Modifying the Board Agenda

If a member of the Board want to add something to the agenda, how should he/she go about doing this? Does a vote need to be taken?

Usually, it is a simple matter of making a motion.  It is good procedure for a board to include in its agenda a place for New Business, usually at the end.  If so, when New Business is reached, a board member can simply make a motion to take up the item.  If it is desired to formally place the item on the agenda, a motion to do so will be needed.  This should be done at the beginning of the meeting by stating: "Mr. Chairman, I move to add the following to the agenda . . ."  If the board has not yet adopted the agenda for the meeting, this motion is in the form of an amendment and requires a majority vote.  If the board has already adopted the agenda for the meeting, this motion requires a 2/3 vote because it amends something that was already adopted.

Some boards have a policy that the chairman will set the agenda.  If so, it may be necessary to seek the approval of the chairman beforehand.  Otherwise, a motion to suspend the rules will be needed and this requires a 2/3 vote.

Adopting a Motion without a Quorum

Do you have to establish in your policies that the group abide by a quorum? If a motion was adopted without a quorum, can it be recinded?

Abiding by quorum is a fundamental principle of parliamentary law.  It is not only required by Robert's Rules of Order Newly Revised, but it is well-settled in the courts that a quorum must exist before any group can take action.  If your organization has not defined quorum in its bylaws, then by common law the quorum is a majority of the members.  If a quorum is not present, then the choices for action are limited to motions to adjourn, recess, set up an adjourned meeting, or to take measures to obtain a quorum.

Robert's Rules of Order Newly Revised states: "In the absence of a quorum, any business transacted is null and void" (page 336). Therefore, there is no need to recind a motion adopted without a quorum because the motion is null and void.

In certain cases, there may be a special need to adopt a motion that is of a timely nature, such as might be necessary to abide by a contractual obligation or for an emergency.  If a quorum is not present, those attending can take action in the hope that it will be ratified at a future meeting.  If, however, the organization fails to ratify, the action taken is the responsibilty and liability of only those who attended the meeting where there was no quorum.

Transition for Newly Elected Boards

Our property owner's association has just elected a new board of directors, and the directors are to elect the officers (president, vp, secretary, treasurer). When the new board members went to set up a time and place for their first meeting, the outgoing president, who is not on the new board, told them he would call the meeting and tell them when and where it would be. His agenda shows he intends to conduct the election of the officers for the new board. Is any of this correct? What is proper procedure for transition between outgoing and incoming boards?

The answers will depend primarily on the procedures laid out in your organization's bylaws.  To the extent that the bylaws state how the transition and election should take place, those procedures must be followed.  It may well be that your organization has a tradition where the outgoing president calls the new board to meet and conduct the election.  If so, this tradition should not be contrary to the bylaws.

Rescind Bylaws?

Can bylaws adopted at this month's meeting be rescinded at the following month's meeting? We were told that they could not go into effect until approved by the national organization.

No.  Bylaws can only be adopted according to the requirements in your organization's bylaws.  Most bylaws have an article on amending the bylaws.  Amending means adding new language, changing existing language, or rescinding existing language.  Usually, bylaws will require previous notice and a two-thirds vote for amendment.  Thus, to rescind the bylaws that were adopted at this month's meeting, notice must be given before the next meeting and a two-thirds vote must be attained at that meeting to rescind what was already adopted.

There may be other special provisions in your bylaws amendment process, such as having a committee review any proposals beforehand.  If any such provisions are laid out in the bylaws, they must be followed.

As for approval by the national organization, this may well be a requirement for your organization, according to national requirements (see the national bylaws).  Technically, the bylaws for your organization go into effect as soon as they are adopted.  If the national organization requires approval and does not give it, then there could be a challenge to your organization's affiliation with the national organization.  Most national organizations will help subordinate affiliates in drafting their bylaws.

Sometimes, it can take some time to get bylaws in proper order and approved by the national organization.  Patience and persistence is the key.

Can Custom Trump Bylaws?

Q: The bylaws for our temple specify the new terms begin immediately after election following the Annual meeting.  The sitting president insists that new terms begin at the end of fiscal year.  The parliamentarian says practice has been for new term to begin after the installation.  Who is right?  Can custom or perceived custom trump by-laws?

Custom does not trump bylaws.  If your bylaws clearly specify when the beginning and ending of the terms are, then they bylaws must be followed.
 
Bylaws are a higher order of rules.  They trump everything but articles of incorporation or state law.  They even trump Robert's Rules of Order Newly Revised.  Bylaws are hard to change for the simple reason is that they are designed to give your organization stability and structure.

Robert's Rules of Order Newly Revised states that bylaws include "all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and a the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension)" (see page 12).

I recommend that you go by your bylaws. If your temple wishes to change the term of officers, then the procedure in your bylaws for amending the bylaws should be followed.

