rather, not attended at all. The membership is not adequately represented at the meetings when only one or two members attend.
I am concerned about procedures with respect to a recent matter. The association has been raising money through the collection of annual dues. These due have accumulated and the board proposed that we consider doing something with this money.
My concern is that the membership, as a whole, does not know this money exists! If they haven't attended a meeting they have no idea the association has accumulated this money. I am also concerned that if the membership isn't there when the board discusses what to do with the money that the membership will not have a say in where this money goes! The money they have contributed!!
Shouldn't the membership, all 72 members, be advised, in writing, of the status of our treasury and given a mail in ballot to decide what happens with this money?
Thank you in advance for your assistance.
Jamie
Dear Jaime,
What do your bylaws say? Does the board have the authority to spend the money or do the members? Are there membership meetings? Can members come to the board meetings and make motions and vote on motions? Do your bylaws allow for mail ballots?
Many homeowners associations have bylaws written so that the board has all the power. Look at your bylaws. Let me know how it is set up and then I can advise you better.
Perhaps you need to start talking to your fellow neighbors and let them know how important it is for them to come to meetings and participate. This is their community -- everyone should be involved in the decision making!!!!!!
Parlimentarian
Dear Parlimentarian, Your Parliamentary Procedure Resource.
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