PARLIAMENTARY PROCEDURE

Background

The unique system of parliamentary law originated in the English Parliament as a way of debating public affairs. The rules were introduced to meetings in America with the first settlers from England and, as we know them today, were established in 1876 by Henry M. Robert when he published his first manual on parliamentary law entitled Robert's Rules of Order (hereinafter Robert's). The most recent edition of Robert's is titled Robert's Rules of Order Newly Revised (1990 Edition) (hereafter referred to as RONR).

A common misconception is that parliamentary procedure is synonymous with Robert's Rules of Order. It is not, it is simply the most popular and most commonly used form of parliamentary procedure, with others like Sturgis Standard Code of Parliamentary Procedure, Demeter's Manual of Parliamentary Law and Procedure and Riddick's Rules of Procedure also available and popular with specific groups such as doctors or unions.

Parliamentary procedure is a system that has been tested over time and has evolved into a sophisticated set of rules that has become the standard for conducting business and governing the proceedings of that business.

The Purpose and Principles of Parliamentary Procedure

Although parliamentary procedures and rules have changed somewhat over the years, the primary purposes of parliamentary law have not changed. Those purposes are to:

• Conduct business in an orderly manner,
• Protect the rights of members,
• Provide decorum in debate, and
• Provide a sold foundation for resolving questions of procedure.

In addition to the purposes, the principles of parliamentary procedure have also remained the same, regardless of the format used, the organization using it or the goals of that organization. Those principles are:

• All members have equal rights, privileges, and obligations.
• The majority vote decides.
• The rights of the minority must be protected.
• A quorum must be present for the group to act.
• 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, as well as have it restated before a vote is taken.
• All meetings must be characterized by fairness and good faith.

In order to properly benefit from any parliamentary procedure, the basic rules of that procedure should be easily understood and adapted to fit the specific needs of the organization. Properly applied parliamentary procedures can turn long confrontational meetings into short painless ones and worthless meetings into effective ones. Like any system, parliamentary procedure works when it is used properly by those in charge and treats the rights of all members with respect.

Necessity of Following Parliamentary Procedure

Under California Civil Code § 1363, membership meetings must be "conducted in accordance with a recognized system of parliamentary procedure or any parliamentary procedures the association may adopt." Although this provision seems to indicate that it may only apply to membership meetings, we believe that the better interpretation is that it applies to all meetings of the association, inclusive of board of directors meetings.

Additionally, the governing documents of many associations require that the association follow a parliamentary procedure for all meetings, including board meetings and member meetings. Sometimes, the governing documents specifically provide that the association must use Robert's as its parliamentary procedure.

Procedures An Association Must Follow

There is no set parliamentary procedure which associations must follow unless that procedure is specifically expressed in the governing documents. However, most associations formally adopt written rules of procedure and adopt Robert's as its procedure especially if it is so mandated by their governing documents. Associations which are not directed by the governing documents to use a particular parliamentary procedure usually adopt a parliamentary procedural already in existence, such as Robert's.

However, we believe that Robert's is too formal for most association board meetings, because it is cumbersome to use and could inhibit the expeditious and efficient handling of matters before the board. Actually, RONR 1990 recognizes the need to have a less formal procedure for those meetings where less than twelve members will be participating and provides guidelines that associations and boards of directors may use when a less formal procedure is more appropriate and desired, such as:

• Members can make motions or speak while seated and need not "obtain the floor";
• Discussion of a matter is allowed before a motion is made;
• Motions need not be seconded;
• There is no limit to the number of times a member can speak to a specific issue;
• Motions to close or limit debate generally should not be allowed;
• The Chair / President does not need to rise while in discussion or putting questions to vote; and
• The Chair / President can make motions and can vote on all questions.

Accordingly, because (1) most board members are not intricately familiar with Robert's and (2) they would benefit more from a less formal parliamentary procedure, we recommend that most boards of directors adopt a written policy of parliamentary procedure which is not as stringent as that provided for in Robert's.

Adoption of a procedure can be accomplished through a board resolution which would indicate something like "the Association's parliamentary procedure for all board meetings shall be as provided in the attached Exhibit A [Exhibit A would include the informal procedure indicated above, along with the identification of a standard order of business as suggested below.] Additionally, Robert's Rules of Order Newly Revised (1990 Edition) shall be used as parliamentary procedure for all membership meetings and/or when a procedural matter arises".

