Answer: Under the rules no member can be compelled to refrain from voting simply because it is perceived that he or she may have some "conflict of interest" with respect to the motion under consideration. If a member has a direct personal or pecuniary (monetary) interest in a motion under consideration not common to other members, the rule is that he should not vote on such a motion, but even then he or she cannot be compelled to refrain from voting.

Question: Should proxy votes be counted?

Answer: A "proxy" is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state or other laws applicable to the organization require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use.

Question: I am trying to find some sound guidelines to establish our method of proxy voting. Are there minimum requirements in order for proxy voting to be valid?

Answer: The first thing you should do is consult the statutes regarding proxy voting in the state in which your organization is incorporated. If the state statutes allow proxy voting for your kind of organization, they may require certain procedures for conducting and counting the proxies.

• Are proxies counted in the quorum and how?

• Will the proxy be a general proxy or a limited proxy? A general proxy gives the person holding the proxy the right to vote as the holder sees fit on all issues and motions. A limited proxy is a signed proxy in which the signer stipulates the way that the holder is to vote on specific issues; the proxy holder must cast the member's vote the way the signer designated on the proxy. The difference between a general proxy and a limited proxy is that a general proxy gives the proxy holder the discretion to cast a vote based on information discussed in the meeting.

• Who is in charge of validating the proxy?

• What is the procedure for counting the proxies with voting members present?

• What is the form of the proxy?

• Does your organization really need proxy voting? Will it complicate your meetings, or allow members to stay away so that they don't participate in the discussion? Can this method of voting ultimately put control of the organization into the hands of a few people?

• Is the proxy valid for one meeting, or does it expire after a short period of time?

• Is the proxy revocable?

As you consider the preceding questions, remember why organizations have meetings - so members can meet face to face, discuss and debate the issues, and arrive at a reasonable agreement through a vote. Members often come to meetings thinking that their minds are already made up about certain issues, but after hearing the discussion, they change their minds and vote differently. Proxies cut out that process.

Question: Can votes be taken in an executive session?

Answer: Yes, votes can be taken in executive session. Proceedings in an executive session are secret, but are not restricted in any other way.

Question: When a roll call vote is taken on a motion, what is the order of the roll call vote? In other words, who votes first, second, and so on? Does this order change from motion to motion?

Answer: The secretary takes the roll call in alphabetical order, but the president's name is read last, and only when it will affect the vote. When a member's name is called, he or she can vote yes, no, abstain, or present (which also means to abstain). If a member is not ready to vote, he or she answers "pass." Once the secretary reads the roll, the secretary calls again the names of those members who answered "pass," giving them one more opportunity to vote.

As the secretary calls each member's name, the secretary repeats how each member votes and marks it by the member's name. At the conclusion of the roll call, the president can ask if everyone who wants to vote has voted. At this time, members can also change their votes before the secretary tallies the votes and the president announces the result.

The secretary gives the final number of those voting on each side and the number of those abstaining to the president. The president announces the result and declares the motion adopted or defeated.

Question: At our monthly meeting we had a member come in late during the middle of a vote. Everyone stopped and explained to her the motion and discussion which ending up taking 15 minutes. The member then added in her vote to the others. Her interruption created confusion, with some people complaining they had lost track of what was occurring. What is the proper procedure when someone comes in during the middle of a vote?

Answer: The proper procedure is to continue to take the vote. An interruption of a vote can happen only before any member votes. However, an exception is that members can transact other business during the counting of a ballot vote.

It is unfair for a member to arrive late and then hold up the other members. This person knew what time the meeting began and chose to arrive late. That member should not expect other members to stop everything and explain what has transacted. A basic principle of democracy is government by the majority, not by one person.

Question: Does a member have to vote?

Answer: No. Choosing not to vote is abstaining. Even though having each member vote is in the best interest of the member and the organization, no one can compel a member to vote.

Question: Is there a time when a member is not allowed to vote?

Answer: Yes, when a motion is of direct personal or monetary interest to the member and to no one else, the member should not vote.

Question: Is there a time when a member can vote on a motion that directly affects him or her?

Answer: Yes, when the member is named with other members in a motion. For example, when the member is a delegate to a convention or when the member is nominated for an office.

Question: Can a member vote if his or her dues are not paid?

Answer: If a member has not been dropped from the rolls and is not under disciplinary action, the member still has the full rights of membership, including the right to vote, unless the bylaws specifically address this situation.

Question: Can a member change his or her vote?

Answer: Yes, a member has the right to change his or her vote until the result is announced. After the result is announced, however, the member can change his or her vote only by permission of the assembly. Permission can be granted by general consent or by a motion to grant permission which needs a second, is undebatable, and takes a majority vote to adopt.

Question: Who makes the final decision on judging voting procedures?

Answer: The assembly makes the final decision on judging voting procedures unless the bylaws state differently. For example, if the tellers are unsure about how a ballot is marked, they can bring it to the assembly to decide.

Question: What is an illegal vote and how is it counted?

