Paul McClintock, PRP, ResourcesPaulMcClintock, PRPRESOURCES in Parliamentary ProcedureBooks • Order of Business • Bylaws • Motions • Presiding • Secretary • Treasurer • Q&ANote: Abbreviations are usedbelow as follows--RONR - Robert's Rules of Order Newly Revised, 10th edition, 2000TSC - The Standard Code of Parliamentary Procedure, 4th edition, 2000DM - Demeter's Manual of Parliamentary Law and Procedure, Blue Bookedition, 1969PA - Parliamentary authority (usually RONR, TSC or DM)PL - Parliamentary Law, by Henry M. Robert Recommended Books and Materials ParliamentaryAuthorities • EducationalMaterials • Gavelsand BlocksParliamentary AuthoritiesThe number one book on parliamentary procedure is Robert'sRules of Order Newly Revised, 10th edition, 2000 (RONR). Moreorganizations prescribe RONR as their parliamentary authority (PA) thanany other manual. BUT there are other PAs, and one must check their bylawsor other rules to see if and what PA is prescribed for any given organization.It should be noted that the 1915edition (the 4th) is the latest that is no longer protected by copyrightlaw, and that there are numerous Robert's Rules of Order derived fromthis edition by modern authors. Some are merely the 4th edition withperhaps some formatting and illustration improvements, and others are a completerevision. But the standard is the 10th edition published by PerseusPublishing. Amazon.comhas 80sample pages, including the table of contents and index.The authorship team of RONR 10th edition have alsopublished: • Robert's Rulesof Order in Brief, March 2004. This concise and user-friendly guidewill expertly brief readers on the rules most often needed at meetings. Itincludes sample dialogues, helpful references to RONR, and handy tips forofficers.The American Institute of Parliamentarians, in addition to its principalinterest in RONR, focuses attention on these two parliamentary authorities: • The StandardCode of Parliamentary Procedure, Alice Sturgis and the American Institute ofParliamentarians, 4th edition, 2000, McGraw-Hill. • Demeter'sManual of Parliamentary Law and Procedure, George Demeter, Blue BookEdition, 1969, Little, Brown & Company.Some other parliamentary manuals, including somederived Robert's Rules, are: • Cannon'sConcise Guide to Rules of Order, Hugh Cannon, 1992. • The CompleteHandbook of Business Meetings, Eli Mina, 2000. • The CompleteIdiot's Guide to Robert's Rules of Order, Nancy Sylvester, 2004. Chapter 1 in PDF. • Mason's Manualof Legislative Procedure, Paul Mason, 2000, adopted by many statelegislatures. • MeetingProcedures: Parliamentary Law and Rules of Order for the 21st Century, JamesLochrie, 2003. • MerriamWebster's Rules of Order, Laurie Rozakis, 1994, Merriam-Webster. • Mina's Guideto Minute Taking: Principles, Standards & Practical Tools, Eli Mina,2004. • ParliamentaryLaw, Henry M. Robert, 1923. • Procedures forMeetings and Organizations, Kerr & King, 1996, Canadian parliamentaryauthority. • Webster's NewWorld Robert's Rules of Order Simplified and Applied, Robert McConnellProductions, 2nd edition, 2001, Hungry Minds, Inc.Go to TopEducational MaterialsMost of the books mentioned above and many additionaleducational materials on parliamentary procedure are available from: American Institute of Parliamentarians National Association of Parliamentarians Parliamentary Procedure Instructional Materials by Shane Dunbar Robert McConnell's Parliamentary Procedure Resource PageGo to TopWalnut Gavels andSounding BlocksThe best price I'vefound for a gavel and sounding block (solid walnut) is from:C & M Trophy, 23206 57th Ave W, Mountlake Terrace,WA 98043425-775-3605, Fax 775-0922, trophy4u@verizon.net.Go to Top Standard Order of Business The RONR (p.25) standard order of business fororganizations that meet at least quarterly is: Reading and Approval of Minutes Reports of Officers, Boards, and Standing (permanent) Committees Reports of Special Committees (that exist only until they complete their task) Special Orders (matters previously assigned a special priority by motion or bylaw) Unfinished Business and General Orders (matters introduced at and carried over from preceding meeting) New BusinessNotes: The "call to order" is not "business" and is thus not listed (RONR p.25 footnote). Neither is "adjournment." If the organization does not meet at least quarterly, a committee should be authorized to approve the minutes (RONR p.457), so #1 above would not apply in this case. The chair should check beforehand with each reporting officer and committee to see if they have a report to give and call on them only if they have a report (RONR p.344). Bylaw-required elections are special orders (RONR p.346). "Unfinished business" was previously introduced but remains "unfinished" due to being postponed to this meeting, laid on the table, or the meeting adjourned before the final vote. It is improper to use the term "old business" in that all previous business, both finished and unfinished, is old (RONR p.346 footnote).Go to Top Bylaws and other Governing Documents An organization may be subject to parent organizationbylaws, or