Again, although a less formal procedure is appropriate for board meetings, we wish to emphasize that the parliamentary procedure for annual meetings and membership meetings should probably follow more formal procedures, because of the larger number of participants. For example, in a more formal parliamentary procedure an association may require that: (1) members need to be recognized first by the Chair prior to speaking; (2) motions must be seconded; and (3) members may only speak twice to a specific issue.

Standard Order of Business for a Meeting

Organizations using parliamentary procedure usually follow a fixed order of business usually called "Standard Order of Business". The "order of business" is the established 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. Unless the association's governing documents provides a specific order of business, we recommend that boards use a format similar to the example listed below. The Standard of Business should be adopted by resolution and included in the same resolution which adopts a parliamentary procedure.

The following is a typical example for a Board of Directors meeting:

1. CALL TO ORDER: The Chair (usually the Board president) may say, "The meeting will please come to order."

2. READING AND APPROVAL OF MINUTES: The Board secretary reads the minutes of the last meeting and asks for any corrections. The minutes are then approved as read or approved as corrected. If copies of the minutes are made available, the actual reading may be waived. Approval of the minutes is usually handled by unanimous consent.

3. OFFICERS'/MANAGER'S REPORTS: Often limited to a report without discussion from officers (e.g., president and treasurer), but others may report at this time, if necessary (e.g., property manager). The Chair will usually call on only those members who have reports. A motion arising out of one of these reports will be taken up immediately, since the object of the order of business is to give priority to the classes of business in the order listed.

4. COMMITTEE REPORTS: Reports from "standing" committees or permanent committees are given, followed by reports from "ad hoc" or special committees, usually in the order of importance. Only those committees scheduled to report should be called upon.

5. HOMEOWNER OPEN FORUM: Civil Code § 1363.05(i) requires that the board permit any member of the association to speak at any member or the board of directors meeting, except meetings of the board held in executive session. The board may set a reasonable time limit for all members of the association to speak. (It is suggested that homeowner comments be limited to two to three minutes in length.)

6. SPECIAL BUSINESS: Important business previously designated for consideration at the meeting.

7. UNFINISHED BUSINESS: Business left over from previous meetings as a result of that meeting having adjourned without completing its order of business. The Chair does not need to ask for unfinished business, since he/she will know whether something was postponed until the present meeting. The following items are considered under unfinished business:

The issues that were pending when the previous meeting adjourned

Any issues not reached at the previous meeting before adjournment

Any issues postponed to the present meeting

8. NEW BUSINESS: Introduction and discussion of new topics. Following any unfinished business, the Chair may say, "Is there any new business?" Board members can introduce new items of business or move to table any new matter.

9. ANNOUNCEMENTS: Informing the members of other subjects and events germane to the business of the organization. The Chair may say, "Are there any announcements?"

10. ADJOURNMENT: The meeting ends by vote or general consensus recorded in the minutes; or under special circumstances by the Chair's decision if time of adjournment was prearranged by vote. The Chair may use any of the following: "If there is no objection and no further business, the meeting is adjourned", "Since there is no objection and no further business, the meeting will be adjourned" or "The Chair declares the meeting adjourned". If applicable, the meeting may be adjourned to executive session for discussions related to personnel, vendor contracts, pending or threatened litigation, member discipline.

Introducing Business Before an Assembly

Now that we have a parliamentary procedure in place and an order of business to follow, it is important to review how business is actually brought before an assembly. Business is usually brought before an assembly through motions. Following this chapter is a Motion Reference Guide which is a useful guide, particularly for formal meetings. The guide provides the rankings of motions as well as information such as whether the motion is amendable, debatable and the vote required for passing the motion.

Bringing a Motion. 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:

1. A member makes the motion. ("I move that ... .")
2. Another member seconds the motion. (Seconder does not need to be recognized)
[Note: If informal procedure is adopted, seconding a motion and similar formal procedures may not be necessary.]
3. The Chair states the question. ("It is moved and seconded that (or to) ... .")

Considering a Motion. Once properly before the assembly, a motion is considered in three steps:

1. Members debate the motion (unless undebatable) (Preference in recognition: a) Member who made motion, b) Member who has not yet spoken a first time, c) If possible, alternate for and against)
2. Chair puts question to a vote. ("The question is on the adoption of ...")

a) Voice vote - "As many as are in favor of the motion, say aye." "Those opposed, say no."
b) Rising vote - "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."

