Community Associations and Parliamentary Procedure
A BAD MEETING is like the mythical Hydra. Cut off one head, and two more sprout up. But you can tame this unfocused monstrosity with parliamentary procedure.
BUSINESS AS USUAL: a board meeting; a treasurer’s report.
Following the treasurer’s report, a board member moves to “accept” the report. A lengthy discussion follows. There’s a motion to “table the matter to the next meeting.” An argument starts on whether the motion should be to “table” or to “postpone.” By the end of the meeting, the board has spent more time debating procedure than discussing substantive issues. If only the presiding officer had realized the treasurer’s report required no motion or vote whatsoever.
Nobody likes a meeting, and this scenario illustrates why. There always seems to be too much to do and not enough time to do it. Looming above it all is the ever-present threat of tangents and diversions—the treasurer’s report that turns into a procedural debate, or the resident’s question that becomes a filibuster. Indeed, a poorly run meeting can be like the legendary Hydra, a monster that in Greek mythology grew two heads for every one that was cut off.
You don’t have the option of slicing off heads and searing the wounds with fire, as Hercules did to finally defeat the Hydra. But you have the next best thing: parliamentary procedure, which can help turn long, confrontational meetings into short, painless ones. Before you groan at the thought of member after member standing to intone, “Point of order,” at your next meeting, consider: Courts have held that all organizations—including community associations—are subject to the principles and rules of common parliamentary law. Members who act contrary to the rules they have adopted can be held liable for their actions. As a result, ignoring or incorrectly applying parliamentary procedure can lead to embarrassment and even lawsuits.
But the benefits of a well-run meeting extend beyond questions of liability. Presiding officers who make every effort to learn the essentials of parliamentary procedure might find their next meeting a bit less Herculean.
Leaders of community associations must be aware of parliamentary procedure basics. Courts have held that all organizations are subject to the principles and rules of common parliamentary law. Profit and nonprofit corporations and associations must observe proper rules when meeting to transact business.
WHAT IS PARLIAMENTARY PROCEDURE?
Parliamentary procedure is all the rules that govern the transaction of business in meetings. Contrary to common perception, parliamentary procedure is not limited to Robert's Rules of Order Newly Revised. True, Robert’s is the most used authority, But Sturgis Standard Code of Parliamentary Procedure is actually an easier book from which to learn parliamentary procedure.
WHAT PROCEDURES SHOULD YOU FOLLOW?
You can formally adopt written rules of procedure by adopting a bylaws provision that a book such as Robert’s shall be the parliamentary authority. This authority then governs procedure except as spelled out in higher authorities—such as federal or state law, governing documents, or specially adopted rules of order. The parliamentary authority can also be supplemented with specific rules.
How you conduct your business is often determined by the size of your assembly. (To learn more about the total flow of business at a meeting, see “Business to Business,” p. 19.) Smaller boards and committees can and sometimes should be more informal. In fact, Robert’s Rules notes that formality can actually hinder business in a meeting of fewer than a dozen. As a result, in smaller boards, members aren’t required to obtain the floor and can make motions or speak while seated; motions need not be seconded; there is no limit to the number of times a member can speak to a question; motions to close or limit debate generally aren’t used; and the chair usually can make motions and vote on all questions.
Small boards can always follow more formal procedure on matters of sufficient importance or controversy.
In contrast, annual meetings of a community association must be more formal due to the number of members present. Debate must be limited to keep the meeting on time, and formal votes help avoid legal challenges to actions that are taken.
HOW IS BUSINESS BROUGHT BEFORE THE ASSEMBLY?
In meetings that follow formal procedure, no discussion should occur without being preceded by a “motion,” a formal proposal for consideration and action. In a formal meeting, every item of business—whether a proposal to spend $500,000 on building renovations or to take a five minute break—needs one.
There are three steps for bringing a motion before an assembly:
1. A member makes the motion.
For most motions, a member—which means a board member at a board meeting and an association member at an annual meeting—must seek recognition from the presiding officer. Once recognized, the member stands and says, “I move that . . . .”
2. Another member seconds the motion.
The seconder doesn’t need to be recognized and can simply yell out “Second!” The idea is that an assembly shouldn’t waste its time discussing a matter unless at least two members want.
3. The chair states the question.
The presiding officer repeats the motion by stating, "It is moved and seconded that . . . ." allowing the chair to verify the wording. Before being stated by the chair, a motion belongs to is maker and can be withdrawn at any time. After being stated by the chair, a motion belongs to the assembly and must be processed with debate and a vote.
