Who Needs Parliamentary Procedure Anyway? Part 2My last post provided the simple answer to why organizations still use (the seemingly outdated, archaic-sounding) parliamentary procedure: They use it because they are following state law, or because their bylaws say that they will adhere to a certain parliamentary authority (rulebook) and they have to follow their bylaws.

I completely agree with the general public that the simple answer — “do-it-cuz-you’re-told” — is a bit unsatisfying. This week, I’ll tackle your real question: Does parliamentary procedure actually have any practicality or relevance?

I’ll give you the answer up front. Parliamentary procedure is still practical and relevant because most groups need some sort of structure to run efficiently, and parliamentary procedure is based on common group decision-making principles.

Most Groups Need Structure to Be Efficient and Sustainable

Forming a group of any kind requires some rules. Sometimes there’s only a few rules, and sometimes the rules are flexible. But c’mon…even a book club has rules, right?

In general, the larger the group and the more official it is (think incorporation), the more rules you need. Organizing and leading a meeting of 10 people is much different than doing the same for 5,000, or even 100. Parliamentary procedure provides a “ready-made” set of rules for groups to follow. Sure, some of the rules in Robert’s Rules or other parliamentary authorities are less applicable to groups of a certain type or size, but they can be tweaked to meet specific needs.

So yes, parliamentary procedure is still practical. And yes, relevant. Because in the general sense that “guidelines help,” parliamentary procedure helps. It helps meetings happen – smoothly.

Parliamentary Procedure Is Based on Fundamental Principles of Group Decision-Making

So, point #2 here addresses the “it’s random and outdated” argument head on.

Often underlying this argument is a particular scenario: You have a surface encounter with Robert’s Rules (like at a convention or homeowners association meeting where people are using it and you’re utterly lost). And you quickly decide that because you’ve never heard these terms or seen this process, this must be some archaic set of rules.

Yep . . . lack of knowledge. Nothing could be more untrue. Parliamentary procedure is based on really simple guidelines for group decision-making that we all know.

For example, in general, a group – even a group of friends deciding where to go to lunch – takes the course of action that a majority of people thinks is best. Parliamentary procedure just makes that general practice an official one and provides some guidelines (like how and when to take a vote) for figuring out the majority view – especially in situations when the decision is (“a little”) more important than choosing a lunch place.

Here’s another example: We can all agree that group discussions happen best when one person talks at a time, right? And when everyone who wants to participate gets to attend and gets to offer their opinion, correct? Parliamentary procedure just provides rules to make sure these things actually happen. Like a two-thirds vote to end discussion on a topic. (That higher-threshold vote of two-thirds is required because the group is cutting off a basic right of each member – the right to discuss and offer an opinion.) Or like quorum and notice requirements for special meetings.  One reason that these rules exist in the world of parliamentary procedure is to protect every member’s right to be there and participate in the group’s decisions.

My point is simply that parliamentary procedure isn’t an academic, purposefully-complicated framework for running a meeting. Sure, there are certain rules that definitely merit that description.  But, on the whole, parliamentary procedure is merely a “fleshing-out” of general rules and wisdom that we all already know and agree on.

Do you want a well-run group – where everyone’s voice is heard and order is maintained? Then parliamentary procedure should be your new best friend.

Who Needs Parliamentary Procedure Anyway? Part 1I know the blank stares and incredulous looks very well. “Parliamentary what?” “Oh, Robert’s Rules . . . . right. I think I’ve heard of that. Does anyone actually use that stuff anymore?”

Well, actually . . . yes. Yes, they do. And here’s why.

State Laws Include Parliamentary Procedure

Many states have adopted – either in full or in part – the Model Nonprofit Corporation Act or the Revised Model Nonprofit Corporation Act. These acts govern the operation of nonprofit corporations in any state that adopts them. While the acts include many provisions that are unrelated to parliamentary procedure, they also include sections that address notice, quorum, mail ballots, proxies, elections, and special meetings – to name just a few. And even states that have not adopted the model acts have adopted laws that address these topics.

