Meeting Tip 11--Quorum Questions
A quorum is the minimum number of members with voting rights who must be present at a meeting before business can be legally transacted. For a group without a determinable membership, the quorum is those attending the meeting. For a convention of delegates, the quorum is a majority of those registered as attending, and for all other bodies, a quorum is a majority of the membership of the body, except as bylaws or superior rules provide otherwise. Bylaws typically specify a quorum for meetings of the organization, for the board, and for committees. The quorum is usually specified as either a percentage of the membership, or a fixed number, e.g., "The quorum for membership meetings shall be 10 percent" or "...shall be 20 members." "The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions" -- Robert's Rules of Order Newly Revised, 10th ed. (RONR), p. 335.
Corporate law often has quorum constraints; e.g., Washington state nonprofit corporation law allows bylaws to set the quorum for a board at one third or more, and sets the quorum at a majority if the bylaws and articles of incorporation have no board quorum rule (RCW 24.03.110).
Myth: If you don't have a quorum at a meeting, you can't vote on anything but a motion to adjourn.
Fact: "The only action that can legally be taken in the absence of a quorum is to [set the time and place for another meeting], adjourn, recess, or take measures to obtain a quorum" (RONR, p. 336). Emergency action taken in the absence of a quorum must be ratified by a meeting with a quorum in order to be valid (RONR, p. 119).
Meeting Tip 12--Small Boards and Committees
Boards and committees with about 12 or fewer present follow laxer rules than for larger assemblies (as taken directly from Robert's Rules of Order Newly Revised (RONR), 10th edition, p. 470-471; also see p. 483):
1. Members are not required to obtain the floor before making motions or speaking, which they can do while seated.
2. Motions need not be seconded.
3. There is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be entertained.
4. Informal discussion of a subject is permitted while no motion is pending.
5. Sometimes, when a proposal is perfectly clear to all present, a vote can be taken without a motion's having been introduced. Unless agreed to by unanimous consent, however, all proposed actions of a board [or committee] must be approved by vote under the same rules as in other assemblies, except that a vote can be taken initially by a show of hands, which is often a better method in such meetings.
6. The chairman need not rise while putting questions to vote.
7. The chairman can speak in discussion without rising or leaving the chair; and, subject to rule or custom within the particular board [or committee] (which should be uniformly followed regardless of how many members are present), he usually can make motions and usually votes on all questions.
Myth: Ex officio members of boards and committees cannot vote.
Fact: Ex officio members of boards and committees have all the privileges of membership, including the right to make motions and to vote, as other members (RONR p. 466, 480). "Ex officio" means by virtue of holding an office. E.g., if the bylaws provide that the treasurer is a member of the finance committee, he holds that membership ex officio, by virtue of his office.
Meeting Tip 13--What to Bring to Meetings
What should the president, secretary, treasurer, head teller and member bring to a meeting or convention? Each well-prepared member (especially the presiding officer and secretary) should have the advance meeting information (e.g., meeting call with time and place, notices (regarding elections, nominees, bylaw amendments, other motions) and proposed agenda), bylaws and other rules governing the organization, including the parliamentary authority (e.g., the current edition of Robert's Rules of Order Newly Revised (RONR)), and note paper with pen. A membership card or photo ID may be needed, too.
The head teller may need to bring pre-printed ballots, blank paper for unanticipated balloting, pens, ballot box and calculator.
The treasurer should bring a report of the current funds on hand, the amount on hand at the last report, how much income and how much expense occurred in the interim, the amount of any pending obligations and the specifics of any bills needing vote approval before paying. Copies of this report are often provided to the presiding officer and secretary, and sometimes to all members. The treasurer may also need to know at meetings how much money remains available in each budget category, and what the annual budget is for each line item.
The secretary should have the above-listed items for members, the minutes of recent meetings (especially those needing approval), a roster of all members, a detailed agenda with all anticipated motions, and paper or laptop for taking minutes. Some secretaries bring a tape recorder, extension cord, extra tapes and batteries.
The presiding officer should have the above-listed items for members, a membership roster of all standing and special committees, a detailed agenda ("complete order of business listing all known matters that are to come up, shown in proper sequence under the correct headings - or with their scheduled times - as applicable"--RONR p. 435) or script, a notepad, and a gavel if customary.
Myth: A transcript of a tape recording of a meeting can be used for the minutes.
Fact: "The use by the secretary of a tape recorder can be of great benefit in preparing the minutes, but a transcription of it should never be used as the minutes themselves" (RONR p. 444).
Meeting Tip 14--Postponing a Motion
When a main motion is immediately pending (on the floor), action on it may be delayed in several ways. It may be postponed indefinitely, referred to a committee, postponed to a certain time, or laid on the table. Postponing it indefinitely has the same effect as killing it outright; either way, it may be made again as a new motion at any later session. It can also be postponed to a certain time (e.g., "until 8 p.m." or "until next month's meeting").