Once properly before the assembly, a motion is considered in three steps:
1. Members debate the motion (unless undebatable).
Several rules govern who get to speak in debate:
- The maker of the motion gets to speak first.
- Supplemental Declaration
- Anyone who has not spoken is recognized before anyone who has already spoken.
- If possible, debate alternates pro and con
- Members can only speak twice to a particular motion.
2. Chair puts question to a vote.
When debate ends (either because no one seeks the floor or because a motion to close debate is adopted), the chair repeats the motion by saying, “The question is on the adoption of . . . .” The vote can be taken by voice (“aye’s” and “no’s”), standing, hand, or some other means.
3. Chair announces outcome.
The last step is for the chair to announce whether the motion passed or failed.
The process for considering a motion can seem repetitive. However, there is no worse situation in a meeting than when members don’t understand what is being discussed or voted upon. A core goal of proper procedure is to assure that all members know the parliamentary situation at any given moment.
WHAT MOTIONS ARE MOST USED?
As you can see, the key to parliamentary procedure is the motion. While there are a lot of them—Robert’s Rules lists more than 80 in its central table—most meetings stick to about a dozen.
Main motion: brings business before the assembly; permitted only when no other motion is pending.
Amendment: allows modification to another motion by adding, deleting, or changing words.
Refer: allows a matter to be sent to a smaller group to consider and report back.
Postpone: delays consideration of a matter.
Limit debate: places a limit on the time or number of speakers.
Previous question: ends debate immediately.
Table: temporarily delays a matter when something of urgency arises.
Recess: permits a short break.
Adjourn: ends the meeting.
Point of order: calls attention to an error in procedure.
Point of information: allows a member to ask a question.
Division of the assembly: demands a rising (but not counted) vote after a voice vote.
Each motion has detailed rules on when it can be introduced, whether it needs a second, whether it is debatable, and the vote required for adoption. (See “Motion Detector,” below.)
HOW DO MOTIONS WORK TOGETHER?
Not all motions are in order at any given moment. Instead, certain motions are considered ahead of others in formal procedure. This concept is known as “precedence”. The order of precedence, from highest- to lowest-ranking motion, is as follows: adjourn, recess, lay on the table, previous question, limit/extend debate, postpone to a certain time, refer, amend, and main motion.
Precedence is governed by two rules:
1. When a motion is being considered, any motion higher on the list—but no motion of lower precedence—may be proposed.
2. The motion last proposed (and highest on the list) is considered and decided first.
For example, suppose the motion being discussed is to authorize $5,000 for painting. A motion is made to amend the motion by striking “$5,000” and inserting “$7,500” (which is in order as it is higher on the list than the main motion). The amendment is discussed, and a motion is made to refer the matter to a committee (which is also in order). Discussion begins on a motion to refer. Then a motion is made to postpone the matter until next month’s meeting (again, in order). A member then moves to adjourn (also in order). Prior to voting on the motion to adjourn, a member obtains the floor and moves to recess for five minutes. The motion to recess is out of order in that it is lower on the list than the motion to adjourn.
This may seem like an unnecessarily elaborate process—reminiscent of our old friend the Hydra—for what seems like a simple item of business. But consider what has been avoided: unnecessary debate and the multiple motions being discussed at the same time. The assembly had only on question before it at any given moment. As a result, members were required to focus on the immediately pending motion only avoiding distractions.
Parliamentary procedure takes many forms and has many specific rules that are beyond the realm of this article. But the preceding example makes clear the true value of parliamentary procedure to leaders of community associations. A solid foundation of procedural knowledge can enhance credibility, produce shorter and better meetings, and make the difference between legitimate actions and illegal actions. Hercules couldn’t do it any better himself.
Here are some of the rules governing the most frequently used motions, listed in order of precedence. Remember, a motion can be introduced if it is higher on the list that the pending motion. (More detailed information can be obtained from Robert’s Rules of Order Newly Revised).
The following motions have no order of precedence and are decided immediately.
|Point of Order||No||No||No||None|
|Request for Information||No||No||No||None|
Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of CAI's College of Community Association Lawyers (CCAL) and the American College of Parliamentary Lawyers (ACPL). He is author of The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track and lead author of Notes and Comments on Robert’s Rules, Fourth Edition. Jim is a partner in Law Firm Carolinas. For more information, visit www.jimslaughter.com.
Updated and reprinted with permission from from “Heads-Up Meetings: Taming the Monster,” in the Community Association Institute's Common Ground magazine, cover story 2000
Charts and articles are intended to provide general information on parliamentary procedure and are not legal advice or a legal opinion.