Realtor Associations and Parliamentary Procedure
"Parliamentary procedure" is a term many believe limited to student government associations. However, active participants in state REALTOR® associations cannot afford to be ignorant of parliamentary procedure basics. Courts have held that all organizations, including business, professional, educational, and governmental, are subject to the principles and rules of common parliamentary law.
In addition, many associations adopt language in their rules that they will follow a particular parliamentary procedure book, such as Robert's Rules of Order. Courts have ruled that groups that do not obey the rules or act contrary to the rules they have themselves adopted are liable for their actions. As a result, ignoring or incorrectly applying parliamentary procedure can lead to embarrassment as well as lawsuits.
The benefits of a meeting run according to parliamentary procedure extend beyond questions of liability. A presiding officer who properly applies parliamentary procedure can turn long, confrontational meetings into short, painless ones. By strictly adhering to parliamentary procedure, meetings can progress smoothly and quickly.
What Is Parliamentary Procedure?
Parliamentary procedure is the means by which organizations make decisions. Stated another way, parliamentary procedure is all of the laws and rules of organizations that govern the transaction of business. Demeter's Manual of Parliamentary Law and Procedure states that parliamentary law is the:
Demeter's, p. 4. Robert's Rules of Order Newly Revised, another parliamentary manual, defines parliamentary law as follows:
Contrary to common perception, parliamentary procedure is not synonymous with the book Robert's Rules of Order (12th Edition)("RONR"). Instead, there are several major parliamentary books, with RONR being the most popular (used by approximately 85% of U.S. organizations that have a parliamentary authority). Another well-known parliamentary authority is Sturgis Standard Code of Parliamentary Procedure, used by approximately 10% of organizations (and a much easier book from which to learn parliamentary procedure). There are other excellent manuals of parliamentary procedure available. However, the fact that RONR is the most widely used book as well as the easiest to locate argues in its favor as a parliamentary authority.
RONR is an excellent resource for association leaders. The book includes sections on presiding, the duties of officers, running elections, making proper motions, and holding board and committee meetings. RONR is fairly easy to find--just be sure to buy the right book. There are numerous RONR "clones" and earlier editions that are easy to get by mistake. RONR is available in both hardback and softcover (and is 714 pages long).
What Procedures Must Associations Follow?
Most associations formally adopt written rules of parliamentary procedure. This can be accomplished by adopting a rule (typically in the constitution or bylaws) that a particular book shall be the parliamentary authority. The procedural rules in that book then govern meetings when not inconsistent with higher authority, such as state or federal law. This parliamentary authority can be supplemented with more detailed rules for specific situations.
Robert's Rules of Order Newly Revised (12th Edition) is the official parliamentary authority of the National Association of REALTORS®. In addition, most state REALTOR® associations have a bylaws provision that RONR will be followed when not in conflict with law or any special rules of order.
The conduct of business in an assembly often varies by size. Annual meetings of large organizations are typically formal in procedure. Business conducted in a board of more than a dozen members follows the same formal procedure. Some characteristics of formal parliamentary procedure are as follows:
- Members must be recognized by the presiding officer before speaking;
- A motion to take action must precede any discussion of an issue;
- Motions must be seconded;
- Members may only speak to a specific issue twice;
- The presiding officer does not participate in discussion; and
- Formal votes are taken by voice or ballot.
In contrast, formal procedure in a meeting of fewer than a dozen may actually hinder business. RONR (section 49) recommends that the procedure in smaller boards be less formal, such that:
- 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 generally should not be entertained (unless the group has adopted a rule to the contrary);
- The chair need not rise while putting questions to vote;
- The chair can speak in discussion without rising or leaving the chair; and
- Subject to rule or custom, the chair usually can make motions and usually votes on all questions.
While smaller boards can operate more informally, there are times that more formal procedure may be warranted. If a particular issue is hotly contested or likely to subject the board to publicity or a lawsuit, more formal procedure can ensure that procedural safeguards have been observed.
What Is the Standard Order of Business for Board Meetings?