Answer: An illegal vote refers only to a vote taken by ballot. An illegal vote is a ballot:

• That is unreadable.

• In which someone who is not a member of the organization has been voted for (for example, in an election if someone writes in "Batman").

• In which a person who is a member but does not meet the eligibility requirements to run for office has been voted for.

• In which two or more written ballots are folded together. However, if a blank ballot is folded inside a written ballot, it is not considered an illegal vote because blank ballots are not counted.

• In which someone votes for too many candidates for a given office (this part of the ballot is considered illegal but not necessarily the entire ballot).

• That has been cast by someone who is not eligible to vote.

Question: What happens to an illegal ballot?

Answer: An illegal ballot is not counted, but it is considered in the number for establishing the majority. It is listed on the ballot counter's report as an illegal ballot. For example, if 20 people vote, a majority is 11. If 10 people vote for candidate X, 8 people vote for candidate Y, and 2 votes are illegal (one is unreadable; the other voted for King Arthur), no one wins because no one received a majority vote. Another vote is required.

Question: How should the ballot counters collect a ballot vote?

Answer: There are three possible ways:

• Members can come to the front and drop their ballots in a ballot box under the charge of two ballot counters.

• Ballot counters can pass a receptacle to collect the ballots, with one ballot counter collecting the ballots and the other following to make sure that each member casts one ballot.

• Members can hand their ballots to a ballot counter, who feels to see that only one ballot is cast; the ballot counter then deposits the ballots in a container.

NOMINATIONS AND ELECTIONS

Question: Do you need a second on a nomination? For example, I nominate Jack Lloyd as chairman. Do I need a second before his name can be put on the ballot for this position?

Answer: No second is required. On a ballot, you can write the name of any member who is eligible to serve. Also, Robert's Rules of Order clearly states that a person does not have to be nominated to be elected. Thus, on a written ballot someone can gain election through a write-in campaign.

Question: Are there any rules, in Robert's Rules of Order or elsewhere, that forbid a person from running for two offices at the same time, such as president and vice president, or president and senator? This situation has come up during nominations for officers and directors at our conservation club, and we need clarification.

Answer: There is no general parliamentary prohibition against a person being nominated for more than one office unless the bylaws of an organization prohibit it. However, it is usually understood that members hold only one office at a time. If a member is elected to two offices and he or she is present when the election takes place, the member should choose which office he or she wants to serve. If the member is not present, the other members can decide which office they want him or her to serve.

If you can await the logical sequence of events, the situation may resolve itself. Perhaps the member will be elected to only one office. If not, the preceding information will help you decide what to do next.

Question: After the floor is closed for nominations, can the president reopen the floor for nominations? And if so, in which cases or circumstances?

Answer: Robert's Rules of Order says that a majority vote can reopen nominations for any reason. A member needs to make the motion to reopen the nominations, or the chair can assume a motion by stating:

Chairman: Is there any objection to reopening the nominations? Hearing none, nominations are now reopened.

If there is an objection, the chair takes a vote.

Chairman: All those in favor say "Aye." Those opposed say "No." [Announce the vote.]

One case for reopening nominations is when someone is elected to office and then immediately declines the position. Another case is when the assembly voted many times but no one received enough votes to be elected, and the members want to consider adding someone else's name to the list.

Question: Does the nominating committee have the only right to nominate an officer, or can a member also nominate someone? And if a member can do it, what is the procedure for getting the floor and nominating someone?

Answer: Check your organization's bylaws for specifics on the nominating and electing process. Those are the rules that the members must obey. However, in general parliamentary terms, any member should be able to nominate an officer. For example, if the nominating committee disagrees about a nomination, those on the committee who are in the minority may propose other nominees for some or all of the offices when the presiding officer asks for nominations from the floor (from the members).

In Robert's Rules of Order, this is the general procedure for nominations:

1. The nominating committee gives its report by stating the nominees for each office.

2. The presiding officer repeats the nominations of the committee for each office and asks,

   President: Are there further nominations?

   At this time, any member can rise and nominate someone (a nomination does not need a second), unless your organization's bylaws state differently.

3. The presiding officer repeats the nomination and asks if there are any further nominations. This continues until no one responds, and the presiding officer closes the nominations for that office and goes on to the next office. Robert's Rules of Order says that bylaws or standing rules should clearly state the procedure an organization follows.

   If your organization is not following this procedure of taking nominations from the floor, check the bylaws or standing rules to see whether they prohibit it. If there is no prohibition and the presiding officer does not ask for nominations from the floor, you can raise a point of order. However, talking to the presiding officer before the meeting and showing him or her the pages in Robert's Rules of Order that explain the procedure is better.

   If your organization takes the vote by ballot, you can also wage a write-in campaign. According to Robert's Rules of Order, a member does not have to be nominated to be elected, but the member does have to be eligible to serve. So, in the case of a ballot vote, writing in the name of someone who has not been nominated is possible.

