Parliamentary Procedure Basics

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.

A Quick Guide to Voting Terms (Plus PDF Download)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:

abstention

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
general/unanimous consent

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.’”

majority

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
unanimous

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.

 

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).

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.