3 Essential Facts about BylawsAs a parliamentarian, I’ve witnessed the confusion: Everybody’s cool with meetings and procedure until someone references the mysterious organizational “bylaws.” Instead of feeling comforted by this governing document, people suddenly realize they’ve never read the bylaws, can’t find them anywhere at headquarters or on the laptop of the last secretary, and have no earthly idea how they apply.

Here’s some basic bylaws info, plus why in the world they’re significant.

1. Bylaws Don’t Trump Everything

Let’s start with a simple truth: Bylaws are the go-to source for how an organization operates. They trump the parliamentary authority (think: Robert’s Rules) and any other rules that you’ve adopted. But bylaws aren’t always in charge. The law, your charter, and any other formation documents (such as, articles of incorporation) supersede the bylaws.

So, your bylaws can’t tell the organization to operate in a way that’s illegal or that’s contrary to the documents via which your group is legitimate.

Seems obvious enough, right? Well, the nuances of state law aren’t always intuitive or well-known. Best practice is to find the law that governs your kind of group, such as the property owners association act, non-profit corporations act, etc., and read it. Then check your bylaws to make sure that they don’t prescribe practices that are in direct conflict. And keep your research – you’ll need it any time bylaw amendments are in play.

2. Bylaws Should Major on the Majors

Bylaws exist to give an organization structure. They define the organization’s primary characteristics, how it functions, and the rights and duties of members.

With this principle in mind, please resist the urge to turn your bylaws into an encyclopedia that provides details on every topic your organization might need to address now and forever. Save the procedural and operational details for other documents – special rules, procedure manuals, etc.

3. Bylaws Should be Hard to Change

There’s an additional reason that bylaws should stay high-level: They are (or should be) hard to change.

Every organization is different, but typically, to change bylaws, you have to give everyone a heads-up before the meeting, and you need at least a two-thirds vote to adopt a change. (Letting you in on a secret here: It’s hard to get two-thirds of a group to agree on anything, let alone a change to a foundational document.)

So, the message is, don’t put anything in bylaws that you want freedom to change easily.

It’s Friday night and your executive director calls you and quits. Life happens, right? But what now? How do you have a special meeting – a meeting between normally scheduled meetings – to triage? Parliamentary procedure, of course, doesn’t allow for it to happen willy-nilly.

Step 1: Check State Law and Your Group’s Bylaws

To hold a special meeting, the laws of the state where your organization is incorporated, or your bylaws, must say that you can. Check the state laws that apply to your group and find the section on meetings. If there’s a subsection on special meetings and how to have them, you’re good to go. If not, check your bylaws. Once again, if they have a section that provides for special meetings, you’re free to move forward. If not, you’ll have to sit tight and wait for the next regular meeting to come around.

Step 2: Publicize the Details

  • Who calls the meeting
    Usually, the “call to meeting” must be issued by a specific officer (often the president) and sometimes requires the approval of the board. Some organizations allow a set number of members to submit a written request that requires the president to call a special meeting.
  • When the meeting is called
    A special meeting must be called a specified number of days in advance. Unless state law or your bylaws say otherwise, count all calendar days – holidays and weekends, too – excluding the day of the meeting but including the day you send the notice.
  • The time, date, location, and purpose of the meeting
    The “call to meeting” needs to include all the necessary details, obviously – time, date, and location. But you must also say generally what topics will be discussed, including a clear indication of what’s open for discussion and what’s not (see #3 below). You don’t have to state the precise motions that will be made.
  • How the meeting is called
    This one is simple: You have to notify everyone. No keeping it a secret from folks you wish would stay home. Check the laws again on this, and follow what they say about how to send the notification: snail mail (paid for by the group) or email. But use caution, and avoid any method that allows for accusations that you failed to give proper notice.

Step 3: Stay on Topic during the Meeting

Let’s be clear – only the topics in the “call to meeting” are open for discussion at that special meeting. This means that if you told people you were only going to talk about renovations for headquarters, you shouldn’t also talk about selecting a new executive director. The reason? Protection of absentees.

I’ll tell you right now – half of your group will read the meeting notice stating renovations as the topic and think, “No way am I wasting my Thursday night on that.” But, if the notice says you’re going to talk about the sudden need for an executive director, they’ll be there! Stick to the topic on the notice. You don’t want anyone to feel left out.

Step 4: Keep Good Records

Finally, don’t forget to take minutes at any special meeting. Absentees will undoubtedly be interested in the actions taken. (Don’t worry about approving the minutes at a special meeting, though. You can wait until the next regular meeting for that.)