public law (national, state or local), but the rules under its directcontrol are the corporate charter (if incorporated), bylaws (includingconstitution), special rules of order (procedural rules extending or amendingthe parliamentary authority) and standing rules (administrative, relating toactivity outside of meetings).A corporate charter (also called articles ofincorporation, articles of association, etc.) is required by the governmentbefore it will grant corporation status to an organization. In WashingtonState the term is Articles of Incorporation (AOI), and the initialarticles for a nonprofit must include the organization's name, duration(perpetual or for a stated number of years), purpose, the names and addresses ofthe registered agent, initial board of directors, and incorporators, and someprovision for asset distribution in case of dissolution; AOI may optionallyinclude additional provisions, but RONR (p.11) says "a corporate chartergenerally should contain only what is necessary to obtain [incorporation]…leavingas much as possible to the bylaws….""Acorporate charter should be drafted by an attorney," according to RONRp.11. Cornell University has linksto state corporation laws.Bylawsof an association generally define the association's name, purpose, andstructure. If incorporated, the bylaws need not repeat provisions in thecharter, and if they do, each replicated provision should be followed with areminder note something like, "This provision may not be amended to beinconsistent with the corporate charter."Modernpractice is for an organization to have a single document called"bylaws" rather than one called "constitution and bylaws" orseparated constitution and bylaws. The only parliamentary reason forseparate documents is if the constitution is harder to amend, but this can beaccomplished in a single document as well. "Since the word 'constitution'is the proper or appropriate term for use only by nations and sovereignstates, the use of the term 'constitution' in deliberative bodies (as in'constitution and bylaws,' or simply 'constitution') is, strictly speaking, onlya bylaw under the inappropriate name, 'constitution.' Hence,'constitution' in clubs, societies and organizations is a misnomer; but it iscommon usage" (DM p.217).Standardbylaws have articles for name, object (purpose), members, officers, meetings,executive board (if needed), committees, parliamentary authority, and amendments(RONR p.13). TSC (p.253) suggests bylaw articles for name, purpose,membership, officers, board of directors, meetings, committees, finances, termsof offices, elections, quorum, discipline and expulsion of members,parliamentary authority, policies, amendments to bylaws, dissolution. DM(p.193) lists these possible bylaw articles: name; location ofheadquarters; nonprofit, nonsectarian and nonpolitical; members; qualificationsfor membership; voting on new members; dues; officers (nomination, election,eligibility, vote required to elect, term, duties, oath); resignation fromoffice; filling vacancies; penalty for absenteeism; grounds for removal; salary,compensation per diem; immediate past president; meetings; quorum; order ofbusiness; executive board, standing and special committees; composition,meetings, duties, powers, elections or appointment; resignation from membership,reinstatement; annual convention; assessments and fines; installation of newofficers or members; limiting expenditures; ladies auxiliary; parliamentarymanual; amendments to bylaws.Thebylaw on parliamentary authority should read something like this (RONR p.569):"The rules contained in the current edition of Robert's Rules of OrderNewly Revised shall govern the Society in all cases to which they areapplicable and in which they are not inconsistent with these bylaws and anyspecial rules of order the Society may adopt."SeeSample Bylaws.Go to Top Members' Guide to Making Motions The organization makes group decisions byagreeing to “motions.” A motionis a proposal made by a member that the organization does something. Only one motion is to be considered at a time, although while one motionis under consideration, some secondary motions can be made if urgent or relevantto the pending motion, in which case consideration on the original motion issuspended until the secondary motion is dealt with.The normal life cycle of a main motion is: A member seeks permission to speak by standing and saying, “Mr. President” (Mr./Madam <title>/chairman). The chair recognizes the member, giving them the floor (permission to speak). The member will “move that (the organization does something).” Another member seconds the motion: “I second it,” without recognition or rising. The chair states the motion for all to hear. The members debate the motion, speaking for or against it; see rules below. The chair puts the question on adopting the motion to a vote. E.g., all in favor say “aye”; all opposed say “no.” The chair announces the vote result. E.g., the “ayes” have it, the motion is adopted, and we will (what the motion said to do). Rules for debate (RONR): The maker of the motion can speak first. Debate alternates between pros and cons. First time speakers on the motion get to speak before those seeking to speak a second time. At most 10 minutes are allowed per speech. Each person can give at most 2 speeches per motion per day. Debate must be germane (pertinent). Debate must address the merit of the proposal rather than attack the people of the opposing side.To obtain the floor, stand and say, "Mr.