How to Avoid Yellow Card Hell

My parliamentary articles tend to be general. Most often, they address broad procedural issues of widespread concern. This one is rather specific, as it addresses a practice most often encountered by state affiliates of the National Education Association (NEA), although some other types of organizations have similar procedures. Different meetings have different methods of recognition, most often due to past practice or convention standing rules. The NEA and its state affiliate meetings have long used recognition cards for those wishing to speak. Unlike voting cards (described in Voting Cards at Conventions & Annual Meetings), recognition cards are different and explained … Continue reading

Completely Updated Parliamentary Procedure Website with Resources

For almost thirty years, my parliamentary procedure website has had more articles and resources on meeting procedure and Robert’s Rules of Order than most anywhere else online. In part due to the new Robert’s Rules of Order (released 2020), the site has been completely revamped and updated, with all references now to Robert’s Rules of Order Newly Revised (12th Edition). The updated website includes: The updated site can still be found at www.jimslaughter.com. Check it out! Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is author … Continue reading

Thoughts on Bylaws: Individual Amendments, Bylaws Revisions, and Best Practices on Amending Bylaws

There are usually three main governing documents that most nonprofit corporations have today—corporate articles, bylaws, and board policy. The corporate articles (or “articles of incorporation” or “corporate charter”) are a legal document filed with the state and should have only statutory requirements, such as name of organization, address, service agent, etc. That said, older articles sometimes have additional provisions, including ones touching on governance, such as who can serve as a director, board size, date of annual meeting, etc. If you are considering bylaws changes, make certain to get a copy of any corporate articles to make certain there are … Continue reading

What Is a President-Elect & Pros-Cons

Because bylaws sometimes have a position called “President-Elect,” I am occasionally asked about the precise responsibilities of the office. A question back has to be “What responsibilities do the specific bylaws provide for the office?” That’s because there is no standard list of duties for a President-Elect in Robert’s Rules of Order Newly Revised, as there are for other officers. So different presidents-elect in different organizations may have different responsibilities based on the bylaws language creating the position. For organizations that follow Robert’s, a President-Elect position exists only if expressly provided for in the bylaws. The sole function of the … Continue reading

Robert’s Rules of Order vs The Standard Code of Parliamentary Procedure vs the AIP Standard Code of Parliamentary Procedure

A question came up during a recent online discussion of pros and cons between Robert’s Rules of Order and The Standard Code of Parliamentary Procedure. One comment asked if Robert’s was “archaic and obsolete.” Here’s my answer. There are several major parliamentary manuals, with Robert’s Rules of Order being the best known. Robert’s Rules and parliamentary procedure are viewed as one and the same by most of the public. Of organizations that have a parliamentary authority in their governing documents, Robert’s is by far the most common choice (some surveys suggest 80%-90%) . State statutes that prescribe a parliamentary authority for some types of … Continue reading

How to Run an Effective Online Meeting

With the passage of HB 320 (see Jim Slaughter’s article:  Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations) we are seeing more communities opting to conduct electronic membership meetings to encourage greater participation and community interest in these meetings. Our attorneys collectively—and particularly our Certified Professional Parliamentarian, Jim Slaughter—have participated in more virtual meetings than anyone, and we find that having good meeting rules in place before the meeting takes place is key to a successful outcome. Although it usually is not necessary to tailor rules for each individual meeting an association has, the issues … Continue reading

What Is a Majority Vote?

Like many things association related, the answer can vary by state and by association. That’s because some state statutes or governing documents define majority differently (“a majority of the entire membership” or “a majority of members present”). But if you’re just talking about “majority,” then under Robert’s Rules of Order Newly Revised (12th Edition) that is “more than half” (NOT “half plus one” or some other language that can give you the wrong number). When used without qualification, a majority vote means “more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or … Continue reading

Lessons Learned from Large Virtual Conventions, Representative Assemblies, and House of Delegate Meetings

During the COVID-19 pandemic, virtual meetings such as Zoom and GoToMeetings have been invaluable for allowing people to interact face-to-face online. However, as helpful as virtual meetings can be for smaller groups, large gatherings of hundreds or more pose different problems. That’s particularly the case for very large conventions, representative assemblies, houses of delegates, and governing councils. Such meetings are more complicated when held online because of the number of delegates and usual types of business (credentials, rules, bylaws amendments, large budgets, legislative programs, resolutions, numerous new business items). In addition, such meetings typically see more motions (amend, refer, close … Continue reading

“Let’s Have Our Meeting or Convention Online!”

Due to the Coronavirus, in the last several weeks we have received a lifetime’s worth of questions about moving in-person business meetings and conventions to some type of electronic format. Our firm’s two Professional Registered Parliamentarian attorneys have assisted many clients in doing just that—board meetings, annual meetings, houses of delegates, etc. However, before jumping online there are considerations that should be addressed. Is an Electronic Meeting or Electronic Voting Allowed? There are two main online approaches to conducting business: (1) an electronic meeting and (2) electronic voting. An electronic meeting attempts to mirror an in-person meeting to some extent—members … Continue reading

TWO 2020 HOA/Condo Law Days Coming Up!