Robert’s Rules just wouldn’t have clout if it didn’t provide a standard order of business. So, it provides a six-part agenda that can get you started….

  1. Reading and approval of minutes
  2. Reports from officers, boards, and standing committees
  3. Reports from special committees
  4. Special orders of business
  5. Unfinished business and general business
  6. New business

Easy Fix: Ways to Make an Agenda Work for YouMost assemblies use this basic plan. Fine.

But have you ever considered whether this approach is efficient for your group? Likely, it’s not. Consider #2. How will you decide who should report first, or report at all? And why delay the big, new, exciting topics (#6) till last?

Here’s today’s good news – there are other options that may work better. (And yes, it’s okay per Robert’s Rules to adopt a different order of business than is outlined above if a majority of the entire membership agrees).

1. Priority Agenda

This option places the most important items first and then moves downward. For example, don’t leave the coverage of your new five-year strategic plan till the end of a two-hour meeting when everyone is exhausted. Put it at the top. Look at what needs to be accomplished and prioritize.

2. Consent Agenda

This tactic is one of my favorites because it screams “efficiency.” You simply group non-controversial topics into one vote – one big item on your agenda.

Specifically, it would work like this: Present the agenda. Tell everyone, “Notice the consent agenda at the top of our order of business. It includes items which will not be discussed today because we believe they are non-controversial. We’ll take one vote on all of them – a yes or no on all.”

And then you ask everyone, “Is there anything that you would like to pull off of the consent agenda?” (Why? Maybe there’s an item someone feels is actually controversial or needs to be discussed for a bit.) To be clear, if any member asks to remove an item from the consent agenda, that item should be removed on their request. No vote about the removal is needed.

Once the above question is asked, a quick, one-vote process takes care of all the items remaining on the consent agenda: “All those in favor of adopting the items on the consent agenda, say ‘Aye.’ All those opposed, say ‘No.’”

There’s no danger – anything can be removed if requested. And the advantage is productivity – no unnecessary debate on small points about which no one disagrees!

3. Subject-Based Agenda

A third option groups topics by large categories. Example: Discuss everything about specific line items of the strategic plan at the same time – who, when, budget, everything. This method allows focus and, therefore, progress.

4. Presiding Agenda

And #4 might help a presider in particular. On a presider’s agenda copy only, add a column to the agenda, and type special notes there (e.g., Recognize Jane on this topic. Carlos will have a report on this topic.) An annotated copy will support efficiency for leadership.

5 Basics for Successfully Navigating Your Next MeetingI’d be a rich woman if had a dollar for every time I’ve heard the parliamentary procedure query, “Why all these rules, anyway?!” Well, I didn’t make them up, and they weren’t hatched recently at all – Robert’s Rules harks back to 1876. And most of the rules are not arbitrary, but are based on five basic principles. Knowing the logic behind these procedures can actually help you with the numerous specific rules.

1. Equality of Rights

Parliamentary procedure is based on the concept that the right of each person in an organization is equal to every other person in that group. (By contrast, consider a corporation with shareholders where one person may have more votes, and the balance of power is most definitely not equal.) Parliamentary procedure is designed for assemblies where equal rights are the governing thought.

2. Equal Right to Discussion

Stemming from principle #1 is the concept that in a group using parliamentary procedure, you can’t just cut people off. Everyone has an equal right to discuss each topic. A specific rule based on this principle is the two-thirds vote requirement for closing debate. Because discussion is a basic right of every member, the rules don’t allow a group to close debate with only a majority (think more than half) vote. A higher number of people (two-thirds) in favor of that idea is needed. While it might be hard to pull the two-thirds rule out of your head on the spot, if you remember simply that discussion is a basic right of every member, you’ll know that you need a not-normal vote to make it happen.

3. The Right to Information

The third basic principle of parliamentary procedure is that every member of the group has a right to know the details that will enable them to make decisions. If you’re going to hold a special meeting (one that’s not regularly set) for example, you have to tell everyone when and where it will be, and what you’re going to talk about. No, you can’t just tell your special friends and supporters, and hope that everyone else stays home. Also, during a meeting, you must keep everyone in the loop on topics that are up for a vote and how to vote. Even the people that are on a mission to make your life difficult.