(Madame) President (use official title, or Chairman if title is unknown)."The chair will respond, "For what purpose do you seek recognition?"Say, "My name is _________. I rise to make a motion.” If in order, thechair will respond, “The member (delegate) is recognized to make a motion.”To make a motion, obtain the floor and say, “Imove that _________." E.g., "I move that the bylaws be posted on ourwebsite." Give a written copy of the motion, with your name, to the chair.To second a motion, say, "Second!"from where you sit or stand, loud enough for the chair to hear. Most motionsneed to be seconded; nominations do not. You need not obtain the floorbefore seconding a motion.To speak for (or against) a motion in an effortto persuade others to vote for (or against) it, obtain the floor by indicatingthat wish to speak in favor of (or, in opposition to) the motion (or amendment).After being recognized, make your remarks. Confine remarks to the merits of thepending question; do not question the motives of other members; address remarksto the chair and not to other members.Toamend a motion (change the wording), move to amend by striking words,inserting words, or both: "Imove to amend the motion by striking __ and inserting __." Or, "I move to amend the motion by adding '__' at the end."To end debate and amendments to a motion: stand,obtain the floor, and say, "I move the previous question." Thistakes a two-thirds vote.To nominate someone, obtain the floor and say,"I nominate _______." You can nominate yourself. Nominations need not be seconded.Confused on parliamentary procedure? Say,"Parliamentary inquiry!" After obtaining the floor, say,"Please explain _____." E.g., "Is it in order at this time tomove an amendment?" Or, "Please repeat the motion we are currentlydiscussing." Or, "I don't like ____ in the current motion. How do I goabout changing it to _____?"Confused about facts relevant to the motionbeing debated? Say, "Madame Chairman, point of information." After obtaining the floor, say, "Please explain ________." Or,"Could the member please explain _________." To call for a voice vote to be verified by astanding vote, say, "Division!"Go to Top Presiding with Poise The presiding officer can presidewith poise if prepared and practiced.Before the meeting, the president andsecretary should prepare a detailed meeting agenda, listing all known items ofbusiness that need to come up. Officersand committee chairmen should be asked in advance if they will have a report topresent, and only those who do should be listed on the detailed agenda andcalled upon at the meeting. Arethere minutes to approve for more than one meeting? List oldest minutes first for approval. Are there any special orders, including bylaws-required actions for thismeeting (e.g., electing nominating or audit committee, election of officers,annual reports)? Is there anyunfinished business, business that was introduced at the preceding meeting thatwas not disposed of (e.g., postponed to this meeting, scheduled for but notconsidered at preceding meeting, pending when the meeting adjourned)? Have members submitted previous notices for motions they intend to make?The president and secretary may needto prepare and distribute a call to the meeting, including any required notices. For example: Meeting Call To all members of the _____ Association A _____ (regular, special) meeting of the ______ (association’s name) will be held on _____ (date) at _____ (time) at _______ (location). Mr. X has given notice that he intends to propose the following bylaw amendment at this meeting: Amend article II, Object, by adding “_____.” (Signed and dated by the Secretary, or sometimes, by the President) The president may also wish toprepare, or have prepared (perhaps by a parliamentarian), a chair's script forthe meeting based on the detailed agenda. E.g., Chair's Script for the ______ (date) meeting of the _____ Association Call to Order (1 minute before, ascertain that a quorum is present and that the secretary is ready to take notes.) (At ____ (time), stand, wait a moment for quiet, and rap gavel once.) “The meeting will come to order.” Opening Ceremonies "Please rise for the invocation, led by _______, and remain standing for the pledge of allegiance to the flag of the United States of America, led by _______." Reading and Approval of Minutes "The Secretary will read the minutes." (sit while the minutes are read) "Are there any corrections to the minutes?" "If there are no (further) corrections (pause and listen), the minutes are approved (as corrected)." Reports of Officers, Boards, and Standing Committees "The next business in order is hearing reports of the officers, board(s), and