Some rules are made to be broken--especially when they aren’t really rules in the first place.
The same errors are often made by different chairs, at different meetings, in different associations. Such mistakes are often the result of “meeting myths” that have taken on a life of their own. Things are done a certain way either because “they’ve always been done that way” or because they are “supposed” to be done that way. Unfortunately, as the Porgy & Bess song says: “It ain’t necessarily so.”
What follows are “meeting myths” that need to be put to rest. If you can eliminate one improper practice a month over the next year, your meetings will be faster, fairer and more effective.
MYTH: “WE DON’T USE PARLIAMENTARY PROCEDURE.”
Whether you are aware of it or not, both your board meetings and annual meetings follow parliamentary procedure. Courts have held that all organizations are subject to the principles and rules of common parliamentary law. In other words, boards, committees, assemblies, and annual meetings must all observe proper rules when meeting to transact business.
Many associations also adopt a rule that they will follow a particular procedural book, such as Robert’s Rules of Order, during meetings. 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 lawsuits.
MYTH: PARLIAMENTARY PROCEDURE AND ROBERT’S RULES OF ORDER ARE THE SAME THING.
Parliamentary procedure includes all the rules that govern the transaction of business in meetings. Parliamentary procedure is not identical to Robert's Rules of Order. Instead, Robert’s Rules of Order Newly Revised (11th Edition)(“RONR”) is the most popular of several parliamentary books. Another well-known parliamentary authority is The Standard Code of Parliamentary Procedure (4th Edition)(often referred to simply as “Sturgis”). For the novice, Sturgis can be an easier book from which to learn procedure.
The fact that RONR is the most used parliamentary book and the easiest to locate argues in its favor as a parliamentary authority. RONR is also an excellent resource and includes sections on presiding, the duties of officers, taking minutes, running elections, writing and amending bylaws, and holding board and committee meetings.
RONR is fairly easy to find-just be sure to buy the right book. There are numerous “clones” and earlier editions that are easy to buy by mistake. RONR is available in both hardcover and soft cover and can be identified by "Newly Revised 12th Edition" and its number of pages (714).
MYTH: RULES ARE THE SAME FOR ALL MEETINGS.
Board meetings and membership meetings should be conducted differently. Put simply, the level of procedure usually varies by the size of the assembly. Large annual meetings must be fairly formal. Informal discussion of matters is impractical due to the number of members present. Limits on debate must be observed to keep the meeting on time. Formal votes help avoid legal challenges.
In contrast, smaller boards and committees can be less formal. Formality can actually hinder business in a meeting of fewer than about a dozen. As a result, RONR recommends that in smaller boards and committees:
- Members are not 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, and motions to close or limit debate are generally not used.
- The chair usually can make motions and vote on all questions.
- Some smaller boards dislike the informality suggested by RONR and follow a more formal procedure at all meetings. Even informal boards should be more formal on matters of sufficient importance or controversy.
To avoid confusion as to what procedures to follow, many organizations adopt specific rules governing meetings. Such rules can be lengthy and may even describe what motions can be used during meetings. On the other hand, some organizations simply adopt a rule or two on such matters as recognition and the length of speeches. At a minimum, a rule should be adopted that a particular book will serve as the parliamentary authority.
MYTH: THE ABSENCE OF A QUORUM IS OKAY IF NOBODY BRINGS IT UP.
One of the quickest paths to serious trouble is to ignore quorum requirements. A “quorum” is the number of voting members who must be present to have a valid meeting. This number is typically established by statute or the governing documents.
There is a belief that the lack of a quorum can be ignored if no one raises the issue. Not true! The general rule is that any business transacted without a quorum (except for a few procedural motions) is null and void, regardless of whether or not any member raises the issue. While some state laws allow for a meeting to start with a quorum and to continue if a quorum leaves, this is very different from not having a quorum in the first place.
MYTH: DISCUSSION FIRST, MOTION LATER.