If something arises needing immediate attention, a pending motion can be laid on the table, but this requires a majority vote to later take it from the table to resume consideration of it.
A pending motion may also be referred to a committee, even a committee with only one member, so the committee can research its ramifications and report back a recommendation. The committee could be an existing standing committee, or a special committee created by the referring motion to consider this one item. To discharge the committee from further consideration of the matter so that the assembly can resume consideration before the committee reports on it, a two-thirds vote, or a majority vote with previous notice, or a majority vote of the entire membership, is required.
A pending motion could also be delayed by a special order of business interrupting its consideration, or a decision to adjourn the meeting before voting on the motion.
Myth: If you don't like a motion you can simply move to lay it on the table to kill it.
Fact: "The motion to Lay on the Table is often incorrectly used and wrongly admitted as in order with the intention of either killing an embarrassing question without a direct vote, or of suppressing a question without debate. The first of these two uses is unsafe if there is any contest on the issue; the second is in violation of a basic principle of general parliamentary law that only a two-thirds vote can rightfully suppress a main question without allowing free debate." - Robert's Rules of Order Newly Revised, 10th edition, p. 208.
Meeting Tip 15--Members' Rights
Members have a right to receive notice of meetings, attend meetings, make/debate motions, vote, and to run for office, except as otherwise provided in the bylaws or special rules (Robert's Rules of Order Newly Revised (RONR), 10th ed., p.3, 5, 431, 255). Errant members can be disciplined and have their rights suspended temporarily by majority vote, or be expelled by a two-thirds vote, but they have a right to defend themselves against the charges against them (RONR p.628). The rights of all members to further debate can be curtailed by a two-thirds vote to close debate.
Myth 1: Only members have the right to serve as officers.
Fact: "In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws or an established practice provide otherwise, it is possible for an organization to choose its officers from outside its membership" (RONR p.431).
Myth 2: Ex officio members do not have the right to vote.
Fact: Someone whose membership on a board or committee is by virtue of holding a specific office is an ex officio member. E.g., the treasurer may be an ex officio member of the finance committee, and the local chapter presidents may be ex officio members of the state board. All ex officio members have the right to attend meetings, make motions, debate and vote, just as any other member, except of course as the bylaws otherwise provide. See RONR p.466-467 and 480.
Meeting Tip 16--Deterring Disorderly Discussion
When a motion is pending and members tell others what they like or dislike about the motion, trying to talk others into voting a certain way, then members are "debating" the motion. The chair should know which motions are not debatable and disallow debate in such cases; see Robert's Rules of Order Newly Revised (RONR), 10th edition, tinted pages 44-45 (just before the index). Even when debate is properly allowed, it can deteriorate into disorder, e.g., when members begin to speak directly to each other, don't wait to be recognized by the chair before speaking, shout, make threats or accusations, etc.
RONR requires "decorum" in debate. "Debate must be confined to the merits of the pending question. Speakers must address their remarks to the chair, maintain a courteous tone, and--especially in reference to any divergence of opinion--should avoid injecting a personal note into debate. To this end, they must never attack or make any allusion to the motives of members. ...[S]peakers should refer to officers only by title and should avoid the mention of other members' names as much as possible." -- RONR p.41-42. "Except in small boards and committees, the presiding officer should not enter into discussion of the merits of pending questions (unless, in rare instances, he leaves the chair until the pending business has been disposed of...)." -- RONR p.42. See p.379-380 for elaboration.
Myth: The chair raps the gavel several times loudly when there is a breach in decorum.
Fact: "If a member commits only a slight breach of order--such as addressing another member instead of the chair in debate, or, in a single instance, failing to confine his remarks to the merits of the pending question--the chair simply raps lightly, points out the fault, and advises the member to avoid it. The member can then continue speaking if he commits no further breaches." -- RONR p.626.
Meeting Tip 17--Format of a Resolution
Most motions are in a simple format, such as, "I move that we buy a new computer for the secretary." The resolution format is often used for more complex motions or when more formality is desired: "I move the adoption of the following resolution...." The following example is a standard format that should provide some guidance.
Whereas, The secretary's current computer has crashed eight times this month;
Whereas, This computer is used to prepare our minutes, agendas, newsletters, membership manual and reports; and
Whereas, The cost of repair is almost as much as the cost of replacement; therefore, be it
Resolved, That the president appoint a committee of three to purchase a replacement computer for the secretary;
Resolved, That the committee complete this task within three weeks; and
Resolved, That the secretary be an advisory member of the committee.