4. Majority Decision

Bottom line for this one: Majority rules in parliamentary procedure. If you’re super unhappy that the majority of your group is doing something, you shouldn’t be a part of that group. Learning to abide by the will of a group is part of life. In an assembly following parliamentary procedure, if the majority wants to do it, then you have to go along – or drum up your own “majority” to change things.

5. Minority Rights

And to complement the fourth principle, even though majority rules, the minority has rights. I frequently remind clients that you may be in the majority today, but in the minority tomorrow, so never squelch the minority. And generally, in my experience, people can deal with a result they don’t like if they feel that the process was fair. Suppression of somebody’s voice upsets folks, so work hard to honor minority rights. You won’t be sorry.

Handy Tips for Keeping Discussion under ControlTo let the pros have the floor or the cons….That is the question. And in America, the home of all things democratic, who gets to speak in an organized meeting is an especially important question: Everyone’s voice is valued, and we feel the need to make sure everyone gets a chance to say their piece. But, what about your small business meeting—just the board—say, 12 or fewer people? Are you required to go all democratic and let everyone have their full say on every issue?

Let’s talk concerns first.

Total time. If each individual is given the floor, for an extended length of time, before each vote, the meeting will last forever.

Time-hogs. The person that tends to carry on for too long will definitely do so. It’s a meeting guarantee if you have no controls in place.

Mr. Quiet. The shy guy in the group does have opinions, but he won’t ever get to talk, nor will he speak up to say so.

Chaos. Throw a hot issue into the ring, and things can get unwieldy fast. You won’t accomplish anything in the craziness of everyone talking at once.

Uncertainty. With no organization, several folks will likely sit a good while with hand raised, wondering when and if they’ll ever get to speak.

I offer you a three-step solution to manage discussion and keep it (and you) from going nuts.

1. Officially invite speakers.

When there is a motion on the floor, say to the whole group, “Who wants to speak in favor of this motion? Please raise your hand.”

2. Note the names.

As people raise their hands to express interest in speaking, write their names on a prepared paper – in any order. Three columns will do the job: Names, Pros, Cons. Next to the name, place a check in the pro column for those wanting to speak in favor of the motion.

[Repeat steps one and two for the other side: “Who wants to speak in opposition? Please raise your hand.” And note names, placing a check in the cons column.]

3. Recognize speakers.

Alternate each side until all have spoken.

Bonuses.

Not only will no one have to lose circulation with their hand in the air for 10 minutes, but also you’ll be able to see clearly how much support or opposition exists for that idea. Perhaps, for example, no one raises a hand to speak in opposition! Then you get to say, “It doesn’t look as if there is any opposition. We could save time by moving to a vote if no one minds.” And business can clip along. (Happy dance!)

These steps also enable you to see who has already spoken. According to Robert’s Rules, no one speaks twice until all who want to speak on that side have spoken. Just visualize a line at the microphone in a larger meeting: Generally, we don’t allow cutting in order to get in line again. But in a small board meeting, this can happen – Joe the Talker constantly interrupts and dominates. Easy fix: If anyone wants to speak again, add that name to the bottom of the list, and if there’s time (see my thoughts on debate time limits here), allow it.

Taking a vote seems easy enough. Just use the magic words, “All those in favor” . . . right? Technically, yes, but there’s more to it than that. And I know you don’t want to mess up an important vote with an avoidable mistake. Here are four errors I encounter frequently in vote-taking contexts. You’re going to have problems if you . . .

4 Ways to Screw Up a Vote1. Show Favoritism

If you’re really committed to playing fair as you lead, then learn the subtle ways that a presiding officer can communicate impartiality – a quality that should be top of mind for anyone leading a meeting. One easy tip is to use the same language when asking each “side” for their vote.

So, say this: “All those in favor, say ‘aye.’ All those opposed, say, ‘no.’”

And definitely avoid this other, all-too-common fallback: “All those in favor, say ‘aye.’ Anyone opposed?” The difference is small, I realize, but the tone and connotation of the words “anyone opposed” might make all the difference for someone that is reluctant to cast a negative vote, especially in a small group.

Another way to communicate equal treatment of all views, especially in a large group, is to make sure every person and/or delegation – yes, even that annoying individual or faction – has the information and material (think: ballots or key pads) needed to cast a vote. Silencing the minority to railroad a vote through is never advantageous long-term. You’re better off taking time to ensure the process is fair.

2. Ask for Abstentions

On this point, I’ll make it simple for you: Just don’t ask. Robert’s Rules says that abstentions should not be called for, counted, or recorded. And there’s a solid rationale here: No member can be forced to vote, so when you ask people to tell you that they didn’t vote – well, you’re basically asking them to go on record as not going on record.