Community Association Law Day is always one of the most popular programs of the North Carolina Chapter of the Community Associations Institute. This year there are TWO: Charlotte on Friday, February 28 and Raleigh on Friday, March 13. Attendees include HOA/condo board members, community leaders, and community managers. Speakers include many of the best community association professionals in the state. Five Law Firm Carolinas attorneys will be presenting at the 2020 Community Association Law Days (a record!). Here are their topics: What HOA/Condo Leaders Need to Know About Meeting Procedure & Robert’s Rules of Order – Jim Slaughter. Running community … Continue reading

Details on the 2020 National Community Association Law Seminar

As past President of the College of Community Association Lawyers (CCAL), I provide details each year on CAI’s national Community Association Law Seminar. Without question, the Law Seminar is the premiere HOA and condo legal program held each year. This year’s Law Seminar is the 41st annual and will be held January 15-18, 2020, in Las Vegas, NV. While the Law Seminar is mostly attended by attorneys, it’s not limited to attorneys. Other participants include insurance professionals, community association managers, and other industry leaders who wish to learn about HOA/condo law trends and practices. For insurance professionals who advise homeowner … Continue reading

Should an Announcement of Election Results Include Votes by Candidate?

This question was recently asked on a national HOA/condo list serve: “In a board of directors election, should the vote totals by candidate be released to the membership?” Without question, the answer of how election results are announced could vary by state, depending on state statutes. If a statute provides a specific process for elections, that process should be followed. Similarly, if the organization has clear provisions in its governing documents, such as the bylaws, follow that process. However, for associations that follow Robert’s Rules of Order Newly Revised, either due to state law or the governing documents, there is … Continue reading

Committee of the Whole

“Committee of the Whole” is a type of committee described in Robert’s Rules of Order Newly Revised (12th Edition)(see RONR Section 52). While not commonly used, some large assemblies and legislative bodies follow the process. Without question, the procedure is an odd one. The normal presiding officer leaves the chair and a chairman of the committee is appointed. Members can speak in debate on the main question or amendment as often as they can get the floor. Only certain motions are in order. The committee is intended to adopt a report to be made to the assembly and then votes … Continue reading

Does Your Board Meeting Need a Parliamentarian?

In large association membership meetings or conventions, it is common to find someone serving as parliamentarian (whether a member or outside credentialed professional). A question I’m often asked, though, is “Does our board meeting need a parliamentarians”? (For purposes of full disclosure, I’m an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, past President of the American College of Parliamentary Lawyers, and author of two books on meeting procedure.) A parliamentarian is simply an adviser to the presiding officer and other officers, committees and members on matters of meeting procedure. There is no one-size-fits-all answer, but:  As a takeaway, here are … Continue reading

Proxies & Proxy Voting at Membership or Board Meetings

Proxies and Proxy Voting at Membership Meetings Our attorneys get lots of questions about proxies and proxy voting. And that’s understandable, as proxy issues at meetings can get very confusing. A proxy is similar to a power of attorney as could be used to open a bank account or sell a car for another person. If proxies are permitted at a meeting, the proxy can likely be given to any person or entity. That’s because the person carrying the proxy isn’t really who is at the meeting–the proxy giver is. FYI, most parliamentary books like Robert’s Rules of Order Newly Revised … Continue reading

How Is the Motion to Lay on the Table Misused?

For today’s blog on one of the most misused parliamentary motions (“to Table”), here’s a Q&A from Notes and Comments on Robert’s Rules of Order, Fifth Edition: HOW IS THE MOTION TO LAY ON THE TABLE MISUSED? Because the motion to Lay on the Table is not debatable, requires only a majority vote, and has high precedence, members can be tempted to use it to kill the main motion. This is an improper use of the motion to Lay on the Table. “In ordinary assemblies, the motion to Lay on the Table is not in order if the evident intent … Continue reading

Does the Chair Vote in the Event of a Tie?

In board and membership meetings you’ll sometimes hear the phrase that the chair gets to vote “in case of a tie vote.” But is that accurate? In short, no. The chair only being permitted to vote in the event of a tie is not the general rule, would be unfair, and is not language found in any of the major parliamentary authorities, including Robert’s Rules of Order Newly Revised (12th Edition). While a few state statutes and some bylaws have such language, that’s mostly due to a misunderstanding of common parliamentary practices. So, what’s the general rule in Robert’s and other parliamentary manuals? Chair Voting … Continue reading

How to Chair a Convention or Large Membership Meeting

Most of the time, I seem to be advising boards on how to run less formal meetings. That’s because the major parliamentary authorities, such as Robert’s Rules of Order Newly Revised (12th Edition) and The Standard Code of Parliamentary Procedure (“Sturgis”), recognize that boards with not more than about 12 members present can follow more relaxed procedures (and only be more formal if the circumstances require it). For examples of smaller board procedure, see Board Procedures Versus a Membership Meeting or Convention. Even so, you will occasionally encounter larger meetings—homeowner or condominium membership meetings, conventions, church meetings, shareholder meetings, membership meetings of … Continue reading

Buy a Book and Support the National Association of Parliamentarians!

Prior to having two books published last year, I hadn’t given much attention to the bookselling world. Sometimes I’d buy a book from the National Association of Parliamentarians (NAP) at the Biennial Convention or National Training Conference. Or from Barnes & Noble if I happened to be there. Or from Amazon if there was free shipping.  Book purchases were really about convenience, since all the books seemed to cost generally the same. In fact, when you think about it, why would an organization like NAP go to the trouble to maintain an online bookstore? For one, NAP publishes original works related to parliamentary procedure … Continue reading

Support CAI — Buy a Book!

Prior to having two books published last year, I hadn’t given much attention to the bookselling world. Sometimes I’d buy a book from the Community Associations Institute (CAI) bookstore at the Annual Conference or Law Seminar.  Or I might purchase a book from the National Association of Parliamentarians on meeting procedure. Or from Barnes & Noble if I happened to be there. Or from Amazon if there was free shipping. Book purchases were really about convenience, since all the books seemed to cost generally the same. In fact, when you think about it, why would any organization like CAI go to the trouble to maintain … Continue reading