The Real Truth about Who Gets to See Meeting MinutesIn the world of parliamentary procedure, there’s a common scenario: A member asks to see copies of past meeting minutes, and the group’s secretary says, “Over my dead body.”

We all know how the request tends to come about in the first place—Mr. Make-Life-Difficult wants to see what happened at every meeting for the last decade so that he can make his “really important” point at the next meeting. Or Ms. Archives-Lover wants to write an exhaustive history of the organization for this year’s anniversary celebration.

To be fair, sometimes requests to see meeting minutes are made by a group of members on one side of an issue simply because they want to see what actions the organization has taken in the past on that topic.

Suffice it to say, though, requests to see past meeting minutes are a classic good mood killer. They make the secretary suspicious, annoyed, or both. And then comes the question: Does Mr. Make-Life-Difficult really get to see the minutes from 1983?

Simple Rule 1: A member of a group has a right to examine the minutes of that group.

Plain and simple, Robert’s Rules says that the secretary of an organization has to (1) keep minutes and (2) make them available to members that ask for them. Yes, this means that if Ms. Archives-Lover wants copies of the minutes from every meeting for the last 26 years, she gets them.

But here’s an important point to remember – she only gets to see minutes for groups of which she is a member. So, if she’s a member of the group at large, she can see those minutes. And if she’s also a member of the board, she can see board meeting minutes.* But if she’s not a member of the Events Planning Committee, she’s out of luck for those particular records.

So you ask, where does this leave the secretary? Buried under piles of minutes from the ’80s? No.

Simple Rule 2: A member has a right to examine minutes at a “reasonable time and place.”

Here’s how this works: Don’t abuse the secretary. Yes, Robert’s Rules says, “Let members examine minutes.” But in the same breath it says you have “the right to examine these reports . . .  at a reasonable time and place.” And oh, by the way, “Don’t annoy the secretary.”

Yep. It actually has a bit that says that. Let’s just call it the “Secretary Support Clause.” If you’re a secretary, here’s a sentence from Robert’s Rules that you just might want to put on a plaque: The “privilege [of examining minutes] must not be abused to the annoyance of the secretary.”

So what’s reasonable? You tell me. Better yet, ask an average, educated person with a little distance from your situation. Most folks have a pretty good gauge on what’s reasonable.

Here’s a couple rules of thumb: Demanding that your request be answered in less than 24 hours is probably not reasonable. And totally ignoring a request in hopes that the member will just move on is also probably not super reasonable. Of course, there’s a world of happy mediums between these extremes.

My advice is to (1) always communicate promptly, honestly, and kindly, and (2) keep the conversation substantive, not personal. Sure, Mr. Make-Life-Difficult may not really need those 1983 minutes as badly as he thinks he does, but odds are that letting him examine them probably won’t do much harm. Who knows, you may learn something you didn’t know that you can pass along to Ms. Archives-Lover. Win-win!

 

* A non-member of the board can see board minutes if the board votes to allow that or if the membership votes that the board must produce and read its minutes to the entire membership.

How to Challenge the Announced Result of a Voice Vote“The ‘ayes’ have it, and the motion is adopted.” Have you ever heard these words announced after a voice vote in a meeting and thought, “Um, no. Pretty sure that motion didn’t have enough ‘yes’ votes to pass”? If so, you’re not alone. Disagreement with the chair’s call on the results of a voice vote is pretty common. The problem is that most people don’t know what to do about it. Here’s a step-by-step guide.

Step 1: Challenge the announced results immediately.

Rule #1 is to act fast. If you think the chair got it wrong, speak up, and do it now. Let’s get technical as to timing:

You can challenge results of a voice vote starting immediately after the negative votes are cast and until immediately after the chair announces the results of the vote.

What does “immediately” mean? It means before any more discussion or business occurs. So, if you think the negative votes on whether to have that bake sale fundraiser were louder and the chair said the motion passed anyway, don’t even give people a second to think about what kind of brownies they’re going to bake. Stand up and challenge the announced results immediately. If the group moves on to discuss how great the sale is going to be and what to do with the money raised, you’ve lost your opportunity.

Step 2: Say the word “division.”

Now, you may be thinking, “How in the world do I get to a microphone fast enough to challenge the vote before the group moves on?” And, “What will I say when I get there?”

Here are two key points you need to know:

  1. All that you have to say is “division.” This is the magic word. In parliamentary procedure land, when a vote is retaken, it is called a “division of the assembly,” meaning the assembly will be divided up according to its respective “yes” and “no” votes. So, someone demanding that kind of accounting is calling for a division to double-check the result. “Division” is all you have say to get the ball rolling. (Best one-word game-changer ever.)
  2. You don’t have to be at a microphone, or even be recognized to challenge the results of a vote as announced. That’s right – this is one of those few times that Robert’s Rules lets you forget all that “don’t speak unless you raise your hand and are recognized” stuff. You can just simply yell out, “division.” Ok . . . maybe “yell” is too strong a word. But I do recommend that you say it good and loud enough for everyone to hear.