Understanding parliamentary procedure is important in order to accurately evaluate, apply, and potentially adjust the basics in a state’s nonprofit statutes for the specific needs of an organization. Can your state’s nonprofit laws be adjusted to meet the needs of your group? And how does that work? Well, that requires an understanding of how the law works together with an organization’s parliamentary authority (which is a topic for a different post). Suffice it to say, though, that at least for nonprofit corporations, parliamentary procedure is still “alive and well.” State laws expect that groups use it.

Many Organizations Name a Parliamentary Authority in Their Bylaws

Aside from parliamentary procedure in state laws, parliamentary procedure is still relevant because many organizations name a parliamentary authority in their bylaws. As a reminder, a parliamentary authority is a set of published rules about parliamentary procedure that an organization adopts and follows.

You probably already know the big one. Robert’s Rules of Order is the parliamentary authority that most people have heard of. But check your bylaws: If a group has adopted a parliamentary authority, the group’s bylaws will usually say so, often in a section titled “Parliamentary Authority.”

For example, the bylaws might say, “The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern ABC Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order ABC Association may adopt.” See Robert’s Rules of Order Newly Revised (11th ed.), p. 580, ll. 9­–14.

So, to sum it up, parliamentary procedure is still used because state laws use it, and most groups still have bylaws that say they will follow a certain parliamentary authority. And quite simply, if the law or your bylaws require adherence to parliamentary procedure, you have to do it.

That’s the simple answer anyway: Use parliamentary procedure because you have to.

Ok, but that probably doesn’t answer your question. What you really want to know is if parliamentary procedure is actually necessary. Because it seems archaic, and it’s hard to learn. What you really want to know is whether parliamentary procedure is actually practical.

Cliffhanger! I’ll answer that question in detail in my next post, but I’ll tell you the short answer now: Yes, parliamentary procedure is most definitely still practical. And here’s a sneak preview of Part 2: Good group work takes finesse (i.e., some rules and strategy).

5 Ways to Fail at Leading a MeetingThe reputation of the president, chairman, or CEO may (unfortunately) depend on his or her ability to run a meeting. Whether the gathering is big or small, scheduled or impromptu, people want the person in charge to preside well. (Warning: If at first the leader doesn’t succeed, he may be tuned out or replaced!) So, how can you insure you’ll have the ear of your membership? Here are the top five no-no’s for leading meetings.

1. Start Late

Nothing tells members that you don’t value their time like starting late. If your agenda says the meeting starts at noon, then start at noon, not 12:01. Punctuality bolsters your attempts to follow parliamentary procedure.

In my experience as a parliamentarian, meetings tend to start late for two main reasons: (1) an essential person is unprepared, or (2) members are late. The solution to both is simply to establish a pattern of starting on time.

I’ve learned that if a presiding officer or president establishes a reputation of starting on time, people will be present and prepared. Several years ago, I helped a board that had a reputation for never starting on time. Members and staff would saunter into the meeting room at a relaxed pace, a fair amount of socializing would occur, and the president would wait to call the meeting to order until enough individuals were in attendance. This practice lasted (and became progressively worse) until the group elected a new president, who promptly announced that he would start the meetings on time. The first board meeting was rough; plenty of members walked in after the meeting had already started. But it didn’t take long for people to learn and adapt, and the meetings became much more efficient as a result.

2. Ignore the Agenda

Agendas exist for a reason. At a minimum they inform members which topics will be discussed and in what order—a basic Robert’s Rules concept and a wise one. Presiding officers who ignore the agenda create a fertile environment for confusion and for individual members to take control of a meeting. Instead, a presiding officer should do the following:

  • Participate in creating the agenda. Even if staff are responsible for constructing an initial draft, a presiding officer should ask to see this draft several days before the meeting and should review and comment on it. In any event, the presiding officer should know the agenda better than anyone and understand both its substance and the reasons for the order of the topics.
  • Follow the agenda. Especially in board and committee meetings, members often want to veer from the agenda by either re-ordering the topics or adding additional ones. The presiding officer should resist the temptation to let this happen without the group’s approval. When making shifts to an agenda seems appropriate and necessary, the presiding officer should put the suggestion to the group for their consent. Doing otherwise communicates that one member’s “agenda” is more important than everyone else’s.