Each Whereas and Resolved clause is a separate paragraph, with the first two words of each paragraph capitalized, with a period only after the last paragraph, and with semicolons ending all other paragraphs (except that the next to last Whereas and Resolved clauses add "and" after the semicolon, and the last Whereas clause may add "therefore, be it"). Each Whereas and Resolved word is followed by a comma, and each Resolved is italicized. The preamble (Whereas clauses) is optional.
Myth: Any part of the resolution may be amended at any time during debate.
Fact: "In the consideration of a resolution having a preamble, the preamble is always amended last, since changes in the resolving clauses may require changes in the preamble" (Robert's Rules of Order Newly Revised, p.103).
Meeting Tip 18--Role of the Parliamentarian
The parliamentarian is an advisor on the rules, and as such, should be knowledgeable about all the relevant rules affecting the organization, not just their parliamentary authority (such as Robert's Rules of Order Newly Revised, RONR). This includes the rules adopted by the organization itself, those of any parent organization, and any applicable laws.
A parliamentarian is usually appointed by the presiding officer, and has a duty to impartially advise on the rules, so the parliamentarian who is also a member forgoes the right to make motions, debate, and vote (except on a ballot vote).
Professional, credentialed parliamentarians are sometimes hired for controversial meetings/conventions, asked to write formal parliamentary opinions, or teach parliamentary workshops. The National Association of Parliamentarians (1-888-NAP-2929) provides free referrals (www.parliamentarians.org/getreferral.php).
Myth: A member can request a ruling from the parliamentarian.
Fact: The chair makes all rulings; the parliamentarian simply advises. "The parliamentarian's role during a meeting is purely an advisory and consultative one--since parliamentary law gives to the chair alone the power to rule on questions of order or to answer parliamentary inquiries" (RONR p. 449). "Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible" (RONR p.450).
Meeting Tip 19--When In Doubt, Ask
Don't know how to phrase a motion? Say, "I have a Parliamentary Inquiry. (Chair: The member will state his/her inquiry.) I'd like to offer a motion to do _____. How should I word it?" Robert's Rules of Order Newly Revised (RONR) p. 281-282: "A Parliamentary Inquiry is a question directed to the presiding officer to obtain information on a matter of parliamentary law or the rules of the organization bearing on the business at hand."
Don't understand a proposed motion or its effect? Say, "Point of Information! (Chair: The member will state his/her point.) Could someone explain...?" RONR p. 282: "A Point of Information is a request directed to the chair, or through the chair to another officer or member, for information relevant to the business at hand but not related to parliamentary procedure."
When chairing, unsure if a proposed motion is in order, or unsure how to interpret a bylaw? Ask your parliamentarian for advice, or ask the assembly to decide (i.e., put it to a vote). RONR p. 245: "When the chair is in doubt as to how to rule on an important point, he can submit it to the assembly for decision...."
When an answer for a parliamentary question isn't required immediately, ask for free advice online at www.robertsrules.com/cp/Scripts/ASP/forum/, or obtain the services of a professional parliamentarian (www.parliamentarians.org/prpreferral.php) for a formal, written opinion.
Myth: You can interrupt with a Point of Information to inform the assembly of important information related to a pending motion.
Fact: "A Point of Information asks a question relevant to the business before the body but not related to parliamentary procedure, e.g. 'How much uncommitted money is now in the treasury?' ... It is not in order to raise a Point of Information to give information; instead, you must wait to be recognized and make your informative point as part of debate." -- Robert's Rules of Order Newly Revised in Brief, p. 95
Meeting Tip 20--When Robert's Rules Don't Matter
Ever been miffed when Robert's Rules of Order weren't followed? Well, sometimes Robert's Rules don't matter! Robert's Rules aren't binding when they aren't adopted as the parliamentary authority. (Check your bylaws to see what book, if any, is the parliamentary authority.) See Robert's Rules of Order Newly Revised, 10th edition (RONR), p. 16.
Robert's Rules don't matter even when adopted, if a higher rule supersedes the particular rule. The higher rule could be, for example, corporate law, national parent organization bylaws, your own bylaws, or your own special rules of order.
Robert's Rules don't matter if the violated rule is suspended by the required vote (usually a two-thirds vote). See RONR, p. 252.
Robert's Rules also don't matter if a minor rule is violated and no one objects by immediately raising a point of order. A point of order must be made at the time of the offense except for when a continuing breach occurs. See RONR, p. 244.
Myth: If no parliamentary authority (reference book of meeting procedure rules) is adopted, then the organization doesn't have to follow any rules at all.
Fact: General parliamentary law (common law) must be followed by groups with no adopted parliamentary authority or other rules of order. See RONR, p. 10, and The Standard Code of Parliamentary Procedure, 4th edition, p. 2-3.