Types of Motions

There are five types of motions: (1) Main motions; (2) subsidiary motions; (3) privileged motions; (4) incidental motions; and (5) motions that bring a question again before the assembly. Each type has a specific purpose and a relative priority. The order of precedence is: privileged motions, subsidiary motions and then main motions. Incidental motions have no order of precedence; they must be decided as soon as they arise. A table of the various types of motions and the parliamentary procedure for each follows this article.

MAIN MOTIONS introduce subjects to the assembly for its consideration. They cannot be made when another motion is before the assembly. Only one main motion may be considered at a time, but it must yield to privileged, subsidiary and incidental motions. For example, a main motion might be introduced as follows: "I move that we purchase ..."

SUBSIDIARY MOTIONS change or affect how the main motion is handled and are voted on before the main motion. Subsidiary motions include a motion to amend, a motion to refer to committee, a motion to postpone, a motion to limit or extend debate, a motion to close debate and a motion to table. A subsidiary motion may be introduced by saying, "I move the question be amended by striking out ..."

PRIVILEGED MOTIONS are those that are most urgent. They usually deal with a special or important matter not directly related to the pending business. Some examples are: a motion to recess; a motion to adjourn at a predetermined time; a question to complain about heat, noise or other conditions; a question to protest breach of rules or conduct; a question to avoid improper matter, etc.

INCIDENTAL MOTIONS raise questions of procedure that relate to other pending motions and must be considered before a vote on the related motion. For example, an incidental motion may involve a motion to appeal the Chair's decision to the assembly, a motion to suspend the rules, a point of order, a parliamentary inquiry, a request to withdraw a motion, a request for division of the motion into parts, verification of a vote, a motion for reconsideration of hasty action, etc.

MOTIONS THAT BRING A QUESTION AGAIN BEFORE THE ASSEMBLY bring back motions. Examples are take from the table, amend something previously adopted, rescind, discharge a committee or reconsider.

Order of Preference

Motions fall into an "order of preference" and each has a rank (1 through 13) in respect to the others. Each motion has a proper place in the order, taking precedence over motions that are ranked below it. Motions yield to motions that rank above it. The ranking of a motion tells the maker of a motion whether a certain motion is in order at that time.

Precedence can be defined with two basic rules: (a) When a motion is being considered, any motion higher on the list of precedence may be proposed, but no motion of lower precedence may be proposed; and (b) motions are considered and voted on in reverse order to their proposal. The motion last proposed (and highest on the list) is considered and disposed of first. The order of precedence from the highest ranking to the lowest ranking is as follows:

Privileged Motions

1. Fix the time which to adjourn
2. Adjourn
3. Recess
4. Question of privilege
5. Call for the orders of the day

Subsidiary Motions

6. Lay on the table
7. Previous question (end debate)
8. Limit or extend debate
9. Postpone to a certain time (or "postpone" definitely)
10. Commit or refer (to committee)
11. Amend
12. Postpone indefinitely

Main Motions

13. Main Motion

CONCLUSION

An effective and clearly outlined parliamentary procedure is mandatory for membership meetings and board meetings. A good parliamentary procedure helps to facilitate the smooth functioning of the assembly, run meetings efficiently and orderly and provide a firm basis for resolving questions of procedure that may arise. Therefore, it is important that members, particularly board members, familiarize themselves with the association's adopted parliamentary procedure as well as the proper protocol for all membership meetings.

Incorporating a good parliamentary procedure into association meetings helps turning long, disruptive and ineffective meetings into short, orderly and productive ones.

Following this chapter are the documents listed below which we believe may be useful for those wanting a better understanding of the intricacies of parliamentary procedure as well as those who would like to implement better procedures.

Motion Reference Guide

20 Tips for a Successful Meeting (Although not all of these tips would be applicable to a less formal parliamentary procedure, we believe some of the tips are always helpful and should be followed to less formal parliamentary procedures as well).