3. Confuse the Members

Members are generally confused for one main reason: They don’t know what motion is on the floor. And it’s the presiding officer’s job to fix this by repeating ad nauseum the motion that’s before the group. Repeat it right after it’s seconded, repeat it again during debate, repeat it again if there’s an amendment, and repeat it again before taking a vote. Just repeat it – because no matter how clear you think you’ve been, there’s at least one member who hasn’t been paying attention and is confused. And it’s that member that will take up everyone’s time with off-topic discussion or who will vote “no” when he or she actually meant to vote “yes”! Keeping everyone on the same page by constantly clarifying what topic is before the group is a great way to save time and keep the meeting moving.

4. Facilitate Endless, Undirected Discussion

Leaders need to stick to three simple rules if they want to facilitate meaningful, efficient discussion:

  • No one speaks unless they are recognized.
  • Only one person speaks at a time.
  • Speakers may discuss only the issue that’s on the floor.

5. Show Favoritism

No one likes everybody, but when you’re leading a meeting, you have to fake it. Simply put, you have to make each member feel as if his or her view and vote is just as valuable as every other member’s. One way to communicate equality is by recognizing each member in a neutral fashion.  For example, saying, “The Chair recognizes the member at microphone #1,” instead of, “The Chair recognizes Ms. Jones.”  If you call Ms. Jones by name but not the member that comes after her, your personal address (even if innocent) implies that you favor Ms. Jones. A second way to communicate equality is by refraining from engaging in discussion or commenting on any member’s points in discussion. Best practice is to simply follow each member’s remarks with, “Thank you. Is there any further discussion?”  A final way to communicate equality is by alternating your recognition of speakers in favor of a motion and opposed to a motion. Repeatedly recognizing speakers on one side of an issue gives the impression that you want the group to hear only from that side.

Success in leading meetings hinges on careful prep, clear communication, and impartiality. Don’t mess it up! Establish a reputation of strong leadership and organization when you’re up in front.

How to Take Minutes in 4 Easy StepsIf you’ve been tasked with taking minutes, the parliamentarian says to take heart. Here’s a four-step guide (with a bonus tip) to streamline your job.

Step 1: Start with the Basics

No need to complicate things. Minutes are simply the official record of proceedings. So start with the details that matter most. In the first paragraph state the following:

  • group name
  • type of meeting – regular, special, etc.
  • date and time (and place – if the place isn’t always the same)
  • that the chair and secretary were present (including names or names of substitutes)
  • that a quorum was present
  • that the minutes from the previous meeting were approved “as read” or “as corrected” (only if they actually were, of course)

Step 2: Write What Was Done, Not What Was Said

Minutes are not a transcript of the meeting. Nor are they a catalog of the secretary’s opinions about or commentary on the business transacted. They’re just a record of the actions taken.

Using a separate paragraph for each subject on the agenda, write (or type) out each main motion that the assembly considers. Write the words that the chair uses when she repeats the motion to the entire group. According to parliamentary procedure, the chair’s words – rather than the words that the motion maker uses – are the words that count.

Next, listen for debate, amendments, and procedural motions (e.g., referring a decision to committee). State whether the motion was adopted or defeated, with a note about whether it was amended or debated before the final vote. For example, you might say, “Following debate and amendment, the motion to spend $1,000 on green sidewalk chalk for the school was adopted.” Including general statements about the assembly’s discussion of an idea helps protect the group from accusations that it made a decision too summarily.

If the main motion is amended, and then adopted or defeated, you’ll want to include only the post-amendment, final wording of the motion. Note that any adopted amendment is in the minutes via the final wording of the motion, but . . . there’s no need to record for posterity the intricacies (e.g., whether to spend $750 or $1,000, or whether to buy green or pink chalk) of every amendment.

If the main motion was temporarily set aside via a procedural motion, note that fact and state any amendments that were pending at the time of the procedural vote. For example, the minutes could say, “The motion to purchase new iPads for the staff, with the pending amendment, was referred to the Technology Committee.”

Step 3: Don’t Forget a Few Necessary Details

Other than “the business that was done,” your meeting minutes should include a few extra items.

