Quick answers to questions on parliamentary procedure

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Agenda (1) Boards (2) bylaws (2) Debate (2) Elections (4) Minutes (3) Officers (3) Presiding (1) Quorum (1) Voting (3)

Wednesday, March 10, 2010

Terse Minutes

Q: Our President demanded that our Secretary limit the minutes of a meeting, only including all actions taken, motions and votes, absolutely no discussions were allowed to be in the minutes, the meeting took two hours and the minutes will take about five minutes. This leave most of us in the dark regarding certain things that are in the process, a new sign, a new directory, etc. Can she do that?

Yes, she can and she should. According to Robert's Rules of Order Newly Revised, the minutes" should contain mainly a record of what was done at the meeting, not what was said by the members" (p. 451).

Essentially, minutes should include motions made and actions taken on those motions. If things are in process, there should be a motion tied to that process. For example, "Resolved, that we purchase a new sign." This motion can be postponed to the next meeting or referred to a committee, if the organization wishes to continue consideration. A postponed motion should be treated as a General Order for the next meeting and taken up before New Business. A committee can report back its recommendations when it is ready, and this would be taken up under Reports of Committees. If your organization is discussing matters without a motion pending, it needs to initiate all new items of business with a formally introduced main motion. The disposition of all main motions must be recorded in the minutes and tracked from meeting to meeting (through the use of committee reports and general orders).

I hope this helps.

Tuesday, March 9, 2010

Open Meetings

Q: I am wondering where I would look to find something I can print that tells if the Texas Open Meetings Act takes precedence over Robert's Rules Of Order.

The answer to this question can be found in Robert's Rules of Order Newly Revised: "Aside from rules of parliamentary procedure and the particular rules of an assembly, the actions of any deliberative body are also subject to applicable procedural rules prescribed by local, state, or national law and would be null and void if in violation of such law" (RONR, p. 3-4)

If your organization is subject to the Texas Open Meetings Act, then it must follow those laws. Robert's Rules of Order Newly Revised is designed to encompass all the procedural needs of an organization that are not first covered in statute, your organization's bylaws, and your organization's special rules. Look to these first and then look to RONR for the answer. In conclusion, laws take precedence over RONR.

Check first to see if your organization falls under the Texas Open Meetings Act, which usually applies only to government entities. I recommend reviewing the following document from the Texas Attorney General web site:  http://www.oag.state.tx.us/AG_Publications/pdfs/openmeetings_easy.pdf

Monday, March 8, 2010

Secretary Casting the Ballot

Q: I have been to a number of annual meetings for various nonprofit organizations. In many cases the Secretary presents the slate of officers and then says something like "and the Secretary casts one for the ballot." I would very much like to know more about why this is done and what it actually means.


This is usually an unofficial and unauthorized procedure that some assemblies customarily use without being aware that it is not allowed. It is often used when only one name has been presented for an office and there is a desire to avoid the lengthy process of balloting. Sometimes the expression is used as follows: "There being no other nominations, the secretary will cast one ballot for the nominating committee's slate" or "I move that nominations be closed and the secretary cast the ballot."

One must remember, however, that even on a ballot with one nominee and even though nominations have been closed, the individual voter may still write in another name. The voter has the right to oppose any choice or nominee, and the only way a voter can cast a vote against a single nominee is to write in an alternative.

According to Robert's Rules of Order Newly Revised: "When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended, even by a unanimous vote. Thus, it it out of order in such a case to move that one person -- the secretary, for example -- cast the ballot of the assembly" (pages 398-399).

Bylaws, however, can be written with almost any special provision. For example, the association bylaws can be written to specify that a ballot election may be by voice vote if there is only one nominee. Unless the association bylaws specifically allow the secretary to cast the vote on a ballot election with only one nominee, the custom you have identified is out of order.

Sunday, March 7, 2010

Teleconferencing Rules

Q. When my organization conducts a teleconference meeting, the chair insists on taking all votes by voice, even though we have had several contested and debated issues. Our bylaws have no provisions for teleconferences, even though we use Robert's.

Robert's Rules of Order Newly Revised (page 482-483) states: "The bylaws may authorize a board or committee to meet by . . . teleconference. If they do, then such a meeting must be conducted by a technology that allows all persons participating to hear each other at the same time . . . It is advisable to adopt special rules of order and standing rules, as appropriate, to specify precisely how recognition is to be sought and the floor obtained during . . . teleconferences."

Electronic meetings tend to restrict the deliberative process. For example, telephone conferences allow each individual to hear, but not to see. Studies have shown that hearing has one of the lowest retention rates for communication:

  • Reading 10%     
  • Hearing 20%
  • Seeing 30%
  • Hearing and Seeing 50%

When only hearing is available for a meeting, the ability to communicate is cut in half.

Whenever membership rights are to be limited, it must be authorized. Bylaws are inflexible by design, hard to change, and cannot be suspended. Special Rules, however, are easier to change and can always be suspended (with a 2/3 vote). In a meeting context, it is better to have this flexibility. So, authorize with the bylaws, but specify with special rules.