For groups following formal procedure, no discussion should occur without being preceded by a “motion” to take action. A motion is a formal proposal for consideration and action. In formal meetings, all items of business—whether a proposal to construct a new building or to take a five minute break—are initiated by proposing a motion.
MYTH: SECONDS ARE REALLY IMPORTANT.
A second merely implies that at least one other person wants to discuss a motion. In smaller boards, seconds aren’t even required. Even in more formal annual meetings, seconds should not be overemphasized. The presence of a second determines whether or not an issue will go forward into discussion. If there is no second, there should be no further action on the proposal. However, most parliamentary books provide that after any debate on an issue, the lack of a second is irrelevant. The fact that a motion was never seconded can also be ignored after a vote.
Under RONR a seconder does not need to be recognized or even entered in the minutes. If a recommendation is from a committee, no second from the floor is needed.
MYTH: VOTE ON ALL REPORTS.
Committee reports are often for information only. In such instances, no motion is necessary following the report. A motion “to adopt” or “to accept” a report is seldom wise except when the report is to be published in the name of the organization. On the other hand, the reporting member should end by making a motion if the committee has a specific recommendation for action.
For example, the Budget Committee may have studied hiring a new management company. In her report, the committee chair might thank the members of the committee for their hard work and explain in detail the committee’s position and reasoning. At the end of her report, the committee chair would close by saying, “On behalf of the committee, I move that the association retain ABC management pursuant to the terms of the proposed contract.”
In contrast to common practice, treasurers’ reports seldom require action. When a treasurer is simply reporting the cash on hand or receipts minus disbursements, no action is necessary. Such a report should simply be filed for reference.
Treasurers often make more detailed yearly financial reports. Such reports should always be audited (either externally by an accountant or by an internal audit committee, depending on the association’s size and resources). The auditor’s report is then considered and adopted. Approval of the auditor’s report typically relieves the treasurer of responsibility for the period of the report, except in cases of fraud.
MYTH: A MOTION IS ALWAYS NECESSARY.
Many matters can be resolved through “general consent” or “unanimous consent.” Under this method, the presiding officer asks, “Is there any objection to . . . ?” For example, “Is there any objection to ending debate?” If no one objects, debate is closed. If a member objects, the matter should be resolved with a motion and vote.
Unanimous consent allows an assembly to move quickly through non-controversial issues, so that more time can be spent on controversial issues. Reports and motions can be adopted, minutes can be approved, and debate can be ended with general consent.
A similar concept is the “consent agenda,” which is often on the agenda near the start of the meeting. The consent agenda (such as the adoption of the minutes) should include all non-controversial items. Any member can request that an item be removed from the consent agenda and transferred to the regular agenda for consideration and vote. The remaining consent agenda items are then unanimously approved as a unit without discussion.
MYTH: THE MAKER OF A MOTION GETS TO SPEAK FIRST AND LAST.
The maker of a motion has the right to speak first to a proposal. After that, the maker has no more rights than anyone else with regard to the motion.
MYTH: ANYBODY CAN SPEAK AT OUR MEETINGS.
Meetings are for members. Unless there is a rule to the contrary, only members of the particular body are allowed to speak, make motions, or vote. Only board members have a right to participate in board meetings. Only association members have a right to participate in membership meetings. While an assembly can permit anyone to speak, no one but members can demand that right.
MYTH: A “FRIENDLY AMENDMENT” IS OKAY.
Some associations have a practice that any two members can amend a motion on the floor. This occurs when a member asks if the change is “friendly” to the original maker of the motion. If so, the change is made. Such a procedure is unfair and violates parliamentary law.
Once a motion is stated by the presiding officer, it belongs to the assembly. After that point, the maker has no more right than any other member to change the motion. Instead of using “friendly amendments,” the proper practice would be to use unanimous consent ("If there is no objection to this change, . . .") or to require that the amendment be made formally.
MYTH: “OLD BUSINESS.”
