We’ve talked before about how to make a motion and what happens to a motion after a member makes it. For all you visual learners, here’s an infographic that illustrates these parliamentary procedure concepts. Don’t be afraid to take this with you to a meeting! Who knows? That person next to you may need it.
If 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!
Remember 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.
A 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.
Taking minutes arguably tops the list of “most thankless jobs,” and those who assume the role often wish they hadn’t been such a willing volunteer. But accurate minutes are a parliamentary procedure “must” for all non-profits – including homeowners associations, churches, unions, sororities, and political parties. Here’s why:
Minutes Are Required by Law
It’s always good to know the law, right? Before you and your group get into trouble, here’s the legal basis for taking minutes.
State Laws – Most (if not all) states require corporations to keep minutes of the proceedings of its members, board of directors, and committees.
Federal Laws – In addition to state laws governing minutes, the IRS is also interested in whether non-profits are documenting their governance decisions. The IRS has devoted a section of Form 990 to “Governing Body and Management,” which, among other questions, asks whether “the organization contemporaneously document[ed] the meetings held or written actions undertaken during the [previous] year by . . . the governing body [and] [e]ach committee with authority to act on behalf of the governing body” (Form 990, Section VI, Question 8).
Documentation can occur by any means permitted under state law but must “explain the action taken, when it was taken, and who made the decision” (Form 990 Instructions at 21).
“[C]ontemporaneous” means “by the date of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting) or (2) 60 days after the date of the meeting or written action” (Form 990 Instructions at 21).
I know what you’re thinking: So, is this really a legal “must” or just a favorite of Robert’s Rules? Admittedly, the IRS does not require non-profits to document their governance decisions (Form 990, Part VI – Governance – Use of Part VI Information). But the agency is up front about its intent to use the information in Form 990 Part VI to “assess noncompliance and the risk of noncompliance with federal tax law of individual organizations” (Form 990, Part VI – Governance – Use of Part VI Information).
The bottom line: Keeping accurate, current minutes is an important part of documenting decisions to demonstrate an organized approach to governance and strategic planning, and to defend against investigations into failed compliance. And the law would love you to write ‘em up ASAP, or at least within 60 days.
Minutes Save Time and Help Prevent Confusion
Let’s face it – meetings can be boring and mind-numbing, i.e., a perfect recipe for distraction and a great excuse to check (and re-check) every app on your phone. Even without long‑winded speeches and endless agenda items, the details of a meeting can be hard to follow if amendments and procedural motions are in play.
The upshot? It’s easy to leave a meeting without a clear understanding of the actions taken. And even if you think you know which motions passed and failed, odds are you won’t be able to recall the precise wording or the details that will most certainly become important when members begin to execute approved plans, or when someone suggests an alternative course several weeks or months later.
Minutes to the Rescue
Minutes fill this memory gap and provide a clear record (i.e., the exact wording) of motions that passed and failed. Well-organized minutes of previous meetings also act as a ready reference down the road when the chair or other members want a quick answer to previous decisions on a specific topic.
Stay tuned…Next week’s post will give you two more reasons that taking accurate minutes is key.
Attend a meeting or read an organization’s rules, and you’re likely to encounter a variety of voting terms. Parliamentary procedure (e.g., the rules of Robert’s Rules and other parliamentary procedure guidebooks) helps us out with the voting process.
Though some concepts may seem familiar, even well-known terms like “majority” have nuanced meaning. Here’s a quick guide (and some bonus tips) to common voting terms whose definitions and usage may not always be readily apparent:
to not vote at all
Bonus Tip: Except in public bodies, a presiding officer should not ask members to identify whether they are abstaining from a vote.
|ballot vote||a written, secret vote on a slip of paper; allowed only when required by the bylaws or ordered by a majority vote|
|counted vote||a method of vote verification whereby each vote is individually tallied; occurs on the chair’s initiative alone or via passage of a motion by majority vote; one member cannot demand it|
|division of assembly||a method of vote verification demanded by one member, whereby an inconclusive voice vote or show of hands vote is retaken as a rising vote; the demand is made by calling out, “Division!”; not a method by which one member can demand a counted vote|
a vote taken informally on noncontroversial matters
Bonus Tip: To take a vote using this method, say, “If there is no objection, we will . . . .” If any member objects, simply put the motion to a more formal vote by saying, “All those in favor of . . . say, ‘aye.’ All those opposed, say, ‘no.’”