I recommend you approach your chairman and explain to him that teleconferences must be authorized by the bylaws. Also recomend that some special rules be adopted. For example,

"In a teleconference meeting, voting shall be conducted as follows:

a. Unanimous consent shall be used whenever possible and especially for routine business such as adoption of the agenda, approval of the minutes, or adjourning the meeting.
b. A roll call vote shall be taken whenever a two-thirds (2/3) vote is required or whenever a member calls for a Division to verify a voice vote."

This gives your chairman the option to conduct voice votes as long as the attendees are comfortable with it. Also, a 2/3 vote is required to Limit Debate, move the Previous Question, take items out of order from an approved agenda, or otherwise Suspend the Rules. A 2/3 vote cannot be taken by voice and a standing vote cannot be taken over the telephone, so the only option for extra-majority votiing is to do a roll call.

Saturday, March 6, 2010

HOA Nominating Committee

Q. Can a member of the nominating committee be a member if they are being nominated for the position on the Board of Directors of a homeowners association?

In general, yes. I looked up your state laws regarding planning communities and could find no restriction on nominating committee procedure. If you wish to be absolutely sure, contact an attorney in your state familiar with HOAs. Also, review your HOA bylaws for any special restrictions or requirements for the nominating committee, as they must be followed. Your state laws do say the following: "Except as otherwise provided in the bylaws, meetings of the association and the executive board shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised."

Robert's Rules of Order Newly Revised (page 419) states "Members of the nominating committee are not barred from becoming nominees for the office themselves. To make such a requirement would mean, first, that service on the nominating committee carried a penalty by depriving its members of one of their privileges; and second, that appointment or election to the nominating committee could be used to prevent a member from becoming a nominee."

It is not at all uncommon for members of a nominating committee to be put forward as nominees. Remember that a nominating committee is only making a recommendation. The voting body has the final say in the election. Make sure that there is an opportunity for nominations from the floor after the nominating committee gives its report. This is an important step to ensure that the will of the voting body is expressed in this most important of all decisions -- determining the officers and directors.

Friday, March 5, 2010

Approving the Minutes

Q. What is the proper procedure for approving the minutes?

In Robert's In Brief on page 14, you will see the correct procedure for handling the minutes.

This motion and the motion to adjourn are so routine, that they are best done by unanimous consent. Robert's recognizes that the normal steps -- move, second, state the question -- are not necessary. Simply have the chair say: "Are there any corrections to the minutes? . . . If there are no corrections, the minutes are approved." If no one objects to this, the minutes have been adopted by unanimous consent.

You are doing the right thing for your organization by learning more about procedure. Remember that the rules exist to help the assembly, not to burden it.

Thursday, March 4, 2010

Who Can Move to Approve Minutes?

Q. Can a person move to approve the minutes of the previous meeting even though he was not in attendance at the previous meeting?


Yes. Any person may move, second, or correct the minutes and may vote to approve them. To formally move approval of the minutes means that the maker of the motion has either reviewed the secretary's draft and feels that it is in decent form for approval or trusts the secretary's ability to draft the minutes. It is so routine a question that it is best done by unanimous consent, rather than a formal motion. Seconding simply means that the person wishes to consider the approval of the minutes, but then who wouldn't be in favor of considering and approving the minutes? Again, it is so routine that seconds should not even be required. One doesn't have to have attended the meeting to make a correction. The name of a member mentioned in the minutes might be misspelled and the person who was not in attendance is as capable as anyone to correct such things.

As for voting to approve the minutes, all members should be allowed to do so, even though they may not have attended the previous meeting. Minutes are a legal statement of actions taken. The principle at play here is that an organization, and especially a corporation, speaks through its minutes. If your organization ever finds itself in court, the first question the judge may ask is to see a copy of the minutes. Every member should have a say so in something that important.

Wednesday, March 3, 2010

Idle Chatter

Q. We have a problem with members talking to each other during our meeting. Do you have a diplomatic way to address this problem?

I would announce the following at the beginning of the next meeting: "The chair will be formally following Robert's Rules of Order Newly Revised for this meeting. Only one person may speak at a time and no one may speak until they first obtain recognition from the chair."

This is the most basic of all rules. It goes back to what we learned in kindergarten when the teacher insisted that we be recognized before speaking. The problem is that your members are the ones who are being rude, so in my opinion, there is no need to worry about being diplomatic. Be firm and be fair, and when they fall back into their bad habits, remind firmly again. It is the job of every presiding officer to do this.

A meeting cannot disintegrate into casual conversations and still be a meeting. When they start talking to each other simply state: "Ms. Smith is the only person recognized to speak at this time." Or you may remind them: "Please direct all remarks through the chair."

Remember that you are doing this to help your organization. Sometimes a little tough love goes a long way. Good luck!

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