There are a few exceptions here – like, if you’re part of a public body (elected or appointed officials), or if you’re concerned that someone might question whether a quorum was present based on the vote count recorded in the minutes. But the general rule applies in most situations: No need to ask for abstentions.

3. Keep the Precise Topic of the Vote a Mystery

Spoiler Alert: After the first five – okay, maybe ten – minutes of a meeting, most people aren’t paying attention. This means that by the time you start taking a vote, you need to make the topic of the vote really clear since many tuned out long ago.

There’s a simple way to avoid mystery and make the vote clear: Always repeat the motion in full right before the vote.

Here’s an example: “The motion on the floor is that we purchase a new computer and printer for the treasurer. All those in favor, say ‘aye.’ All those opposed, say, ‘no.’”

I know this seems like a small point, but taking time to make sure everyone is on the same page is always worth it.

4. Say the Words, “Same Sign” or “Nay”

It’s the parliamentarians’ favorite LOL moment. (Some of us do have a sense of humor!) Whenever we hear someone take a voice vote and use the words, “same sign,” we laugh inside about the illogic of this.

Think about it for a minute. Saying, “All those in favor say, ‘aye.’  All those opposed, ‘same sign,’” does not make sense because you’re asking the individuals voting no to say “yes” in order to communicate their opposition. Confusing and not cool. Best practice – be precise.

And finally, call me pretentious, but horses say, “nay.” People say, “no.” So when you’re taking a vote, for the love of humanity (not animals this time), just ask them to say, “no.”

5 Essential Facts about Closing DebateIf there’s one reason people hate meetings, it’s because they drag on forever with needless discussion. According to Robert’s Rules, closing debate and moving directly to a vote on a motion – via a specific motion called “Previous Question” – is one (sometimes popular) way to speed things along. But ending debate on a motion only works when it’s done properly (i.e., when parliamentary procedure is followed). Here are five essential facts to know before you try to end debate and shorten up those meetings:

1. “Previous Question” Means to Close Debate and Vote Immediately

When someone says, “I move the previous question” or “I call the question” or just says “question,” they are asking to close debate and vote immediately on the motion that’s on the floor.

British parliament has sketchy historical records about the original use of this term sometime in the 1600s. It’s not tremendously clear why and how the original phrase was coined, but it allegedly arose during a lengthy and disputed parliamentary discussion and then has continued to be used to the present day (though rarely) to communicate, “We need to wrap things up here and vote already.”

History aside — because the meaning of the term “previous question” is no longer readily apparent — I recommend simply saying “close debate” instead. In my view, most meetings have enough confusion on their own. No need to add more by using terms that most of the group does not understand.

2. The Person Who Moves the “Previous Question” Must Be Recognized First

Meeting participants often want to interrupt a speaker to make the motion to close debate. For example, they want to find an unused microphone and say, “I call the previous question.” Or they want to yell “question” from the back of the room.

But the motion to close debate does not have interrupting privileges. If a member wants to move to close debate, she must get in line and seek recognition like any other member waiting to discuss the motion. Importantly, though, a member can seek recognition to offer comments on the motion and at the end of the comments move to close debate.

3. “Previous Question” Is Not Debatable

This point needs little explanation. Quite simply, there’s no need to debate whether to close debate. The point of “Previous Question” is to move the meeting along. Why defeat that purpose with even more discussion?

4. “Previous Question” Requires a Two-Thirds Majority for Adoption

Because the right to discussion is a fundamental right of every member, the motion to close debate requires a two-thirds majority vote. This fact is a basic rule dictated by Robert’s Rules of Order Newly Revised.

5. A Vote on “Previous Question” Is Not a Vote on the Main Motion

A member that moves to close debate and vote immediately on the main motion is moving to stop discussion. As I just noted, that action needs a two-thirds majority to be adopted. If the motion to close debate receives a two-thirds majority, the group should immediately turn to a vote on the main motion. There’s no more discussion because this vote just closed debate. But you still need a separate vote on the main motion.

I find that members often get confused here because they think that voting on the motion to close debate somehow also takes care of the main motion. It doesn’t. You need a vote first on ending debate (two-thirds majority) and then a vote on the main motion itself (likely only a simple majority).

In sum, next time you sense that a discussion has dragged on for a little too long, feel free to move to close debate. Just remember the essentials!