  • Oral reports of committees. And yes, that means the substance of the entire Oral committee reports really shouldn’t happen that often (a topic for a different post), but when they do occur, the minutes should include a transcript of the entire report. Otherwise, there’s no solid record of that committee’s progress and deliberation.
  • Notices of motions. Certain motions require advance notice – either to be adopted by a specific vote threshold or to be made at all. You can’t amend bylaws, for example, or make a motion to rescind an earlier action – without notice. These are the key words here. So, if a member gives notice of intent to make these motions at the next meeting, that notice must be recorded in the minutes as proof that it was properly and timely given.
  • Points of order and appeals. If a member makes a point of order, then record the point, the chair’s ruling, and the reasons for the chair’s ruling – regardless of whether the point is well taken. If a member appeals the decision of the chair on a point of order, record that appeal and the results of the vote on it as well. The chair’s ruling and rationale, together with the results of the appeal, are important persuasive precedent for similar future scenarios.

Step 4: Wrap the Final Version Up Quickly

When the meeting ends, turn your draft minutes into final form, and distribute them to the necessary individuals as quickly as possible. Best practice is to do so as soon as the meeting ends and before you leave the venue. Reviewing your notes, deleting unnecessary information, and correcting any errors is much easier when the meeting’s events are recent memories. Besides, who wants to see “finalize minutes from last meeting” on their to-do list?

Bonus Tip: Turn Your Minutes into an Action Item List

As you turn draft minutes into final form for distribution, consider also making a list of all the motions that the group adopted. Put this list in bullet form, date it, and title it “Action Items from Board Meeting.” The action items list is a simple summary of the decisions that the group made and the motions that it referred to a committee or delayed to a future meeting. Other officers and the board will love having a quick reference guide for future meetings, plus it enables easy follow-up with key groups.

*Laws in various states may require public bodies to keep minutes that differ from the minutes described in this article.

4 Things Most People Get Wrong About SecondsSo, your meeting is rolling along fine. The chairperson begins on time and the preliminaries are dealt with in short order. The first topic on the order of business arrives, and the chairperson recognizes a member who makes a motion. Now what? Isn’t this where someone says, “second”? Yes. But what does that really mean? Most people know that “seconds” happen, but they’re mistaken about the actual purpose and operation of a second in the world of parliamentary procedure. Here’s some clarity on four misconceptions about seconds.

1. Every motion needs a second.

False. A main motion or resolution always needs a second when it is proposed by a single member. But no second is needed when . . .

  • A committee or the board makes a recommendation in the form of a main motion. (See points 2 and 3 below.)
  • A member states that proper parliamentary procedure is not being followed (officially named a “point of order”).
  • A member requests information.

2. You should second a motion only if you agree with it.

Not so. In parliamentary procedure, a second simply says that two members (the maker of the motion and the seconder) think a topic is worthy of discussion. The purpose of a second is to prevent one person (the maker of the motion) from single-handedly presenting a topic and potentially wasting the group’s time.

So, a second does not indicate agreement. In fact, a member could second a motion simply to give the membership an opportunity to consider the idea and reject it. (But, if it’s a public meeting and seconds are recorded, a member might not want the record to imply approval and might not, therefore, second the motion!)

What happens if the chair forgets to invite a second? A member should raise this as a point of order. But if debate begins or a vote is taken, there’s no need to backtrack and obtain a second. By then, at least two members have already indicated their agreement to consider the topic. Also, forgetting a second doesn’t invalidate a vote. Just go on.

3. Board and committee recommendations definitely need a second.

Not true. Unless a board or committee only has one member, their recommendations to the assembly do not need a second. By the time a board or committee suggests an idea to the assembly for consideration, a majority of the board or committee has approved it. Since at least two members (people on the board or committee) have already vetted the idea, it’s worthy of the group’s time.

4. You should record the name of the seconder in the minutes.

False again. Not according to Robert’s Rules, and only if your organization’s rules specifically say so. Sometimes the bylaws or procedures of a public body do require the maker of the motion and the seconder to be noted. But for non-public bodies, parliamentary procedure requires only that the name of the motion-maker is recorded in the minutes. As discussed previously, the role of a second is a narrow one, and there’s no need for any long-term record of the people that were merely responsible for facilitating the movement of an idea to the floor for discussion.

Parliamentary Procedure Quick Guide: How to Make MotionsLet’s start with an “according to Robert’s Rules” definition.