Question: Our church bylaws require the nominating committee to present "a slate of candidates" for the board of trustees (among other bodies). In terms of parliamentary procedure, does "a slate" mean only the number of candidates equal to the number of vacancies, or may it mean at least a number of candidates equal to the number of vacancies? (Webster's defines slate as "a list of candidates. . . .")

Answer: A slate means a nominee for each office. If you have three offices to elect - president, secretary, and treasurer - a single slate is one nominee for each office. A multiple slate is more than one nominee for each office. From a parliamentary law point of view, it is best for the nominating committee to choose only one nominee (the best one) for each office. If the committee members are required to come up with more than one candidate, they may have to choose someone who isn't as qualified. If they choose two who are equally qualified, one is sure to lose, and the loser may decline to be nominated again. Electing officers in organizations is different than national elections where citizens always have two candidates from which to choose. In organizations, it is best not to make members compete against each other. Organizations need to promote cooperation. However, if the members feel that the nominating committee is playing politics and is not nominating the best candidate, the members should nominate someone else.

QUORUM

Question: Is it true that, once a quorum has been established, it continues to exist no matter how many members leave during the course of the meeting?

Answer:
No. Once a quorum at a meeting has been established, the continued presence of a quorum is presumed to exist only until the chair or any other member notices that a quorum is no longer present. If the chair notices the absence of a quorum, he or she should declare this fact, at least before taking any vote or stating the question on any new motion. Any member noticing the apparent absence of a quorum can and should make a Point of Order to that effect whenever another person is not speaking. It is dangerous to allow the transaction of substantive business to continue in the absence of a quorum. Although a Point of Order relating to the absence of a quorum is generally not permitted to affect prior action, if there is clear and convincing proof no quorum was present when business was transacted, the presiding officer can rule that business invalid (subject to appeal).

Question: I am interested in the rules about quorums as set forth in Robert's Rules of Order. What is the least number needed to open the board of directors' meeting? Is it just one more than 50 percent?

Answer: Your bylaws should specify the quorum. If they don't, Robert's Rules of Order states that a quorum is a majority (more than half) of all the members.

In boards or committees, if the quorum is not established in the bylaws, by rule of a parent organization, or by state statutes, the quorum is a majority of the members of the board or committee. A board or a committee does not have the power to establish its own quorum unless the bylaws give that power. So, look at your bylaws carefully to make this determination.

Question: I am looking for information on how many members must vote to form a quorum with committee sizes of five, seven, and nine.

Answer: The members do not vote to form a quorum. Your governing documents, preferably your bylaws, should state the quorum of your committees. However, if no quorum is stated, Robert's Rules of Order says that the quorum is a majority of the members of the committee:

The quorum of a five-member committee is three.

The quorum of a seven-member committee is four.

The quorum of a nine-member committee is five.

THE PRESIDENT

Question: Does a president of the board of directors have the authority to refuse to let an issue come before the board?

Answer: No, a president does not have this authority unless your organization has a written rule that says otherwise. The president can rule a motion out of order if it conflicts with your bylaws; corporate charter; or national, state, or local laws. He or she can also "object to consideration of the question," but that does not prevent the motion from coming before the board. The rest of the board must vote on this motion.

Question: Does the president of the board of directors have the right to deny a guest permission to speak at a board meeting? The guest is a club member.

Answer: Board meetings are usually conducted in executive session, which means that only members of the board can attend. A guest would not be allowed to come to the meeting unless your board meetings are open meetings, or unless he or she was invited by the board to give input on an issue because the guest had special knowledge about the subject. In that case, after the guest had spoken and answered any questions, he or she would leave and would not be allowed to participate in the debate.

Question: Our committee has seven members, and an extra person has just shown up. Can I refuse to let that person speak or take part in the discussion?

Answer: Committee meetings are conducted in executive session, and only members of the committee can attend. Unless a member is an ex officio member of the committee, he or she has no right to just show up and ask to participate in the committee meeting. Politely escort the member to the door and explain that only committee members are allowed to attend. (This is true unless your organization has rules to the contrary.)

Question: One of our members constantly causes problems because he and his wife don't like the club president. What can we do to stop him? This problem wastes our time and energy.

Answer: Your president was voted in by a majority of the members and deserves everyone's support. It sounds to me as if you have a democracy problem in your organization - members who don't understand the concepts of democracy, which require all members to abide by the majority rule even if they did not vote with the majority. The most diplomatic tactic is for you to talk with these people and try to persuade them to be cooperative and encourage them to work with the president. These members need to see how detrimental their actions are to the entire organization.

Question: How can a member of an organization bring items to the floor if the president refuses to put them on the agenda? The agenda does not include "old or new business" or "unfinished business." It is also not customary for the association to approve the agenda at the beginning of the meeting. Can I ask for the approval of the agenda? Or can I make a motion at any time to include an item or items on the agenda?

Answer: Yes, a member can bring items to the floor if the president does not put them on the agenda. The agenda is designed to serve the entire organization by bringing order to the meeting and helping members keep on track. It is not the president's agenda or his or her idea of what should go on at the meeting. The president has not been elected to enforce his or her will on the assembly. He or she has been elected to lead the organization and to be impartial and fair in conducting the meetings.