Quick Guide: The Lifecycle of a MotionRemember that previous post on the parliamentary procedure basics for how to make a motion? Here’s “Making Motions – Round 2,” a more detailed guide on the specific language* you should use both for making a motion and, if you’re the presiding officer, for carrying it through to a vote.

Step 1:       Member A Seeks Recognition

Say this →   Mr./Madame President?

Step 2:      The Presiding Officer Recognizes Member A

Say this →   The Chair recognizes Member A.

Step 3:      Member A Makes a Motion

Say this →   I move that we organize an event in March to raise awareness and funds for our capital campaign.

Step 4:      Member B Seconds the Motion

Say this →   Second.

Important Note: The second happens in an impromptu manner. The chair doesn’t have to invite it by asking, “Is there a second?” Nor does the member who makes the second have to seek recognition beforehand.

Step 5:      The Presiding Officer Repeats the Motion

Say this →   It has been moved and seconded that we organize an event in March to raise awareness and funds for our capital campaign.

Step 6:      The Presiding Officer Asks for Discussion**

Say this →   Is there any discussion?

Step 7:      Members Discuss the Motion OR Make Another Motion

Just follow the procedure above. Seek recognition, and once recognized, make comments on the pending motion or make another motion.

Step 8:      The Presiding Officer Takes a Vote

Say this →   If there is no further discussion, we will take a vote. All those in favor of the motion that we organize an event in March to raise awareness and funds for our capital campaign say, “aye.” All those opposed say, “no.” The “ayes” have it and the motion is adopted. We will organize an event in March to raise awareness and funds for our capital campaign.

And there you have it – a simple process with uncomplicated and logical wording. Note the presiding officer’s helpful repetition of the exact words of the motion, preventing confusion and keeping attention focused! Like most parliamentary procedure rules, these steps for proposing action items provide order and efficiency.

*Parliamentary authorities (Robert’s Rules and other guides) differ on the exact words that members and presiding officers should use. Some parliamentarians are “sticklers” about specific language. For the most part, these differences have no practical effect. The steps for processing a motion remain the same. In my view, variations on these words are fine, as long as what is said clearly conveys the correct information.

**This step occurs only if the rules allow discussion on the motion. For example, discussion is not allowed on motions to limit or close debate.

4 No-Nonsense Reasons to Take Good Minutes - Part 2A previous post provided the first two reasons that accurate minutes are a “must” for all non-profits, including homeowners associations, churches, unions, sororities, and political parties.  Here’s two more pieces of parliamentary procedure guidance to protect you legally and help you proceed efficiently as a group:

Minutes Protect against Baseless Accusation

The latest edition of Robert’s Rules advises that in addition to recording any actions taken, minutes should also, among other things, list the type of meeting (regular, special, etc.); the date, time, and place; and any notice required for specific motions. It is also a best practice to note who was present and that a quorum was present.

You have two options on the “who was present” part of the record: Include names of everyone there, or in large assemblies where a list of individual members attending may not be practical, include a statement that “a quorum was present at the start of the meeting.”

We’re talking prudence here. For members interested in challenging actions that a governing body or organization has taken, quorum and notice are easy targets. Having minutes that are “air tight” on those factors goes a long way toward quieting any accusation that “you didn’t tell us about the meeting” or “you voted on ____ without enough people there.”

As noted in Part 1, well-kept minutes can also assist in IRS or other governmental investigations.  Minutes are key evidence of an organization’s compliance with laws and regulations regarding meetings and governance. Being able to demonstrate that your board, committees, and organization met at regular intervals, with a sufficient number of members present, and took lawful action related to your mission is key to answering inquiries and alleviating compliance concerns.

Minutes Provide a Basis for Future Action

Finally, minutes are an extremely helpful tickler file. What’s happening next for your group? What decisions should be delayed? When do we have a deadline? Minutes aren’t merely a record of how much money the board decided to spend on new iPads for the staff. They’re a reminder of which motions were referred to which committees, and when those committees are slated to report back.

Minutes are also suggestive of topics that the group wasn’t ready to discuss. Hint: Look for motions that were postponed indefinitely, postponed to the next meeting, or tabled. And they’re a roadmap for guiding future discussion. Think: What specific steps can we take at the next meeting on that strategic plan that we put in place six months ago?

In sum, taking minutes might be laborious (and thankless), but doing the job and doing it well will both keep your organization out of trouble and help it move forward efficiently.

See all 4 No-Nonsense Reasons to Take Good Minutes