more than half of the members in good standing that are both present and voting
Bonus Tip: This is the default definition of “majority” if used without qualification in an organization’s governing documents.
|majority of a quorum||more than half of the number of members needed for a quorum|
|majority of the entire membership||more than half of all the members in good standing, regardless of whether they are present|
|majority of the members present||more than half of the members in good standing that are present at a meeting|
|plurality||the largest number of votes among three or more candidates or proposals; not necessarily a majority|
|proxy||a “power of attorney” given by one member to another member to vote in his place|
every member present casts the same vote on a motion
Bonus Tip: This is the weakest type of vote because it allows one disagreeable member to control the entire group. Use judiciously.
|vote by acclamation||
a declaration by the chair that a member nominated for an office is elected; no vote is taken
Bonus Tip: Used only when only one person is nominated for an office and the bylaws do not require a ballot vote.
You know the drill….the meeting that drags on forever because of unnecessary committee reports. There is good news straight from the parliamentary procedure powers that be: You do not have to include “Time-Wasting Committee Reports” on your meeting agenda.
What fits in the category of “Time-Wasting Committee Reports” exactly?
Time-Wasting Committee Report = A committee report that is given dedicated space on the agenda to tell about its activities, even though it doesn’t have any items to present for action.
You don’t need Robert’s Rules to tell you that these reports are eating up precious minutes during meetings. But parliamentary procedure can give guidance on how to tactfully, responsibly pare down the unnecessary verbal reports.
Help! How can you eliminate them?
The first step to removing time-wasting committee reports from the agenda is to ask each committee to submit an official written report and a completed committee activities form at least one day prior to when staff prints the agenda and meeting materials.
The committee activities form is a one-page summary of who’s been doing what (recently). The form isn’t rocket science to fill out and simply asks the committee to state the following information:
- Committee name
- List of committee members
- Summary of committee activities since the last meeting of the entire group
- List of action items for the entire group
Simply put, the Committee Activities Form is an at-a-glance method of determining which committees need a place on the agenda. And (wink, wink) it simultaneously functions as a method of seeing which committees are actually functioning.
Once you have a Committee Activities Form in hand for each committee, the second step to removing time-wasting committee reports from the agenda is to review the forms and give dedicated space on the agenda only to committees that have actions items to present to the entire group.
The rest of the reports should be printed for distribution at the meeting (or loaded to an internal website) so that members can read them on their own time. Similarly, at the meeting, the committees that are placed on the agenda can simply rise and present the action items they’ve listed, leaving the rest of the report to be read later at members’ leisure.
One Final Point of Clarification
Reports of committee activity, even without any action items to present for a group decision, are still important. My goal is certainly not to diminish the good, hard work that committees perform for any well-functioning organization. Sometimes active committees need a spot on the agenda, even without any action items, especially when they have vital information to communicate. But the status quo in many organization is to allow all committees time to report, with little thought for the effect reports have on the length of the meeting and the valuable time of dedicated members.
Before your next meeting, give some thought to your agenda and consider whether you can do just fine without a verbal presentation from every committee.
Discussing….presenting ideas….asking questions. Parliamentary procedure allows all of this, right? But, you’re thinking, there’s this guy who always speaks up. Or there’s the member who asks the strangest questions – the awkward ones no one knows how to answer! And what about the lady who just won’t shut up once she gets going.
Discussion keeps the meeting rolling along with a variety of participants. But the flip side? Discussion can be what makes a meeting last forever. If you’re in charge, it’s easy to let discussion rule the day. However, it’s a mistake to think that you must…
1. Always Ask For Discussion No Matter What
2. Recognize the Loudest, Most Persistent Members First
Every group has that member who offers his opinion at will by interrupting other members around the board table, or by yelling his views from the back of the room. Don’t let that happen. A presiding officer should require each member to seek recognition before speaking. This is not just Robert’s Rules. It’s wisdom and courtesy.