The agenda should follow a standard order of business such as the one found in Robert's Rules of Order. It should include unfinished business if there is any. Unfinished business is business left pending at the last meeting or postponed to the current meeting. You can find any unfinished business in the minutes of the previous meeting. The secretary should read the minutes at the beginning of the meeting so that members know whether there is any unfinished business. If the president does not bring it up (the president and the secretary are responsible for putting it on the agenda), a member can bring up unfinished business by rising to a parliamentary inquiry:

Member: Mr. President (or Madam President), I rise to a parliamentary inquiry.

President: Please state your inquiry.

Member: The minutes state that X motion was postponed to this meeting. I noticed that the agenda doesn't list any unfinished business. Will the president kindly inform this member when it will be presented to the assembly?

The president is now responsible for telling you when motion X will be brought up. By using this technique, you alert the members that something has been left off the agenda, and you do so in a nice way.

Is your president a dictator or just uninformed? If the president is uninformed, perhaps you can privately show him or her the order of the business meeting in your parliamentary authority. If the president is a tyrant who wants to do things his or her way, you have a bigger problem.

After the minutes are read and before members transact any other business, rise to a parliamentary inquiry and ask why no unfinished business or new business is on the agenda. You can then ask that the following items be added to the agenda. If the president does not do this, make a motion to adopt the agenda with unfinished business and new business added to the agenda. This motion needs a second and requires a majority vote to adopt.

If the president continues to ignore you, raise a point of order. If he or she ignores the point of order, make the motion again. If your motion is seconded, and the president still ignores the motion, you have the right to place the motion before the board, ask for discussion, and take the vote.

You can use this technique anytime the president ignores a legitimate motion that has been seconded. However, you must exactly follow all the steps previously given.

Question: What can members do when the president oversteps his or her role as facilitator, and how do you correct the mistake? Also, is the president solely responsible for appointing members of committees from the board?

Answer: To correct the president during a meeting, the procedure is to stand and say:

Member: Madam President (or Mr. President), I rise to a point of order.

Or just stand and say:

Member: Point of order.

The president should respond:

President: Please state your point.

You now state the correct procedure. The chair then rules on your point. Either the chair agrees with your point and corrects what he or she is doing wrong, or the chair does not agree with your point and proceeds with what he or she is doing.

President: Your point is well taken.

or

President: Your point is not well taken.

If you don't agree with the chair's ruling, you can appeal from the decision of the chair. This needs a second. However, if the chair doesn't know the proper procedure, you should speak with him or her outside the meeting and share helpful information.

You can find the answer to your second question in your organization's bylaws or standing rules. For the president to have the power to appoint committees, the bylaws must give him or her that authority. If the bylaws do not say who appoints committees, the assembly appoints them.

Question: Can members conduct business after a meeting is officially adjourned? In this case, the meeting was adjourned, the office manager went to the door to ascertain that a certain leader left, and then the manager reconvened the meeting to do business.

Answer: What was done was unethical, undemocratic, and unkind. Any business transacted after the meeting adjourned is null and void. When a meeting adjourns, it is over. Robert's Rules of Order states that the chair can call a meeting back to order in only one situation - when a member was trying to obtain the floor, before the chair declared the adjournment, for the purpose of

• Giving an important announcement.

• Making the motion to reconsider.

• Making the motion to reconsider and enter into the minutes.

• Giving previous notice about a motion to be made at the next meeting.

• Setting the time for an adjourned meeting.

When the manager tried to reconvene the meeting, someone should have stopped him or her immediately. This group can't function harmoniously if members are purposely being left out of business and discussion.

Question: Can a president make a motion or second a motion?

Answer: It depends. In a board meeting of fewer than 12 members (unless you have rules to the contrary), a president can make motions, second motions, discuss motions, and vote on motions. In a general membership meeting, the president is to remain impartial; he or she should not make a motion or second it. However, there is an exception. For example, say the treasurer presents a bill to be paid. The president can assume a motion and say:

President: The treasurer has presented a bill for X dollars. Is there any discussion? All those in favor say "Aye." Those opposed say "No."

The president then announces the vote. This is a great way to expedite business.

The other situation in which a president can make a motion is when he or she steps down from the chair and lets the vice president preside until the motion is dispensed. However, the best practice is for the president to find another member who is willing to present the motion.

When someone is elected to the office of president, that person must remember that he or she serves all the members. The effective president in any organization is one that remains impartial in conducting the meetings.

Question: At a recent city council meeting, the mayor said, "As chairman, I always have the last word in any discussion." He also said that he looked this up in Robert's Rules of Order. I have been a member of a real estate board for the past 13 years and have used Robert's Rules - I do not remember ever seeing that the chair always has the last word. Is there such a reference?