The "order of business" is the sequence in which business is taken up during a meeting. It is a blueprint for meetings and provides a systematic plan for the orderly conduct of business.
If the rules of procedure do not include a standard order of business, parliamentary law has established the following pattern for board of directors (or governing board) meetings:
Opening the meeting
The presiding officer should not call the meeting to order until a quorum is present (or if a quorum is likely not to appear, the chair can call the meeting to order and immediately announce the lack of a quorum). A quorum is the number of members entitled to vote who must be present in order for business to be legally transacted. Quorum is typically defined in the constitution or bylaws.
Once a quorum is present, the presiding officer calls the meeting to order by stating, "The meeting will come to order."
Approval of minutes
In meetings when minutes are to be approved, the minutes are typically distributed to all members so that they do not have to be read aloud. Corrections and approval are normally done by unanimous consent. That is, the presiding officer can ask, "Is there any objection to approving the minutes as read [or distributed]." If there is no objection, the minutes are approved.
Reports of officers, boards, and standing committees
The first substantive item of business in meetings is typically hearing from the officers and established boards and committees. The logic in this order of arrangement is to give priority to the items of business from the leadership. Typically, the presiding officer learns in advance who needs to report and only calls on those officers, boards, and committees that have reports.
Reports are generally for information only. In such instances, no motion is necessary following the reports unless there are recommendations to be implemented. A motion "to adopt" or "to accept" a report is seldom wise except when the report is to be issued or published in the name of the organization.
On the other hand, it is common that the reporting member end by making a motion if there is a specific recommendation for action. For example, the budget committee may have studied the current dues structure. In her report, the committee chairman 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 annual dues be increased to $25.00."
Reports of special committees
Unlike standing committees established in the bylaws, special committees do not have continual existence. Instead, special committees exist solely for the purpose of a specific project. For example, a special committee might be created to plan a specific function or event. Special committees typically go out of existence upon their final report.
Unfinished business refers to matters carried over from a previous meeting. This category of business is sometime incorrectly referred to as "old business." "Old business" is a misnomer in that unfinished business is not simply items that have been discussed previously. Instead, unfinished business items typically fall into one of several specific categories. For organizations that meet at least four times a year, unfinished business may include:
- any matter that was pending when the previous meeting adjourned;
- any matters on the previous meeting’s agenda that were not reached; or
- matters that were postponed to the present meeting.
The presiding officer should know if there are any items to be considered under unfinished business. As a result, the presiding officer should not ask, "Is there any unfinished business?" Instead, the presiding officer should simply state the question on the first item of business. If there is no unfinished business, the presiding officer should skip this category of business.
Much of the work in a meeting is accomplished during the heading of new business. In this category of business, members can introduce any new item of for consideration. As a result, the presiding officer may be unaware of what items of business will arise under new business.
The presiding officer introduces the heading of new business by asking, "Is there any new business?" Any member can then introduce new items of business by making a motion and obtaining a second. Following the consideration of each item, the chair repeatedly asks, "Is there any further new business?" This process continues until there are no additional business items to come before the assembly.
Closing the meeting
In most assemblies the presiding officer can adjourn the meeting without waiting for a motion to adjourn. If all items of business have been considered, the presiding officer can ask, "Is there any further business?" If there is no response, the presiding officer simply states, "Since there is no further business, the meeting is adjourned."
If custom or tradition require that a motion to adjourn be made, the presiding officer can ask, "Is there a motion to adjourn?" Once the motion is made and seconded, the presiding officer can ask, "Is there any objection to adjourning the meeting? Hearing no objection, the meeting is adjourned."
Optional headings in the order of business for board meetings may include a roll call of members, a consent calendar for disposing of routine business by unanimous consent, or announcements. Any item of business can be taken out of its proper order by adopting a motion to suspend the rules with a two-thirds vote, although this is usually arranged by unanimous consent.
What Is the Standard Order of Business for Annual Meetings or Conventions?