Once any member says “division,” the chair is required to retake the vote by asking members to stand and vote, not just speak “yes” or “no.”

Step 3: Stop while you’re ahead.

All right, I’m guessing you feel pretty empowered by this point. But, before you go to your next meeting and start yelling “division” at every turn, there’s a couple points you need to know:

  1. Repeatedly yelling “division” on a whim might make people stare. Just sayin’. Seriously though, Robert’s Rules does put a moratorium on using “division” simply to slow things down and irritate everyone. Rule of thumb: If the vote result is clear and everyone knows it, pipe down.
  2. Saying “division” gets you the right to have a rising/standing vote taken. It doesn’t get you the right to have the vote explicitly counted. That’s a whole different kind of complicated and best explained in another post.

To sum it up, don’t be afraid to challenge the chair. Leaders aren’t perfect, the result of a voice vote can be vague, and accountability is a great thing.

How to Take a Vote OnlineIn today’s world, there’s one main reason for using online voting: convenience. (Who wouldn’t want to vote from their living room instead of traipsing across town or across the country?) Plus, online voting increases the likelihood of member participation in a vote, and it may remove some of the stress that often comes with taking a consequential vote in a large group.

I know you’re thinking, let’s do this already. But before you press ahead, let’s talk a little about parliamentary procedure and legality.

Step 1: Figure out what laws apply.

Identify the state laws that govern your organization’s meetings. Chat with your legal counsel or check your articles of incorporation to determine your group’s legal status and which state’s laws apply. Then search in that state’s laws for statutes applicable to your kind of group.

Step 2: Find out what the law says about taking actions outside of a meeting.

This is the basic idea of online voting—you’re not doing it in a meeting. So look in the “Meetings” section of the state statutes (there might be a subsection titled, “Action without a Meeting”). Plan B is to check the “Voting” section, which may describe how to take a vote without a meeting, implying that doing so is fine.  Here’s a few other tips:

  • Make sure you’re referencing the statutory sections that apply to membership meetings, not board of directors’ meetings—two different things.
  • If there’s silence on the issue, the law may be implying “no online voting.” But check to see if the law lets you include language in your bylaws or adopt other rules that would allow you to use online voting anyway.
  • If the law allows action outside of a meeting only if everyone votes, you basically can’t vote online since getting every last member to vote is pretty much impossible.
  • Mail balloting is not the same as online voting.

Step 3: Check your bylaws.

If Robert’s Rules is your parliamentary authority, then you need bylaws that authorize voting outside of a meeting. Parliamentary procedure likes people to be physically present for discussion and a vote, so if you want to let absent people vote, you have to say so explicitly in your bylaws.

Step 4: Make a plan!

If online voting is an option, make sure you’ve got all the details well-timed and organized before you jump in. Find a credible vendor who can ensure confidentiality and controlled access to voting programs. There’s nothing worse than generating negativity about a new idea because it’s poorly executed. (If you need to, be willing to just wait till next year. Seriously.)

4 Things Most People Get Wrong about AbstentionsRaise your hand if you’ve ever heard or said these words:

  • “All those in favor, say ‘aye.’”
  • “All those opposed, say ‘no.’”
  • “Any abstentions?”

And just keep your hand up there if that last question makes you think, “What in the world is an abstention? And why in the world is the chair asking for them?” Let me try to explain.

First, in parliamentary procedure land, an “abstention” is simply a voter’s decision not to vote. It’s when a motion comes up for a vote, and (1) you don’t want anyone to know what you think about that issue, (2) you disagree with the guy next to you but don’t want him to know, (3) you aren’t sure what you think, (4) you lost track of business a while back and don’t know what the vote is about, or (5) you totally miss that a vote is happening because you’re thinking about golf. So you just don’t vote.

Now hopefully at this point you’re asking, “If an abstention is a decision not to vote, why ask the people who aren’t voting to announce that fact to everyone?” Good question. Asking vote-abstainers to identify themselves is just one of several points of confusion people have about how abstentions work.

1. Always Ask for Abstentions

No. As I’ve talked about before, per Robert’s Rules, abstentions should not be called for, counted, or recorded. Why? Because no member can be required to vote, so when you ask people to tell whether they voted, you’re asking them to make a record of their decision to not go on record.

2. Never Ask for Abstentions

No. Point one aside, there are two circumstances when you should ask people who are abstaining to identify themselves. (1) You’re part of a public body (elected/appointed officials) and have a responsibility to make a record of your participation on votes for the benefit of constituents. Or (2), you’re counting the vote, and those voting are fewer than the number required for a quorum. You wouldn’t want members to question whether a quorum was present for that vote, and so recording the number of abstentions clarifies that you had a quorum. Totally fair.

3. Abstentions Should Be Counted as Votes “Cast”

Wrong. The issue here is whether to count abstentions as votes cast when you’re trying to determine whether you have a majority. In other words, if you’re on a board of 12, all of whom are present, and 10 people vote and two abstain, do you need six yes votes to win or seven? You need six according to the default definition of majority, which is “those present and voting.” So yet another reason not to ask for abstentions. They generally have no effect on the vote anyway. But once in a while they do. See my next point.