Answer: Oh, if we could all have the last word! There is one time when the chair has the last word, and that is on a debatable appeal to the chair's ruling. According to parliamentary rules, in a debatable appeal, the presiding officer has the first right to speak to the appeal and the last right to speak to the appeal. The other time the presiding officer has the last word is when saying, "The meeting is adjourned" (and then only if the other members agree about adjourning!).

THE SECRETARY AND MINUTES

Question: Is it necessary to summarize matters discussed at a meeting in the minutes of that meeting in order for the minutes to be complete?

Answer: Not only is it not necessary to summarize matters discussed at a meeting in the minutes of that meeting, it is improper to do so. Minutes are a record of what was done at a meeting, not a record of what was said.

Question: With the advent of new technology, what is the appropriate method to use in binding minutes?

Answer: You can purchase secretary's books of blank pages that secretaries can print on a computer and, when the book is finished, bind at a printer's. One of these books costs approximately $75. It includes the original hardcover book with paper, which is why it is expensive. It is refillable, however, so after the initial purchase, you only have to buy paper. After you type the minutes into the computer, remove the necessary number of blank pages in the book and use your printer to print the minutes on them. Replace the printed paper into the book. When you use up the paper, take all 150 pages to the printer's and have the book bound and labeled with a date. You can then order more paper and put it in the book. Any office supply store should be able to show you product options.

Question: If minutes of a previous meeting are corrected, are the corrections entered in the minutes of the meeting at which the corrections were made?

Answer: If corrections to minutes are made at the time when those minutes are originally submitted for approval, such corrections are made in the text of the minutes being approved. The minutes of the meeting at which the corrections are made should merely indicate that the minutes were approved "as corrected."

If it becomes necessary to correct minutes after they have initially been approved, such correction can be made by means of the motion to Amend Something Previously Adopted. In this event, since the motion to Amend Something Previously Adopted is a main motion, the exact wording of that motion, whether adopted or rejected, should be entered in the minutes of the meeting at which it was considered.

Question: Do you have any information on the proper form of minutes? What should they include? What can the secretary leave out? Is there a difference between a formal meeting and an informal one as far as minutes are concerned? I am responsible for the minutes of four different types of meetings and want to understand the proper and legal requirements that would apply to these.

Answer: For the most part, the form of the minutes is the same. Minutes record what is done at the meeting, not what is said. However, if any of these organizations publish their minutes, you need a digital voice recorder because everything goes into the minutes word for word. Check with the Secretary of State's office in the state in which your company is incorporated to see if there are any specific guidelines for the legal requirements of minutes. If so, you need to follow them. The important thing to remember about minutes is that they are the legal document of the meeting. Ask yourself, "If we went to court, what would be most helpful to the judge or jury in deciding an issue?" Sometimes putting background information into the minutes is important because doing so helps explain why the assembly took a particular action. Recording a counted, roll call, or ballot vote may provide proof that a quorum was present.

Question: What is the main job of the secretary? If the secretary isn't cooperating with the board, does the board have any controls over him or her? Can the board dismiss the present officer and elect a new one? If so, how do you carry that out?

Answer: The role of a secretary is very important in any organization. Your organization's bylaws should state the duties of the secretary, but Robert's Rules of Order also lists the secretary's duties. In general, the secretary is responsible for:

• Keeping the list of all the members and all the records of the organization, including committee reports, on file.

• Notifying members of their election to office or appointment to committees and furnishing them with the proper documents.

• Notifying members of election or appointment to be a delegate at a convention and furnishing them with credentials.

• Signing all the minutes and other certified acts of the organization, unless the bylaws specify differently.

• Maintaining the official documents of the organization, including the bylaws, rules of order, standing rules, and minutes. The secretary keeps the bylaws and other governing documents up-to-date with any changes made through the amendment process and brings these documents to the meetings.

• Mailing to each member meeting notices.

• Taking minutes at all business and board meetings, handling the correspondence, and preparing the agenda for the meetings unless the president prefers to do so. The secretary must know how to call a meeting to order if the president and vice president are absent and know how to preside until the assembly elects a temporary chairman.

The secretary should cooperate with all members and be of service to the entire organization. Your bylaws should provide you with the procedure to remove a secretary who is not cooperative (or any officer not performing his or her duties). If there is no provision for removing this officer, and if your bylaws do not state that the officer serves a certain period of time "or until the successor is elected," you must hold a trial for removal.

If the bylaws provide for removal, follow that procedure. If your bylaws state "or until the successor is elected," you can rescind the election. This requires previous notice and a majority vote, or without previous notice, a two-thirds vote or majority of the entire membership. If the officer is removed, the members can fill the vacancy created by holding an election at the same meeting.

OTHER OFFICERS

Question: How can we get rid of officers we don't like before their term is up?

Answer: It depends. If the bylaws just state a fixed term for the officer, such as "two years," or if they say the officer serves for a specified term "and until [the officer's] successor is elected" (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges by such a committee, and the conduct of a formal trial. The procedure is complex.

On the other hand, if the bylaws state a term for the office but add "or until [the officer's] successor is elected," or contain other wording explicitly indicating that the officer may be removed before the term expires, then the election can be rescinded and a successor then elected for the remainder of the term.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed.