When Should Discussion Be Entertained?

Q: As a pastor of a young and growing ministry I must know I am doing things right.  During any business meeting while entertaining a Motion & Second where should discussion be enteretained?  We have thus far had a Motion & A Second then Discussion... Is this correct?

A motion is properly introduced with three steps:

1. A member Moves it

2. Another Seconds it

3. The chair States the motion (e.g., "It is moved and seconded to refer the pending question to a committee of three")

Once it has been stated by the chair, the motion becomes the property of the assembly. It is now open for discussion.  The purpose of this is to prevent idle and unfocused discussion from taking place. It also forces the members to think about what they want to do ahead of time and come to the meeting with a well thought out plan or proposal.

Shifting Votes to Another Candidate

Q: If a member runs for election to the Association Board, then removes her name from consideration, can he/she request that her accumulated mail-in votes be given to another candidate who is running?


The simple answer is no. Unless there are special bylaws provisions for allowing a candidate to control the application of the votes cash for him, the votes are only good for this one election. The will of the voter was to cast the vote for the person only.

Let us assume that in the three way race, no candidate receives a majority. A second ballot would be required. Before issuing the second ballot, a candidate can encourage those who voted for him on the first ballot to vote for a specific candidate on the second ballot. The voters would still be free to cast their votes as their wish, the desire of the candidates not withstanding.

Duties and Term of Office

Q : At what point do some of the newly elected officers start their jobs?  In particular, is the newly elected Membership Chair able to begin her job a month before the fiscal year?  May she begin by sending out notices that the dues for the new year will be due within the next month, and start the cammpaign for new members, or does the present Chair make the decisions as to how the committee will operate in the new fiscal year?

Robert's Rules of Order Newly Revised states: "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time."  Also . . . "An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy." (see page 430)

If your bylaws do not specify when the term of office begins, it is immediate upon acceptance of the person elected. Some organizations will specify in their bylaws when the term of office begins, such as immediately after the annual meeting, or on a specific date. If there is no special provision to do so, the term begins once the election is final.

As for taking on the duties before assuming office, this is not allowed. The current officeholder has all the rights and responsibilities connected with the office until he/she resigns or until the term of office ends.  Although the newly elected Membership Chair can certainly prepare for her term in advance, she cannot take on the duties until her term begins.  The current Membership Chair has no authority beyond her term and cannot make decisions as to how the committee will operate in the new term.

Vote of Confidence

Q: Every year my organization has to have a "Vote Of Confidence" for its elected officers.  As parliamentarian I cannot find any procedure to do this in Robert's Rules Of Order.  Is there an established voting procedure for this?

You are correct that Robert's Rules of Order Newly Revised (RONR) does not mention such a vote. In parliamentary style governments (i.e., England and Canada), there is a vote of no confidence, which essentially dissolves parliament and forces an election. It is rarely used and rarely successful when attempted. There is no such procedure in America.

RONR does mention the motion to Censure (see page 120). A motion to Censure does not remove the subject of the motion, but serves as a formal reprimand. Censures are embarrassing to the recipient and the result goes into the minutes, to be recorded for all time in the history of the organization. A motion to Censure may be the closest thing to a vote of no confidence.

Your organization, however, uses a vote of confidence. RONR mentions a motion to "commend" as being the opposite of the motion to Censure (see page 131, line 12). Your vote of confidence may be similar to a motion to commend the elected officers.

The important question is what would be the repercussions if the organization rejected the vote of confidence? Unless your bylaws and rules have clear procedures for this, I do not think the impact would be any different than that of rejecting a motion to commend.

You are right to be questioning any type of procedure that is vague and not clearly defined. Your efforts here will prevent future problems from occurring. A rule of procedure should be adopted to define how the vote of confidence should be used and the impact of adopting or rejecting it.

When Can The President Vote?

Q: If there are no restrictions stated in a organization's constitution, is it unconstitutional for a president to vote during elections if he/she is presiding over the election?


The rules here are simple. The presiding officer has the right to vote as any member, however, he/she should refrain from voting as much as possible in order to maintain a sense of impartiality before the assembly. There are three cases when the presiding officer can vote:

1. A ballot vote
The results are secret and the presiding officer does not lose impartiality by voting.

2. A roll call vote
All votes are recorded in the minutes and the presiding officer's vote is recorded just as the other members.

3. Making or breaking a tie
If a tie exists, the motion or election will be lost. The presiding officer can vote "yes" to break a tie, if he has not already voted (cannot vote twice). If a vote is one more in the affirmative, the presiding officer can vote "no" to make a tie and defeat the motion or election.