In a large group, members should leave their seats and come to a microphone. This ensures that their comments will be heard by everyone, and it forces them to get in line and wait their turn. In a small group, members should raise their hand and wait to be recognized.
3. Never Cut Anyone Off
Discussion without any time limits just might be the definition of “purgatory.” Robert’s Rules of Order helps a little: Members can speak only two times, for 10 minutes each time, on any issue.
But this isn’t enough. (Do you really want to listen to Mr. Talks-a-Lot for 10 whole minutes?) Groups should adopt other methods to ensure that discussion doesn’t extend longer than necessary.
Here’s a few ideas, all of which can be accomplished by adopting special rules.
- Limit members’ speaking time on any issue to two times for three minutes each time.
- Assign time limits to each item on the agenda. Run your meeting with a schedule.
- Decide the total number of members that can speak in favor of and against each motion.
Bottom line: Enforce the limits you have. This means you likely need a timekeeper. And when a member’s time runs out, just kindly say, “The member’s time has expired,” which sounds much friendlier than something like, “You are out of time.”
A great meeting doesn’t happen when the presiding officer delivers a monotonous lecture. It happens when just enough people provide enough good thoughts to keep the meeting interesting and helpful, and to provoke solid decision-making. Run your next meeting with some discussion controls in place, and you’ll likely find it’s a much more enjoyable experience.
“Executive session” is fancy meeting terminology for a secret proceeding. You probably already knew that much, but conducting a proper closed-door meeting requires knowing a bit more. Here are a few parliamentary pointers that will help you successfully navigate private consideration of delicate issues.
1. Entering executive session requires a motion and a majority vote.
Executive session can’t happen merely on the say-so of one member, or even several. Rather, transitioning a business meeting from open to closed proceedings requires adoption of a motion by majority vote.
As usual, there are a few exceptions—for example, if your group’s governing documents or parliamentary authority (e.g., Robert’s Rules) requires certain topics (think personnel or disciplinary issues) to always be discussed in secret. But, in general, you need the consent of more than half of the members present and voting.
Here are the official parliamentary procedures for entering executive session:
- A member moves that the group enter executive session for consideration of a certain topic.
- The motion to enter executive session is seconded, discussed, and then put to a vote.
- If a majority say “yes,” the group enters executive session.
2. Non-members can attend executive session if invited.
The parliamentary procedure rule for attendance at an executive session is members of the group, plus necessary staff and special guests. For members, attendance is limited to members of the specific group that is meeting. So, for an executive session of a board or committee, only members of that board or committee can attend, not every member of the organization at large. But certain non-members could be invited to attend too. Why? They might need to be present to provide context or perspective. For example, maybe outside legal counsel should attend to explain what exposure the group has as a result of its treasurer’s recent mishandling of funds.
3. Actions taken in executive session don’t always need to stay a secret.
Yes, it’s hush-hush—until the group decides otherwise. Discussion that occurs in executive session should always be secret, but all or some of the actions taken can be publicized afterward if the group chooses. So, even though “executive session” means a secret proceeding, a group may want to share some of its conclusions or proceedings later simply to lessen some of the gossip that often accompanies such meetings.
4. Leaking executive session secrets (even in the minutes) is serious.
Violating the secrecy of an executive session is an offense subject to disciplinary action. So, an organization that learns that a member has divulged matters discussed in executive session has grounds for following membership disciplinary procedures (as outlined in its governing documents and parliamentary authority). Along those lines, minutes of an executive session should be kept private and approved only in an executive session of the same group that had the secret discussion initially (i.e., don’t approve them in the next open membership meeting as you usually would with a prior meeting’s minutes). Of course, because minutes are a record only of actions taken, not discussion that occurred, there may be instances in which executive session minutes merely contain actions that have already been made public. In that case, their approval can occur publicly as well.
By all means, use the concept of executive session when needed. Just follow proper parliamentary procedure for a smoother ride.
My 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.