Question: We are a small neighborhood association (20 members) with a president, vice president, recording secretary, corresponding secretary, treasurer, and chairman of the board. The bylaws don't spell out the chairman of the board's duties. Just what does a board chairman do?

Answer: If your bylaws don't give the chairman any duties, his or her primary duty is conducting the board meetings; the association president conducts the membership meetings.

Question: Is it possible to withdraw a resignation after it has been submitted?

Answer: A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn - that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval.

Question: Does the parliamentarian have a vote on motions, and can he or she speak to motions?

Answer: If the parliamentarian is not a member of the organization, he or she is not entitled to vote or debate motions. If the parliamentarian is a member and sits in front by the president, he or she is not entitled to make motions, discuss motions, or vote. People look to the parliamentarian as an authority (and therefore impartial), and it is improper for him or her to sway the vote. However, the parliamentarian, if a member, can vote in a ballot vote just as the president can.

If a member is considered the parliamentarian and sits with the assembly during the meetings (and does not advise the chair during the meetings), that person may have the right to make motions, discuss them, and vote.

Question: Can you please give me some insight as to how the parliamentarian should act during a meeting? I want to know how much input this person is allowed during discussion on a particular matter.

Answer: How the parliamentarian should act during a meeting is dependent on several things. If the parliamentarian is a member of the organization, he or she has all the rights of the members - to make motions, debate, and vote - except when he or she is seated in the front next to the president. When the parliamentarian is seated by the president, he or she gives up the right to make motions, debate, and vote (except in a ballot vote). The parliamentarian is there only as an advisor. Any comments made to the president should be inconspicuous. He or she only gives advice; the president still makes the rulings.

If the parliamentarian is a member of an organization that wants him or her to serve in that role, the member can choose not to sit by the president when serving as the parliamentarian. In this way, he or she doesn't give up the right to speak and vote. Note that this decision does not prevent the parliamentarian from meeting beforehand with the president to go over the agenda. In many cases, the parliamentarian can write a meeting script for the president to follow if the officer is not familiar with conducting meetings. Before the meeting, the parliamentarian can discuss with the president any controversial issues or any procedures with which the officer is unfamiliar. The parliamentarian and the president can then discuss ways to handle any problems that may arise during the meeting. If the members get lost in the meeting, the president can ask the parliamentarian to clarify the correct procedure. The parliamentarian can speak from where he or she is seated and tell the assembly the correct procedure. It is then the president's duty to decide what to do. (The president always makes the rulings.)

A parliamentarian is an advisor; the position is not one of power. Unfortunately, this office is misused in many organizations.

EX OFFICIO OFFICERS AND MEMBERS

Question: I am the recording secretary for the Real Estate Advisory Board. We are trying to set up some bylaws. We are looking for a definition of ex officio member and need to know whether such a member has voting rights.

Answer: You need to first adopt a parliamentary authority. Robert's Rules of Order is an example of a parliamentary authority. When you adopt an authority, it will help you define ex officio member. A person usually becomes an ex officio member of an organization by virtue of his or her office. Many times the president of an organization is an ex officio member of a board or committee. Perhaps you want someone in the community who works in a related field to be an ex officio member of your board. If that person leaves his or her position, he or she is no longer a member of your board, but whoever follows that person then becomes a member ex officio.

An ex officio member has all the rights of membership: the right to make motions, debate, and vote. Members who are ex officio and who are also regular members of the organization are counted in the quorum. Those who are not members of the organization are not counted in the quorum, but they still have the rights of membership.

Question: My church's bylaws provide for ex officio members on the various governing boards and committees. The bylaws are silent, however, regarding the voting rights of these ex officio members. Do ex officio members count toward a quorum?

Answer: If the ex officio members are church members, they count in the quorum and have the right to make motions, debate, and vote. If the ex officio members are not members of the church, they have the right to make motions, debate, and vote, but they are not counted in the quorum.

MEETINGS

Question: Can we hold our board meetings by conference telephone call?

Answer: You may hold board meetings by conference telephone call only if your bylaws specifically authorize you to do so. If they do, such meetings must be conducted in such a way that all members participating can hear each other at the same time, and special rules should be adopted to specify precisely how recognition is to be sought and the floor obtained during such meetings.

It should be noted in this connection that the personal approval of a proposed action obtained from a majority of, or even all, board members separately is not valid board approval, since no meeting was held during which the proposed action could be properly debated. If action is taken by the board on the basis of individual approval, such action must be ratified by the board at its next regular meeting in order to become an official act.

Question: What is the procedure for ensuring that items are not added to the agenda during the actual board meeting? Or, how do you prevent this from occurring?

Answer: If the agenda is not adopted at the beginning of the meeting, any member can add items by making a motion to add an agenda item at the time when the chair calls for new business. If a majority vote adopts the agenda at the beginning, amending the agenda by adding something to it requires a two-thirds vote.