A motion is a proposal that an organization, board, or committee take a specific action (according to Robert’s Rules of Order and other parliamentary procedure authorities). And of course, with any good term, there are subcategories: main motions and secondary motions.

Main motions propose substantive action. For example, a main motion might propose that a group purchase land, organize a fundraiser, or hire more staff. Virtually any proposal related to the objectives of the group qualifies as a main motion.

Secondary motions propose procedural action. They relate to the operation of a group’s meetings. For example, proposals to limit debate, table a main motion, refer a main motion to a committee, or adjourn – all of these are secondary motions under the rules.

Main motions and secondary motions work together – as members propose them – to maintain order and propel a meeting from start to finish.

Next, here’s how to propose a motion.

During a meeting, a motion is made via three simple words: “I move that.” Any member with a proposal for the group to consider – whether substantive or procedural – should simply seek recognition by the chairperson and when recognized, say, “I move that . . . .”

Again, there are subcategories. If the motion is a substantive proposal (a main motion), a member could say, for example, “I move that we organize an event in March to raise awareness and funds for our capital campaign.” There’s one important rule of motion-making, though: A main motion can be made only when no other main motion is being considered by the group. Don’t interrupt the business at hand with other business.

If the motion is a procedural proposal (a secondary motion), a member could say, “I move that we refer the main motion regarding a fundraiser to the Fundraising and Development Committee.” Unlike a main motion, though, a secondary motion can be made even while the group is in the middle of another motion.

Wrapping things up: What happens to the motion?

Once a motion is made, another member must “second” the motion before the group is required to consider it. A second is simply an indication by another member that the motion just made is worthy of the group’s time. (Want to know more about seconds? See 4 Things Most People Get Wrong about Seconds.)

Once another member “seconds” the motion, the chairperson repeats it back to the group, indicating that the idea as proposed is available for consideration by the group. Consideration could include debate, referral of the proposal to a committee, or postponed consideration until a later meeting. Regardless, the group should eventually take some action (even if it’s adjourning the meeting) that will permanently or temporarily dispose of the motion.

4 Myths About Robert’s Rules and Quorum – And Why the Truth MattersAlmost everyone can define the basic parliamentary procedure concept of “quorum” – the number of members needed at a meeting to take valid action. Dig a little deeper in Robert’s Rules, though, and you’ll find some common misconceptions that actually put the actions of boards and organizations at risk of inefficiency and legal challenge.

Myth 1: A Large Quorum Is Best Practice

Well-meaning members often advocate for a large quorum, hoping to prevent a group from taking action without a representative cohort of members. But a large quorum does more than prevent some action, it often prevents any action. Many a group has set a large quorum, only to become frustrated at the rare presence of enough members to get anything done. And nobody’s got time to burn. We meet to get things done.

So, your group’s quorum should be an accurate reflection of the number of people you can reasonably expect to attend a regular meeting. Don’t make quorum the number of people you wish would attend or you hope will attend. Make it the number of people that actually attend even when it’s hard to get to the meeting.

In general, most large organizations don’t need a quorum that’s any higher than 10 percent.  Shockingly small, right? You’d be surprised. Many large groups struggle to meet a quorum that’s much higher than 10 percent. Smaller groups, including boards and committees, and perhaps certain types of organizations (such as a church) may want (and be able to tolerate) a higher threshold.

Of course, when setting (or changing) your quorum requirements, make sure you check your state’s laws to be sure you’re in compliance with any statutory provisions. Be aware that state laws sometimes have different quorum requirements for directors’ meetings versus general membership meetings. Also check your bylaws. The existing quorum requirement is likely noted there, and making any adjustments will require a bylaws amendment.

Myth 2: Quorums Never Disappear

Once a quorum, always a quorum, right? Wrong. If the chair knows that a quorum is no longer present (some left for lunch, or some got tired of the long business meeting!), he/she must announce that fact before taking a vote or presenting another motion for discussion. Members who notice that a quorum is gone, can (and should) raise a point of order to that effect.

It’s true that once the chair confirms the existence of a quorum at the meeting’s start, the ongoing presence of a quorum is assumed until the chair or a member notices otherwise. But this presumption doesn’t give the chair or members license to ignore the obvious and continue taking action without the required number of members.