It is recommended that elections be conducted by ballot. This enables the presiding officer to secretly cast his vote. Otherwise, the presiding officer might be placed in the unenviable position of voting to make or break a tie in an election -- the effect of which will be taken personally by the candidates and may set up the winners of the election with little confidence from the assembly as they begin their term.

Terse Minutes

Q: Our President demanded that our Secretary limit the minutes of a meeting, only including all actions taken, motions and votes, absolutely no discussions were allowed to be in the minutes, the meeting took two hours and the minutes will take about five minutes. This leave most of us in the dark regarding certain things that are in the process, a new sign, a new directory, etc. Can she do that?

Yes, she can and she should. According to Robert's Rules of Order Newly Revised, the minutes" should contain mainly a record of what was done at the meeting, not what was said by the members" (p. 451).

Essentially, minutes should include motions made and actions taken on those motions. If things are in process, there should be a motion tied to that process. For example, "Resolved, that we purchase a new sign." This motion can be postponed to the next meeting or referred to a committee, if the organization wishes to continue consideration. A postponed motion should be treated as a General Order for the next meeting and taken up before New Business. A committee can report back its recommendations when it is ready, and this would be taken up under Reports of Committees. If your organization is discussing matters without a motion pending, it needs to initiate all new items of business with a formally introduced main motion. The disposition of all main motions must be recorded in the minutes and tracked from meeting to meeting (through the use of committee reports and general orders).

I hope this helps.

Open Meetings

Q: I am wondering where I would look to find something I can print that tells if the Texas Open Meetings Act takes precedence over Robert's Rules Of Order.

The answer to this question can be found in Robert's Rules of Order Newly Revised: "Aside from rules of parliamentary procedure and the particular rules of an assembly, the actions of any deliberative body are also subject to applicable procedural rules prescribed by local, state, or national law and would be null and void if in violation of such law" (RONR, p. 3-4)

If your organization is subject to the Texas Open Meetings Act, then it must follow those laws. Robert's Rules of Order Newly Revised is designed to encompass all the procedural needs of an organization that are not first covered in statute, your organization's bylaws, and your organization's special rules. Look to these first and then look to RONR for the answer. In conclusion, laws take precedence over RONR.

Check first to see if your organization falls under the Texas Open Meetings Act, which usually applies only to government entities. I recommend reviewing the following document from the Texas Attorney General web site:  http://www.oag.state.tx.us/AG_Publications/pdfs/openmeetings_easy.pdf

Secretary Casting the Ballot

Q: I have been to a number of annual meetings for various nonprofit organizations. In many cases the Secretary presents the slate of officers and then says something like "and the Secretary casts one for the ballot." I would very much like to know more about why this is done and what it actually means.


This is usually an unofficial and unauthorized procedure that some assemblies customarily use without being aware that it is not allowed. It is often used when only one name has been presented for an office and there is a desire to avoid the lengthy process of balloting. Sometimes the expression is used as follows: "There being no other nominations, the secretary will cast one ballot for the nominating committee's slate" or "I move that nominations be closed and the secretary cast the ballot."

One must remember, however, that even on a ballot with one nominee and even though nominations have been closed, the individual voter may still write in another name. The voter has the right to oppose any choice or nominee, and the only way a voter can cast a vote against a single nominee is to write in an alternative.

According to Robert's Rules of Order Newly Revised: "When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended, even by a unanimous vote. Thus, it it out of order in such a case to move that one person -- the secretary, for example -- cast the ballot of the assembly" (pages 398-399).

Bylaws, however, can be written with almost any special provision. For example, the association bylaws can be written to specify that a ballot election may be by voice vote if there is only one nominee. Unless the association bylaws specifically allow the secretary to cast the vote on a ballot election with only one nominee, the custom you have identified is out of order.

Teleconferencing Rules

Q. When my organization conducts a teleconference meeting, the chair insists on taking all votes by voice, even though we have had several contested and debated issues. Our bylaws have no provisions for teleconferences, even though we use Robert's.

Robert's Rules of Order Newly Revised (page 482-483) states: "The bylaws may authorize a board or committee to meet by . . . teleconference. If they do, then such a meeting must be conducted by a technology that allows all persons participating to hear each other at the same time . . . It is advisable to adopt special rules of order and standing rules, as appropriate, to specify precisely how recognition is to be sought and the floor obtained during . . . teleconferences."

Electronic meetings tend to restrict the deliberative process. For example, telephone conferences allow each individual to hear, but not to see. Studies have shown that hearing has one of the lowest retention rates for communication:

• Reading 10%     
• Hearing 20%
• Seeing 30%
• Hearing and Seeing 50%

When only hearing is available for a meeting, the ability to communicate is cut in half.

Whenever membership rights are to be limited, it must be authorized. Bylaws are inflexible by design, hard to change, and cannot be suspended. Special Rules, however, are easier to change and can always be suspended (with a 2/3 vote). In a meeting context, it is better to have this flexibility. So, authorize with the bylaws, but specify with special rules.