The purpose of an agenda is to keep order, keep the meeting on track, and expedite business. The agenda should be flexible, enabling members to bring business before the assembly, not preventing them from bringing business. Only items requiring notice cannot be added.

One reason for adopting an agenda may be that the meeting time is short; adopting the agenda thus expedites the business so that the organization can complete it all. An agenda should not be adopted for the purpose of excluding ideas.

Likewise, the president should not impose his or her own agenda on the members. The president is to preside and see that the members' wishes are carried out and that all members have the right to bring business before the board. The chairman protects everyone's rights by preventing dilatory motions. Members should decide what comes before the board.

Question: We are between sessions of a meeting that was adjourned to meet tomorrow. A controversial motion is on the floor, and we need to know who has a right to vote at the meeting on Friday. Our bylaws state that only members who are current in dues and who have attended at least three meetings in the previous twelve months can vote. The question is: Does the sign-in sheet for the first session on Wednesday serve as the sign-in for the second session? Or, if more qualified members attend, are they allowed to vote?

Answer: An adjourned meeting is a legal continuation of a meeting. The meeting that happens tomorrow is therefore a legal continuation of the meeting held on Wednesday. It is not a second meeting. Therefore, the people who signed in at the Wednesday meeting are still considered present unless you mark them off the sheet as having left the meeting early. And, anyone coming to this meeting who wasn't at the meeting on Wednesday is signing in as someone who came in late to the meeting. Having a sign-in sheet entitled "Adjourned meeting" with Friday's date and then stapling it to the sign-in sheet of the Wednesday meeting may be wise.

The rule for voting privileges at the adjourned meeting is the same as the rule at the regular meeting on Wednesday evening. The Friday meeting is not considered a separate meeting.

Based on the information given in your question, if someone did not come to the meeting on Wednesday evening but attends tomorrow and is current in dues and has attended at least three meetings in the previous twelve months, that member is allowed to vote. It is as if the person came in late. Would you allow latecomers to vote if this meeting were held all in one day? If so, they can vote at this adjourned meeting.

Question: How can I get an item on the agenda for a meeting?

Answer: For a proposed agenda to become the official agenda for a meeting, it must be adopted by the assembly at the outset of the meeting. At the time that an agenda is presented for adoption, it is in order for any member to move to amend the proposed agenda by adding any item which the member desires to add, or by proposing any other change.

It is wrong to assume, as many do, that the president "sets the agenda." It is common for the president to prepare a proposed agenda, but that becomes binding only if it is adopted by the full assembly, perhaps after amendments as just described.

Question: We have received information that at an upcoming not-for-profit board meeting, some people plan to attend who are not duly elected but who are concerned. It seems logical that non-members cannot attend, because otherwise we would have a free-for-all at meetings. The organization's constitution is silent on the matter. Is there a source that answers this question?

Answer: Robert's Rules of Order states that board meetings are customarily held in "executive session," which means that only the elected board members can attend.

Do these members of the organization have a specific issue that they want to bring to the board? If they do, why not give them a hearing? After they've had their say, politely ask them to leave, or escort them graciously to the door, assuring them that the board will conscientiously consider their request and will make the board's decision known.

Another course of action is for the board to ask the members of the organization to put their concerns in writing. The board can then take up their concerns at another meeting.

If these people are curiosity seekers wanting to see what the board is up to, explain that the meeting is closed and is for board members only and that the full body of the organization will receive the board's report at the next regular membership meeting.

Usually the board is authorized to handle business between membership meetings, with the members having the right to override board decisions unless duties are specifically given to the board in the bylaws.

Question: Can the chair of a committee make a motion during the committee meeting?

Answer: Yes, the chair can make motions, debate motions, and vote on motions. In committees, the chairman is usually the most active participant in the committee work. This is true for committees smaller than 12. If a committee is a public body, the rules may differ. If the committee is larger than 12, the chairman is more of a presiding officer at meetings, and the rules of formal meetings apply to committee work. That means that he or she can't make or debate motions and can vote only to make or break a tie vote, or in a ballot vote.

Question: If a member of a board has a profound conflict of interest, should he or she leave the meeting during the time the area of conflict is under discussion? Is there a specific citation for a ruling?

Answer: First you need a definition for conflict of interest. A conflict of interest is a question of direct personal or monetary interest that is not common to other members of the organization. However, if the member is being considered with other members in a motion or is being elected to office, he or she is allowed to vote. The general principle in parliamentary law is that when a member has a conflict of interest, he or she does not enter into the discussion or vote on the matter. However, there is no rule that says the member has to leave the room when others discuss the issue. The other principle of parliamentary law is that if the member is not allowed to vote, he or she is also not counted in the quorum. Be forewarned: If a member is not able to vote on an issue and his or her participation is needed for a quorum, members can't take a vote on the issue.

MOTIONS

Question: Does a resolution need to have a second?

Answer: A resolution is a formal way of phrasing a main motion. If a single member proposes it, it needs a second. If a committee of more than one votes to present a resolution to the membership, it does not need a second.