standing committees." "May we have the Treasurer's report?" (sit during report) "Are there any questions?" "The Treasurer's report will be filed." "May we have the Membership Committee's report?" (sit) Membership Chairman: "Thank you Madam President. The Membership Committee has interviewed 2 new applicants this month, Jack Jones and Sally Smith. By direction of the committee, I move that Jack Jones and Sally Smith be approved as members." "It is moved that Jack Jones and Sally Smith be approved as members. Is there any discussion?" "If there is no (further) discussion (pause and listen), the question is on the adoption of the motion that Jack Jones and Sally Smith be approved as members. All in favor say 'aye.' (pause) All opposed say 'no.' (pause) The 'ayes' have it; the motion is adopted; and Jack Jones and Sally Smith are now members. Congratulations!" Reports of Special Committees (only if there are any such reports) "The next business in order is hearing reports of special committees." "May we hear the report from the committee appointed to find a new meeting location?" Special Orders (listed only if there are any such items) Unfinished Business and General Orders (listed only if there are any such items) New Business "Is there any new business?" (After each item is disposed of) "Is there any further new business?" (If no response) "If there is no (further) new business (pause and listen), then the meeting is adjourned." (Rap gavel once.) The president may need to prepare to makean officer's report, or report for the executive board, or designate thevice-president to make these reports.The president may need to ensure thatsomeone brings to the meeting any needed supplies and materials, such as a gaveland block, flag, ballot materials (e.g., paper slips, pens, box), bylaws andspecial rules of order, parliamentary authority, calendar, agenda or otherhandouts, and audio visual equipment.At the meeting the president may want ahead table to preside from, with the Secretary adjacent on one side and (if oneis appointed) the Parliamentarian on the other. If ballot votes arereasonably likely, the President should pre-arrange with appropriate volunteerswho he will appoint as tellers, and if time-consuming debate is anticipated, heshould have a time-keeper ready and equipped to be appointed for that task.A presider may need to prepare byreviewing the procedure for handling a motion: A member obtains the floor and makes a motion. The chair evaluates if it is in order, and if so, asks, "Is there a second?" Another member "seconds" it. The chair states the motion for all to hear, "It is moved and seconded that ____. Are you ready for the question?" (TSC: "It has been moved and seconded.... Is there any discussion?") Members debate and may make secondary motions (e.g., amend, refer it to a committee, postpone until next meeting). The motion maker may speak first. Debate alternates between pro and con if possible. No one speaks second time when another seeks to speak first time. When no one seeks to speak, the chair says, "If there is no (further) discussion (pause), debate is closed." The chair puts the question to a vote: "The question is on the adoption of the motion to ________. All in favor say aye. (pause) All opposed say no. (pause)" The chair announces the vote results: "The ayes have it; the motion is adopted; and ______ (order to do what the motion says)" or "The noes have it and the motion is lost."Only one main motion is considered at atime, so if one motion is pending, and another main motion is made duringdebate, the chair says, "The motion is not in order at this time, sinceonly one main motion can be considered at a time. The member may wish tomake the motion again when no other motion is pending."Amendments can be proposed but must begermane (on the same subject). A motion "to buy a photocopier"can be amended to add "not to exceed $___", or to insert"Xerox" before "photocopier" or to strike"photocopier" and insert "printer/fax/copier/scanner unit"since these are all germane, but it would not be germane to amend to add"and lawnmower" (an unrelated issue). The chair would rule that"the proposed amendment is not in order because it is not germane to thepending motion." A primary amendment can be amended (with a secondaryamendment), but a secondary amendment can't be amended (it gets too confusing);instead, a motion to create a blank with unlimited choices may be made.Some secondary motions have an order ofprecedence, so if a lower ranking motion is made while a higher ranking motionis pending, the chair says, "That motion is not in order at this time,because the pending motion to ___ is a higher ranking motion." The chronologicalorder for ranking motions is (per RONR): Main motion Postpone indefinitely (in other words, kill the motion without a direct vote on it) Amend Refer it to a committee Postpone to a specific time Change debate limits "Previous question" (close debate and amendment) Lay on the table Call for the orders of the day (the order of business to be followed) Raise a question of privilege Recess Adjourn Fix