Phrases for the Presiding Officer

Glossary of Important Parliamentary Procedure Words and Phrases

Membership Guide to Board of Directors Meetings

20 TIPS FOR A SUCCESSFUL MEETING [Reprinted with permission of Piedmont Press]

1. RESPECT TRADITION. Follow established parliamentary procedure.
2. Have a WRITTEN AGENDA and stick to it.
3. Allot a DESIGNATED AMOUNT OF TIME for each controversial matter and schedule after routine business.
4. RESTATE EACH MOTION so that it may be recorded accurately and understood fully. Repeat again if necessary.
5. CONTROL DISCUSSION and debate through the Chair. Require recognition before allowing a member to speak.
6. LIMIT DISCUSSION to matters pertinent to the pending motion.
7. PERMIT FULL DEBATE even if it requires delaying a vote until the next meeting.
8. ALLOW ALL SIDES TO SUBMIT privileged, subsidiary and incidental motions.
9. RAISE A POINT OF ORDER whenever there is an error, mistake, omission or misunderstanding.
10. DO NOT USE parliamentary technicalities for tactical advantage alone.
11. CALL FOR A FINAL VOTE on all motions and in the proper order of their respective precedence.
12. DISPOSE OF ALL NON-CONTROVERSIAL MATTERS by a general consensus vote.
13. REQUIRE A VOTE BY BALLOT on all important contested matters.
14. ALLOW THE CHAIR to resolve procedural questions unless an appeal is taken to the assembly questioning the Chair's action.
15. RECORD ALL MOTIONS WHETHER THEY ARE defeated or succeed. Record non-controversial motions adopted by general consensus.
16. DO NOT RECORD individual opinion, personal criticism, comments made in debate, motives behind motions or motions that have been withdrawn.
17. PERMIT THE ENTIRE ASSEMBLY to decide when debate should end.
18. DO NOT SPEND VALUABLE MEETING TIME worrying about who is right or wrong. Nothing is as important as it seems at first.
19. BE WILLING TO LOSE A BATTLE OR TWO in order to win the war.
20. GET ACQUAINTED with a good lawyer, CPA and parliamentarian.

PHRASES FOR THE PRESIDING OFFICER

Published as "Precise Phrases for the Presiding Officer" in the Parliamentary Journal of the American Institute of Parliamentarians, January 1994. Listed below are phrases for the presiding officer as found in the latest edition of Robert's Rules of Order Newly Revised.

OPENING THE MEETING (after quorum is present)

"The meeting will come to order."

RECOGNIZING MEMBERS

'The Chair recognizes ..."

STATING THE QUESTION (following motion and second)

"It is moved and seconded that [or "to"] ..."

WHEN DEBATE APPEARS TO HAVE ENDED (if no objection, Chair can proceed to vote)

"Are you ready for the question?"

TAKING A VOTE (once debate appears to have ended or vote has been ordered)

Voice Vote

"The Question is on the adoption of the motion to _______. As many as are in favor of the motion, say aye. Those opposed, say no."

Rising Vote

"Those in favor of the motion to _______ will rise [or, "stand"]." [Count vote.] "Be seated. Those opposed will rise." [Count vote.] "Be seated."

Counted Rising Vote

"The question is on the adoption of the motion to _______. Those in favor of the motion to _______ will rise and remain standing until counted." [Count vote.] "Be seated. Those opposed will rise and remain standing until counted." [Count vote.] "Be seated."

Vote by Show of Hands

"The question is on the adoption of the motion to _______. All those in favor of the motion will raise the right hand." [Count hands.] "Lower hands. Those opposed will raise the right hand." [Count hands.] "Lower hands."

ANNOUNCING RESULT OF VOTE (immediately following vote)

Voice Vote

"The ayes have it and the motion is adopted [or "carried"]." Or, "The noes have it and the motion is lost."

Uncounted Rising or Show of Hands Vote

"The affirmative has it and the motion is adopted." Or, "The negative has it and the motion is lost."

Counted Rising Vote or Show of Hands Vote

"There are 32 in the affirmative and 30 in the negative. The affirmative has it and the motion is adopted." Or, "There are 29 in the affirmative and 33 in the negative. The negative has it and the motion is lost."

APPROVAL OF MINUTES

"Are there any corrections to the minutes? If there are no corrections [or "no further corrections"], the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]."

PROCEEDING THROUGH BUSINESS

"The next item of business is ... " (NEVER say "The next order of business.")

DISCIPLINE

Motion Out of Order or Motion Not in Order

"The Chair rules that the motion is out of order [or "not in order"] because ..."

Member Out of Order (serious offense while speaking)

"The member is out of order and will be seated."

GLOSSARY

Ad hoc committee A special committee

Address the Chair To speak to the Chair, asking to be recognized to make a motion or to speak in debate.