Question: Must debate on a motion stop immediately as soon as any member calls the question?

Answer:
It is a fairly common misconception that, after debate has continued for some time, if any member shouts out "Question!" or "I call the question!", debate must immediately cease and the chair must put the pending question to a vote. This is simply not the case. Any member who wishes to force an end to debate must first obtain the floor by being duly recognized to speak by the chair and must then move the Previous Question. Such a motion must be seconded, and then adopted by a two-thirds vote, or by unanimous consent. It is not in order to interrupt a speaker with cries of "Question" or "Call the Question," and even if no one is speaking, it is still necessary to seek recognition.

Question: If a motion has been rejected, can members bring the same motion before the membership to vote on it again?

Answer: A main motion that is defeated usually cannot be brought up again at the same meeting (unless someone who voted on the prevailing side moves to reconsider the vote, or unless time or circumstance change the motion). However, members can bring it up again at another meeting. This is called renewing the motion.

Question: Is it always in order to move to table a motion to the next meeting?

Answer: This question confuses the motion to Lay on the Table with the motion to Postpone to a Certain Time. The purpose of the motion to Lay on the Table is to enable an assembly, by majority vote and without debate, to lay a pending question aside temporarily in order to take up something else of immediate urgency. In regular organizations it is rarely needed, and hence seldom in order.

Question: I have read many guides that tell you what to do but not exactly how to do it. For example, when someone makes a motion to do something, what are the exact words to say and what are the responses from the chair?

Answer: When a person makes a motion, he or she should phrase it in the positive and say "I move to . . . " or "I move that . . . " and state what it is he or she wants to do.

The chair says:

Chairman: It is moved and seconded that . . . . [repeats the motion] Is there any discussion?

If the motion does not get a second, the chair can ask for a second:

Chairman: Is there a second?

If no second is forthcoming, the motion is not before the assembly and the chair says:

Chairman: Because there is no second, the motion is not before the assembly. Is there further business?

Question: Can something be defeated by adopting a motion to table it?

Answer: This is a common violation of fair procedure. Such a motion is not in order, because it would permit debate to be suppressed by a majority vote, and only a two-thirds vote can do that. The proper use of the motion to Lay on the Table is stated in the answer to a previous question above in this section.

How can something be defeated without a direct vote on it?

Before debate on an original (ordinary substantive) main motion has begun you may raise an Objection to Consideration of [the] Question, which is undebatable and can suppress the main question by a two-thirds vote against consideration.

If debate on the main motion has begun and you want to get rid of that motion without a direct vote on it, use the motion to Postpone Indefinitely. That motion requires only a majority vote, but until it is adopted, it leaves the main question open to debate. If you feel that it is undesirable that debate take place, move the Previous Question immediately after moving to Postpone Indefinitely. If adopted by a two-thirds vote, this motion will cause an immediate vote on the motion to Postpone Indefinitely without further debate.

Question: When a motion is made to table something and a second is made, does the full board then need to vote on the motion and the second? It is my interpretation that a vote is not needed when a motion is made and seconded to table something.

Answer: A vote is taken on all motions made and seconded. The motion you asked about is the motion lay on the table. The correct procedure is to take a vote immediately on the motion to lay on the table; it is not debated. This motion should be used only to set business aside temporarily for more urgent business. If you want to "table it to the next meeting" or "to later in the meeting," the correct motion is postpone the motion, which needs a second and is debatable. To lay a motion on the table takes away the members' rights to debate without taking a two-thirds vote. It is an undemocratic motion unless used correctly. The member who makes the motion should give the reason for wanting to temporarily set aside the pending business. If the president does not agree that the business is urgent, the president can rule the motion out of order or restate the motion as the motion to postpone to a later time.

Another important point about the motion to lay on the table is that it is recorded in the minutes, but the motion that has been temporarily put aside is not put on the agenda if it carries over to the next meeting. The motion is normally taken from the table during the same meeting. Because the members moved to put it on the table, the members are responsible for making the motion to take it from the table. The assembly must be careful that members don't use this motion as the motion to kill. If the intent is to kill the motion, the chair should rule it out of order. The proper motion to kill is postpone indefinitely.

Question: How do you deal with a "friendly amendment"?

Answer: On occasion, while a motion is being debated, someone will get up and offer what he or she terms a "friendly amendment" to the motion, the maker of the original motion will "accept" the amendment, and the chair will treat the motion as amended. This is wrong. Once a motion has been stated by the chair, it is no longer the property of the mover, but of the assembly. Any amendment, "friendly" or otherwise, must be adopted by the full body, either by a vote or by unanimous consent.

If it appears to the chair that an amendment (or any other motion) is uncontroversial, it is proper for the chair to ask if there is "any objection" to adopting the amendment. If no objection is made, the chair may declare the amendment adopted. If even one member objects, however, the amendment is subject to debate and vote like any other, regardless of whether its proposer calls it "friendly" and regardless of whether the maker of the original motion endorses its adoption.

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