4. Abstentions Never Affect the Vote Result

Wrong again. Abstentions affect the vote result if your governing documents define majority differently – as the number of individuals present or the number of total members. Under either of these definitions, using the example above, you would need seven votes to win. In this case, even though an abstention is still not counted as a vote cast, it effectively acts as a “no” vote because the basis for a majority is a fixed number.

All those who now know a little more about abstentions, say “aye.”

A Beginner’s Guide to Governing Documents & RulesI talk a lot on this blog about Robert’s Rules. But let’s be clear that Robert’s Rules (or your parliamentary authority of choice) is not the end-all, be-all. Truth-be-told, there are many sets of rules that your organization must follow. Here’s a quick primer on them and how they work together.

Statutes – These are rules enacted by a legislature. It is not uncommon for state statutes to speak to issues of quorum and notice, for example. If there’s a conflict between your organization’s documents and the laws of your state, follow state law. Not optional. To find the laws that govern your group, look in your state statutes for the category fitting your description: non-profit corporations act, property owners corporation act, etc.

Charter – A charter (and/or the articles of incorporation) is the document that says, “Your group is officially a thing.” It validates an entity’s existence and makes the name and purpose of the group clear.

Bylaws – Bylaws are specific to your group. They define the primary characteristics of the organization, describe how it functions, and state the rights and duties of members. As a rule, they shouldn’t be overrun with procedural details.

Bylaws also include rules that are so important they cannot (and should not) be changed easily. Generally they should include at least these nine pieces of information: name, object, members, officers, meetings, executive board, committees, parliamentary authority, and amendment procedures.

Parliamentary Authority – A group needs to pick a rulebook. Robert’s Rules of Order is not the only one, but it is a common option used to help facilitate the smooth functioning of an assembly and provide a firm basis for resolving questions of procedure. If your bylaws don’t designate an authority, please do yourself a favor and adopt one.

Special RulesThese rules supplement or modify the group’s chosen parliamentary authority.

Custom – What about practices that are basically treated as rules because “we’ve always done it that way”? Totally fine, as long as the practice doesn’t conflict with other rules (bylaws, parliamentary authority, special rules). If a custom breaks a rule, the solution is “easy”: either stop the custom, or adopt a special rule that allows it.

Standing Rules – This last set of rules is related to the details of a group’s management – administrative stuff. For instance, members have to wear an official nametag to get into the convention hall for the business meeting. It’s not parliamentary procedure – just a group method for making sure only members get into the meeting to vote and discuss.

If you’re overwhelmed at this point, don’t be. I’ve listed these types of rules in priority order. First consideration – state law. Last in importance – your group’s customs and administrative procedures. Everything in between counts, too, but just apply each type of rule following the order listed above, and you’ll be fine.

How to Ignore Robert’s Rules and Do Your Own ThingDoes parliamentary procedure matter? Absolutely. But we all know that Robert’s Rules can really cramp your style. (Eighth wonder of the world: A parliamentarian actually admits the frustrations of procedure!) So, some good news: Naming a parliamentary authority (such as Robert’s Rules of Order) in your bylaws doesn’t mean it becomes the bible. There are ways to tweak it to meet your needs. Enter: Special rules.

Special rules are rules that supplement or modify your parliamentary authority.

Special rules are rules that supplement or modify your parliamentary authority (that is, your chosen rulebook). These rules work because they’re specific to the needs of your organization.

Who Needs Special Rules?

I know what you’re thinking. We have enough rules. Who wants to add more – special or not?  Well, if Robert’s Rules is your parliamentary authority, I have two good reasons for you to add some organization-specific tweaks.

  • Reason #1: Robert’s Rules says that each member of a group can speak two times, and up to 10 minutes per time on each motion. Whaaat?! Kill me now, please. Unless you have the best Ted Talk ever on why we should have the 2020 annual conference on the moon this year, there’s pretty much no one I want to hear talk for 10 minutes about anything. No need to open the door and let Joe Talker have free reign. Even if he’s awesome. Or your best friend. Or influential for the cause. A special rule could limit speaking time to match the true needs of your organization.
  • Reason #2: Robert’s Rules provides a standard order of business that goes like this: (1) Reading and Approval of Minutes, (2) Reports of Officers, Boards, and Standing Committees, (3) Reports of Special Committees, (4) Special Orders, (5) Unfinished Business and General Orders, and (6) New Business. Ask yourself: Does this order work for us? I’ve talked before, for example, about how saving new business till the end of a meeting can kill productivity. And really, who wouldn’t skip the first 30 minutes of a meeting spent on committee reports with information everyone already knows or doesn’t care to know? A special rule can re-organize an agenda for efficiency.

The How-To on Special Rules

Adopting special rules takes a bit of forethought, but it’s not hard, especially if your rule has good rationale. You need either a majority of the entire membership or two-thirds of those present and voting if you give previous notice (meaning, a heads-up before the meeting that you’re going to vote on that rule).

Good to know you have the power, right? Make parliamentary procedure work for you – via properly adopted special rules.

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.