Unlike a board, an annual convention meets less frequently. While the order of business for a convention is in many ways similar to that listed above for boards (simply spread over more time), there are a few significant differences:
Approval of minutes
Organizations that only meet once or twice a year typically do not approve minutes. Instead, the board of directors or another committee should be authorized to approve the minutes. Such a practice makes sense because few members are likely to remember what occurred at a meeting held a year ago.
Adoption of convention committee reports
Unlike a board, a convention is an assembly of delegates who represent other members. The convention itself has no permanent members, rules or program. As a result, certain committee reports must be adopted before the convention is official.
The official organization of a convention is brought about by the separate consideration and adoption of three committee reports: Credentials, Standing Rules, and Program, in that order. No activities other than preliminary ceremonies (invocation, pledge, introductions) should be transacted before the adoption of these three reports.
Because conventions meet infrequently, it is unlikely that any item of business correctly falls into this category of business. As a result, a convention program typically has no "unfinished business" heading.
Optional headings in a convention program may include opening ceremonies, a roll call of members, a consent calendar for disposing of routine business by unanimous consent, announcements, or a program. Any item of business can be taken out of its proper order by adopting a motion to suspend the rules with a two-thirds vote, although this is usually arranged by unanimous consent.
How Is Business Brought Before the Assembly?
A "motion" is a formal statement of a proposal or question to an assembly for consideration and action.
A motion is brought before the assembly with three steps:
("I move that...")
2. Another member seconds the motion.
Seconder does not need to be recognized.
3. The chair states the question.
"It is moved and seconded that (or to)..."
Once properly before the assembly, a motion is considered in three steps:
Preference in recognition:
2. Member who has not yet spoken a first time
3. If possible, alternate for and against
2. Chair puts question to a vote
"The question is on the adoption of..."
"As many as are in favor of the motion, say aye."
"Those opposed, say no."
"Those in favor of the motion will rise [or "stand"]. Be seated."
"Those opposed will rise [or "stand"]. Be seated."
3. Chair announces result of vote
"The ayes have it and the motion is adopted." (or)
"The noes have it and the motion is lost."
"The affirmative has it and the motion is adopted." (or)
"The negative has it and the motion is lost."
How Do Motions Work Together?
Many specific motions such as amend, recess, and adjourn have become defined under parliamentary law. For convenience and description, these various motions may be classified into five broad categories:
Motions that bring a question again before the assembly
Not every motion is in order at any time. Motions are proposed, considered, and disposed of in an order known as "precedence." Assigning a rank or order to each commonly used motion enables an assembly to consider each motion without confusion. The order of precedence from highest ranking to lowest ranking is as follows:
Privileged Motions (Highest Rank)
3. Question of privilege
5. Previous question (end debate)
6. Limit or extend debate
7. Postpone to a certain time (or "postpone" definitely)
8. Commit or refer (to committee)
Main Motion (Lowest Rank)
- - - - - - - - - - - -
Precedence can be defined with two basic rules:
2. Motions are considered and voted on in reverse of their proposal. The motion last proposed (and highest on the list) is considered and disposed of first.
What Are the Principles of Parliamentary Procedure?
As with any area of the law, a little knowledge of parliamentary procedure is often a dangerous thing. Some people view parliamentary law as something to be learned so that they can manipulate the rules to their advantage. However, any intent in using parliamentary procedure that is other than constructive, such as to confuse or confound, is an abuse of rules. "The purpose of parliamentary procedure is to facilitate the transaction of business and to promote cooperation and harmony." Sturgis, p. 7.
Since rules cannot apply to every situation, recourse to the fundamental principles of parliamentary law as stated by Sturgis may be necessary:
- All members have equal rights, privileges, and obligations.
- The majority vote decides.
- The rights of the minority must be protected.
- Full and free discussion of every proposition presented for decision is an established right of members.
- Every member has the right to know the meaning of the question before the assembly and what its effect will be.
- All meetings must be characterized by fairness and by good faith.
Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. 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.
Charts and articles are intended to provide general information on parliamentary procedure and are not legal advice or a legal opinion.