What are your options if your numbers drop?

Keep reading . . . .

Myth 3: A Group Can’t Do Anything without a Quorum

No quorum doesn’t have to mean no progress. But according to Robert’s Rules, without a quorum, a group cannot take any substantive action or give notice, even with a unanimous vote of those who are still there. But here are some of the things a group can do even sans quorum:

Call the Meeting to OrderCalling the meeting to order, even without a quorum, says, “We did have a meeting. We complied with our bylaws requiring that we meet X times per year.” This helps you stay off the hook from accusations that you failed to meet.

Discuss Topics Informally – Use the time to talk through relevant issues and questions. Even without an official motion, you can build consensus and gain clarity that will save time when those topics are presented for a vote.

Continue the Meeting – If business must be done before the next regularly scheduled business meeting, simply move to continue the current meeting to a specific date and time in the future. The continued meeting is just that – an extension of the current meeting. It isn’t a separate, special meeting that requires notice. But it’ll give you a chance to re-group at a later date and get enough people in the room again to finish what you started.

Myth 4: Enforcing Actions Taken without a Quorum is Easy

Plain and simple, actions taken without a quorum are void and unenforceable. You might take an action and then try to follow up with ratification at the next meeting.  But that’s risky.  At the next meeting, the group has no obligation to ratify something that happened when there was no quorum. If you presume all will be well, you’re opening up yourself and your group to potential liability. Don’t.

In sum, determine the best quorum number for your group and abide by it. If you don’t have a quorum at a meeting, do what you can to move the group forward, but wait to take any substantive action.

How to Keep it Brief: The No. 1 Secret to Shortening Your MeetingsNo one likes sitting in a meeting any longer than necessary. So here’s the best kept secret for shortening a meeting: bypass debate on non-controversial motions.

Not all motions or topics need to be discussed. Sometimes – more often than you might think –members of a board, committee, or even a larger group are already in agreement. Why waste time with needless debate in that case? Save everyone’s energy, and simply put the matter to a vote.

To be clear, if your rules permit discussion on a motion, the presiding officer or president must allow it. But allowing it and explicitly asking, “Is there any discussion?” are two different things.

There are two primary ways to bypass discussion on a motion while still technically “allowing” for it. Key point: Both require the presiding officer or president to have a firm handle on the agenda and the topics set to come before the group.

  • Method 1: Use unanimous consent, also known as general consent. If a presiding officer knows in advance that an agenda item is entirely non-controversial (and some are), she should use unanimous consent to move directly to a vote on that topic.

For example, to take a unanimous consent vote on approving the previous meeting’s minutes, the presiding officer would say, “If there is no objection, the minutes are approved.” The alternative is to ask for a motion, second, and discussion on approving the minutes, and then to say, “All those in favor of approving the minutes say, ‘aye.’ . . . All those opposed, say, ‘no.’” Do you see how the unanimous consent method saves time?

Of course, if the presiding officer is mistaken about the consensus, and a member does want to discuss the topic, that member can simply object by saying, “I object,” during the unanimous consent vote. This forces the presiding officer to ask for discussion and take a vote that seeks a response both from those in favor and those in opposition.

  • Method 2: Clarify who is in favor and who is opposed. In a large assembly, this happens at microphones labelled “pro” and “con.” As motions are opened for discussion, members wanting to offer their views line up at the appropriate microphone.

In small groups, this happens by a show of hands. The presiding officer can simply ask, “Who would like to speak in favor of/opposition to this motion?”

When a presiding officer sees that the members who want to discuss are from only one side (pro or con), she should gauge the group’s interest in having a discussion at all. For example, she could say, “I see that the only members lining up for debate are in favor of the motion. Is there anyone who would like to speak in opposition? [Pause] If not, is there any objection to dispensing with discussion and moving directly to a vote?”

Sometimes a group will want to hear from everyone, even if they are all on one side of an issue, but more often than not the members will see the time-saving advantage of moving directly to a vote.

Bottom line: Do your members a favor by ascertaining in advance which topics can be put to a vote without discussion. You’ll be surprised how quickly your meetings will move along!