There is no parliamentary concept of “old” business. The term suggests a time that any old thing ever discussed can be revisited.
What is sometimes misnamed “old business” is actually “unfinished business.” Unfinished business refers to questions carried over from the previous meeting and includes:
- any matter that was pending when the previous meeting adjourned;
- any matter on the previous meeting’s agenda that was not reached; or
- any matter that was postponed to the present meeting.
The presiding officer will know if there are items of unfinished business. As a result, the presiding officer does not need to ask, “Is there any unfinished business?” Instead, the presiding officer simply states the question on the first item. If there is no unfinished business, this category of business can be skipped. Annual meetings typically have no unfinished business.
MYTH: THERE ARE TOO MANY MOTIONS IN PARLIAMENTARY PROCEDURE.
Granted, there are a lot of different motions. (RONR lists over 84 variations!) However, most business in meetings is accomplished through the use of about a dozen motions.
The Main Motion brings business before the assembly and is permitted only when no other motion is pending. Many issues can be resolved with this one motion. If you like the proposal, speak in favor of and vote for the main motion. If you dislike the proposal, speak against and vote against the main motion.
Other motions regularly used in meetings include:
- Amendment – allows changes to another motion by adding, deleting, or changing words.
- Refer – allows a matter to be sent to a committee to consider and report back.
- Postpone – delays consideration of a matter to a specific time or date.
- Limit Debate – places a limit on the time or number of speakers.
- Previous Question – ends debate immediately.
- 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.
MYTH: CALLING “QUESTION!” STOPS ALL BUSINESS.
The Previous Question (or motion to close debate) is regularly handled improperly. In some groups, a person simply yelling “Question!” from the audience results in action. In other groups, the making of the motion automatically ends debate. Both procedures are wrong.
The motion to close debate is just another motion. A person wanting to close debate must be recognized by the chair. The Previous Question requires a second. While the motion to close debate is not debatable, a two-thirds vote is required. Only the assembly decides when to end debate.
MYTH: “LAY ON THE TABLE” GETS RID OF STICKY ISSUES.
The purpose of the motion to Lay on the Table is to temporarily delay a matter when something else of urgency arises. Once the urgent matter is over, the group can then resume the matter that was tabled. Because the motion to Table is undebatable and only requires a majority vote, it should not be used to get rid of a matter. In fact, RONR provides that the motion to Lay on the Table should be ruled out of order if the evident intent is to kill or avoid dealing with a measure.
MYTH: THE CHAIR RUNS THE MEETINGS.
The chair is the servant of the assembly, not its master. Put another way, the chair can only get away with what the assembly allows.
During a meeting any member can raise a “Point of Order” if it is believed that the rules of the assembly are being violated. This motion can interrupt a speaker and does not require a second. For example:
Member: Point of Order!
Chair: What is your Point of Order?
Member: We are about to move to a new topic, but we haven’t voted on the last motion.
The Chair must now rule on the Point of Order. If the Chair doesn’t know how to rule, the question can be submitted to the assembly for a vote.
If a member is not happy with the Chair’s ruling, any two members can Appeal from the decision of the chair. By one member making and another members seconding the Appeal, any question of parliamentary law can be taken from the chair and given to the assembly for decision. The assembly is the ultimate decider of procedural questions during a meeting.
Proper procedure alone won’t solve all meeting problems. Even so, why encumber your board and annual meeting with practices that shouldn’t be followed at all? Eliminating these myths will bring your meetings more in line with proper procedure and can result in shorter, more effective meetings.
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 four books on meeting procedure, including Robert's Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. Jim is a partner in Law Firm Carolinas. For more information, visit www.jimslaughter.com.
Updated and reprinted with permission from "Meeting Myth-Understandings"in the Community Association Institute's Common Ground magazine, Jan/Fed 2003 issue.
Charts and articles are intended to provide general information on parliamentary procedure and are not legal advice or a legal opinion.