Adopted by majority vote of the Bella Vista Village Board of Directors on August 16, 2007.
Based on Robert’s Rules of Order Newly Revised
The application of parliamentary law is the best method yet devised to enable assemblies of any size, with due regard for every member’s opinion, to arrive at the general will on a maximum number of questions of varying complexity in a minimum time and under all kinds of internal climate ranging from total harmony to hardened or impassioned division of opinion.
DIRECTORS AND OFFICERS
The Bella Vista Village Property Owners Association (BVVPOA) is incorporated under the laws of the State of Arkansas and shall have officers known as corporate officers. The corporate officers shall be a President, a Secretary, and a Treasurer. The General Manager of BVVPOA shall serve as the Corporate President. The Corporate Officers shall serve as ex-officio members of the Board of Directors without a right to vote on board actions.
The functional officers of the POA Board of Directors are the Chair and Vice Chair. These officers are selected by the seated Board members on an annual basis.
Minutes of the regular and annual POA Board meetings are kept by the Corporate Secretary. Minutes reflect what was done, not what was said. The names of the presiding officers, the secretary, and the Board members present will be reported. Insertion of a statement by a Board member, when relevant, is permissible. Action taken on the minutes of the preceding meeting, with corrections, if any, will be recorded. The exact wording of each motion will be recorded, along with the name of the mover, seconder, and the disposition.
At all meetings it is up to the Chair to use the rules of parliamentary procedure appropriately so that good order and reasonable decorum are maintained and the business of the meeting goes forward. At times, the technical rules of parliamentary procedure may be relaxed as long as the meeting accomplishes its purpose and the rights of absentees and minorities are protected.
THE ROLE OF THE CHAIR
1. Be ready to call the meeting to order at the time set.
2. Follow the agenda and clarify what is happening and what is being voted on at all times.
3. Deal firmly with whispering, commotion and frivolous or delaying debate and motions.
4. See that debate is confined to the merits of the question and that personal comments are avoided. No one should speak more than twice on a subject, and no one should speak a second time until all who wish to speak have had a chance to do so.
5. Talk no more than necessary.
6. Remain calm and deal fairly with all sides regardless of personal opinion. The Presiding Officer may elect to vote on any issue, but shall cast the deciding vote on deadlocked issues.
ORDER OF BUSINESS
A quorum as prescribed in the BVVPOA By-Laws (the physical presence of a majority of the Board of Directors – for example: If 9 board members, then 5 must attend to have a quorum) must be present before business can be legally transacted. The Presiding Officer should determine that there is a quorum before beginning the meeting. The Chair is free to decide the order in which its business will be conducted, but most agendas follow a standard pattern:
1. Call to order.
2. Minutes are read by the Secretary and corrections requested. The Presiding Officer says: If there are no corrections the minutes stand approved as read.
3. General Manager’s Report.
4. Treasurer’s Report is given and questions called for.
5. Open Forum. Any property owner may address the Board.
6. Reports of Committees. Recommendations in reports should be dealt with as motions at this point.
7. Reports of special Committees.
8. Old Business. Items left over from the previous meeting are brought up in turn by the Chair.
9. New Business.
11. Adjournment. Chair: The meeting is adjourned.
Business is conducted by acting on motions. A subject is introduced by a main motion. Once this has been seconded and stated by the Presiding Officer, nothing else should be taken up until it is disposed of. Long and involved motions should be submitted in writing. Once a motion has been stated, the mover may not withdraw it without the consent of the meeting. Most motions must be seconded.
While a main motion is being considered, other parliamentary motions, which affect either the main motion or the general conduct of the meeting, may be made. In order to facilitate the orderly and timely conduct of the day’s business, such motions are limited to those listed below:
1. Amend. Debatable; majority vote
Used when the intention is to change, add or omit words in the main motion.
Amend the amendment: Used to change, add or omit words in the first amendment. This motion cannot itself be amended.
Method: The first vote is on the amendment to the amendment. The second vote is on the first amendment either as changed or as originally proposed, depending on the first vote. The third vote is on the main motion either as introduced or as amended.
2. Refer. Debatable; majority vote
If a motion becomes too complicated through amendments or if more information is needed, a motion may be made to refer it to a Committee for study or redrafting. This Committee must report back or act as instructed.
3. Postpone. Debatable; majority vote
Consideration of a motion can be delayed until a more suitable time, until other decisions have been made or until more information is available by a motion to postpone to a stated future time.
4. Withdraw or Modify a Motion. Not debatable; majority vote.
Grants maker permission to withdraw or modify the main motion as has been stated by the Chair.
5. Division of a Question. Not debatable; majority vote.
If a pending motion on a subject or subjects contains two or more parts capable of standing as separate questions, the Board can vote to treat each part accordingly in succession.
6. Lay on the table. Not debatable; majority vote
“I move that we table this motion.” This postpones consideration in such a way that the motion can be taken up again in the near future if a majority decides to “take it from the table.”
7. Take from the table. Not debatable; majority vote.
After a question has been laid on the table, it can be taken from the table by a majority vote as soon as the interrupting business is disposed of and whenever no question is pending, provided that business of the same class as the question on the table, unfinished business, general orders, or new business is in order. Any member can so move at a regular meeting.
8. The previous question. Not debatable; two-thirds vote
“I move the previous question.” This motion is used to end debate that has become lengthy or repetitious. When it is seconded, the Presiding Officer immediately puts the question on closing debate. If this receives a two-thirds vote, the pending motion is voted on at once without further discussion.
9. Reconsider. Usually debatable; majority vote.
A vote may be reconsidered through this motion, which must be made on either the same day, at the next regular meeting, or before action is completed on the main motion, whichever comes later. The motion may only be made by one who voted on the prevailing side. A motion can be reconsidered only once. The first vote is on whether the motion should be reconsidered. If this passes, the motion in question will be debated and be subjected to normal parliamentary motions applicable to main motions.
10. Point of Order and appeal.
A member who feels the rules are not being followed may call attention to the breach by rising and saying: “Point of Order.” The Chair says: “State your point of order.” Upon hearing it, the chair may say: “Your point is well taken,” or “Your point is not well taken.” One dissatisfied with the ruling may appeal to the meeting for a final decision: “Shall the decision of the chair be sustained?” This appeal is debatable, and the Presiding Officer may enter the debate. A majority of no votes is necessary to reverse the ruling; a tie sustains it.
11. Questions and inquiries.
Whenever necessary, advice may be asked as to correct procedures (parliamentary inquiry), facts may be requested (point of information), or a change may be sought for comfort or convenience (question of privilege). The Presiding Officer responds to the question or refers it to the proper person.
12. Adjourn. Usually not debatable; majority vote
If the time set for adjournment has arrived or there is no further business, the Presiding Officer declares the meeting adjourned without waiting for a formal motion. A member may move to adjourn at any time except when a speaker has the floor or a vote is in process. If the motion carries, the meeting is immediately adjourned.
All Board decisions must be made by a majority of all Directors (more than half of all Directors – for example: If 9 board members, a majority is 5, regardless of how many board members are present and voting) pursuant to Article VI, Section 3 of the Bylaws.
By using general consent, a formal vote can be avoided on routine matters where there is no opposition. The Presiding Officer says: “If there is no objection (pause)”…and declares the decision made.
A voice vote is common practice but should not be used where more than a majority is needed.
A show of hands is a good alternate and may be used.
If unsure of the result, the Presiding Officer should order a rising vote or an actual count. If this is not done, a member can insist upon a rising vote by calling out “division;” a count can be forced only by a motion made, seconded and approved by a majority vote.