Adjourn This adopted motion officially closes a meeting.

Adopt A motion is adopted when the affirmative vote prevails. A motion is lost when the negative vote prevails.

Agenda Program. List of items of business to come before the assembly. A list of things to do. Order of business which includes call to order and adjournment.

Alternate A member appointed or elected to take the place of another.

Amend Change the wording of a motion.

Amendment A motion which alters a pending motion.

Announcing the vote The Chair gives the vote result. Action is not complete on a motion until the Chair has announced the vote.

Assembly Members present at a meeting.

Call to order The official opening of a meeting.

Chair The presiding officer (Mr. Chairman or Madam Chairman) or the station from which the Chair presides. Mr. Chairman, Madam Chairman. The presiding officer refers to himself/herself as the Chair.

Debatable May be discussed and debated. Certain motions are not debatable.

Considered by committee Discussion, debate, examination of referred matter.

Debate Discussion following the Chair's stating a debatable motion.

Decision A ruling by the Chair or by the assembly.

Decorum Proper conduct during meetings. Courtesy and decency towards other members during debate and conduct of business.

Division of the assembly Call for a rising vote to visually verify a voice vote. This is not a motion for a count of the votes. If a count is desired, a motion to count the vote must be adopted.

En gros (In gross) Consideration as a whole. Opposite of seriatim.

Fix To place definitely.

General consent Unanimous consent. Usually called for by the Chair when there does not appear to be opposition to the question, or when there is no objection.

General orders Questions postponed to a certain day or meeting. Bylaw amendments are General Orders as well.

Germane Involves the immediately pending question or relates to the immediately pending question in some manner. Remarks must be germane to the subject being discussed. A primary amendments must be germane to the pending motion and a secondary amendment must be germane to the primary amendment.

Lost motion A motion rejected by vote. A tie vote defeats a motion when a majority vote is required.

Main motion A motion which brings a matter before the assembly for consideration and action.

Motion A proposal that the assembly take a stand or take action on some issue.

Null and void Invalid. Having no legal effect.

Obtaining the floor A member is recognized by the Chair and granted the privilege of speaking.

Order of business The list of official business to come before the assembly, beginning with approval of the minutes and ending at the finish of new business.

Out of order Not in order. In violation of parliamentary procedure or the adopted rules of the organization.

Pending Undecided or unresolved.

Pending question A motion which has been stated by the Chair, and upon which no action has been taken.

Preamble Introduction to a resolution. A preamble may be a brief statement of background.

Precedence Order of Precedence. Established order of priority of motions. Ranking.

Prevailing side The side receiving the greatest number of votes. May be given at the previous meeting, by mail to all members, or in the call to meeting.

Pro tem Temporarily. A member serving in the absence of the regular officer, chairman, or secretary is said to be serving pro tem.

Proxy A power of attorney or written authorization for one member to act for another.

Putting the question Taking a vote on the question at hand.

Question The question is on adopting or rejecting the immediately pending motion.

Quorum The Quorum is the minimum number of members required to be present so that business may be legally transacted.

Resolution A formal motion, which may include a preamble. A resolution should be in writing. Use the term Resolved instead of I move.

Rules of order Written parliamentary rules adopted by the members. Usually the parliamentary authority such as Robert's Rules of Order Newly Revised.

Second Indicates that a second member is willing to consider a motion.

Seriatim One after another in a series. To consider seriatim is to consider section by section or paragraph by paragraph. After all sections have been considered, one vote is taken on the entire document.

Special orders A motion or subject assigned to a certain time and made a special order by a two-thirds vote.

Special rules of order Rules, adopted by a two-thirds vote after notice, that modify the parliamentary authority.

Standing rules Administrative rules that are of temporary.

Sustain Uphold the ruling of the Chair.

The special order for the meeting A question for which an entire meeting is reserved. Questions to be taken up at a Special meeting for which notice has been given are The Special Orders for the meeting.

Vice voce A voice vote.

Vote The expression of the will or action of the assembly.

Majority vote - more than half the votes cast.

Plurality - the largest number of votes cast.

Two-thirds - at least two thirds of the votes cast.

Tie vote - the same number of negative and affirmative votes.

Unanimous consent - no objection (also called General Consent)

Unanimous vote - no dissenting votes.

Yield Relinquish. Motions yield to other motions of higher rank.

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