I recommend you approach your chairman and explain to him that teleconferences must be authorized by the bylaws. Also recomend that some special rules be adopted. For example,

"In a teleconference meeting, voting shall be conducted as follows:

a. Unanimous consent shall be used whenever possible and especially for routine business such as adoption of the agenda, approval of the minutes, or adjourning the meeting.
b. A roll call vote shall be taken whenever a two-thirds (2/3) vote is required or whenever a member calls for a Division to verify a voice vote."

This gives your chairman the option to conduct voice votes as long as the attendees are comfortable with it. Also, a 2/3 vote is required to Limit Debate, move the Previous Question, take items out of order from an approved agenda, or otherwise Suspend the Rules. A 2/3 vote cannot be taken by voice and a standing vote cannot be taken over the telephone, so the only option for extra-majority votiing is to do a roll call.

HOA Nominating Committee

Q. Can a member of the nominating committee be a member if they are being nominated for the position on the Board of Directors of a homeowners association?

In general, yes. I looked up your state laws regarding planning communities and could find no restriction on nominating committee procedure. If you wish to be absolutely sure, contact an attorney in your state familiar with HOAs. Also, review your HOA bylaws for any special restrictions or requirements for the nominating committee, as they must be followed. Your state laws do say the following: "Except as otherwise provided in the bylaws, meetings of the association and the executive board shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised."

Robert's Rules of Order Newly Revised (page 419) states "Members of the nominating committee are not barred from becoming nominees for the office themselves. To make such a requirement would mean, first, that service on the nominating committee carried a penalty by depriving its members of one of their privileges; and second, that appointment or election to the nominating committee could be used to prevent a member from becoming a nominee."

It is not at all uncommon for members of a nominating committee to be put forward as nominees. Remember that a nominating committee is only making a recommendation. The voting body has the final say in the election. Make sure that there is an opportunity for nominations from the floor after the nominating committee gives its report. This is an important step to ensure that the will of the voting body is expressed in this most important of all decisions -- determining the officers and directors.

Approving the Minutes

Q. What is the proper procedure for approving the minutes?

In Robert's In Brief on page 14, you will see the correct procedure for handling the minutes.

This motion and the motion to adjourn are so routine, that they are best done by unanimous consent. Robert's recognizes that the normal steps -- move, second, state the question -- are not necessary. Simply have the chair say: "Are there any corrections to the minutes? . . . If there are no corrections, the minutes are approved." If no one objects to this, the minutes have been adopted by unanimous consent.

You are doing the right thing for your organization by learning more about procedure. Remember that the rules exist to help the assembly, not to burden it.

Who Can Move to Approve Minutes?

Q. Can a person move to approve the minutes of the previous meeting even though he was not in attendance at the previous meeting?


Yes. Any person may move, second, or correct the minutes and may vote to approve them. To formally move approval of the minutes means that the maker of the motion has either reviewed the secretary's draft and feels that it is in decent form for approval or trusts the secretary's ability to draft the minutes. It is so routine a question that it is best done by unanimous consent, rather than a formal motion. Seconding simply means that the person wishes to consider the approval of the minutes, but then who wouldn't be in favor of considering and approving the minutes? Again, it is so routine that seconds should not even be required. One doesn't have to have attended the meeting to make a correction. The name of a member mentioned in the minutes might be misspelled and the person who was not in attendance is as capable as anyone to correct such things.

As for voting to approve the minutes, all members should be allowed to do so, even though they may not have attended the previous meeting. Minutes are a legal statement of actions taken. The principle at play here is that an organization, and especially a corporation, speaks through its minutes. If your organization ever finds itself in court, the first question the judge may ask is to see a copy of the minutes. Every member should have a say so in something that important.

Idle Chatter

Q. We have a problem with members talking to each other during our meeting. Do you have a diplomatic way to address this problem?

I would announce the following at the beginning of the next meeting: "The chair will be formally following Robert's Rules of Order Newly Revised for this meeting. Only one person may speak at a time and no one may speak until they first obtain recognition from the chair."

This is the most basic of all rules. It goes back to what we learned in kindergarten when the teacher insisted that we be recognized before speaking. The problem is that your members are the ones who are being rude, so in my opinion, there is no need to worry about being diplomatic. Be firm and be fair, and when they fall back into their bad habits, remind firmly again. It is the job of every presiding officer to do this.

A meeting cannot disintegrate into casual conversations and still be a meeting. When they start talking to each other simply state: "Ms. Smith is the only person recognized to speak at this time." Or you may remind them: "Please direct all remarks through the chair."

Remember that you are doing this to help your organization. Sometimes a little tough love goes a long way. Good luck!