the time to which to adjourn (set the time for a continuation of this same meeting)The chair can ask the assembly to"stand at ease" when the chair needs to briefly consult with theparliamentarian, secretary, or check the bylaws or parliamentary authority.The chair should not vote except byballot, or if the vote would change the results. If a counted vote is 5for and 5 against, the chair could announce, "with the chair also votingfor the motion, there are 6 for and 5 against, the motion is adopted,and...." If the count is 8 for and 7 against, the chair couldannounce, "with the chair also voting against the motion, there are 8 forand 8 against, and the motion is lost."The chair should have a handy copy of theadopted parliamentary authority and bylaws, and possibly "motioncharts" for the PA showing rankings, which need to be seconded, which needa 2/3 vote, etc. Jim Slaughter has some excellent online motioncharts for RONR and TSC; AIPsells Joe DiStasio's laminatedmotion reference card with RONR on one side and TSC on the other.Finally, the chair needs humility, and awillingness to admit mistakes. "The chair stands corrected," or"the point is well taken," should be ready responses whenneeded. The president can also take, or have others take, notes onmistakes made, to practice on them before the next meeting.With practice, patience and preparation,the President can preside with poise!Go to Top Secretary's Secrets (Sample Minutes and More) According to RONR p.442-443, the duties ofthe secretary are: To keep a record of all the proceedings of the organization--usually called the minutes. To keep on file all committee reports. To keep the organization's official membership roll (unless another officer or staff member has this duty); and to call the roll where it is required. To make the minutes and records available to members upon request. To notify officers, committee members, and delegates of their election or appointment, to furnish committees with whatever documents are required for the performance of their duties, and to have on hand at each meeting a list of all existing committees and their members. To furnish delegates with credentials. To sign all certified copies of acts of the society, unless otherwise specified in the bylaws. To maintain record books in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record books on hand at every meeting. To send out to the membership a notice of each meeting, known as the call of the meeting, and to conduct the general correspondence of the organization--that is, correspondence that is not a function proper to other offices or to committees. To prepare, prior to each meeting, an order of business for the use of the presiding officer, showing in their exact order, under the correct headings, all matters known in advance that are due to come up and--if applicable--the times for which they are set. In the absence of the president and vice-president, to call the meeting to order and preside until the immediate election of a chairman pro tem.RONR also has whatminutes should contain, how they are approved, and sample minutes.AIP sells a CompleteManual of Minutes ($12).Go to Top Treasurer's Toolbox The treasurer of an organization is"entrusted with the custody of its funds" (RONR p.444). Thetreasurer "cannot disburse funds except by authority of the society or asthe bylaws prescribe. The treasurer is required to make a full financialreport annually or as the bylaws may prescribe, and to make such interim reportsas the assembly or the executive board may direct" (p. 445). TheTreasurer should be prepared at every meeting to answer such questions as toenable the assembly to make fiscally prudent decisions. The Treasureroften gives a report at each regular meeting stating for the period since thelast report: the starting balance on hand, a total of receipts, a total ofdisbursements, and the ending balance on hand. The itemized list ofreceipts and disbursements should be on hand to enable questions to be answered,as well as a list of any outstanding bills or anticipated obligations yet to bepaid.The Treasurer's annual report, signed bythe Audit Committee members, should be something similar to the following: Report of the Treasurer of the ___________ (association's name) for the year ending __________ Balance on hand __________ (beginning date) $1,234.56 Receipts $920.00 Members' Dues $540.00 Income from Bake Sale $230.00 Donations $150.00 Disbursements $881.17 Meeting Room Rental $450.92 Stationery and Printing $270.45 Postage $159.80 Balance on hand __________ (ending date) $1273.39 ________________________ (signed) __________ (date) Thomas Trustworthy, Treasurer Audited and found correct by the Audit Committee: ________________________ (signed) __________ (date) Charles Chase, Chairman ________________________ (signed) __________ (date) Jennifer Jones Go to TopHome • Services • Resumé • Resources • Q&A • Links • Contact • Quotes • Site map Paul McClintock PRP homepage • info@paulmcclintock.com • 1-866-PAUL-MCC Last updated 2006-01-13 |
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