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

Unanimous Consent: Good Presiding Officers Use It!

Sure, you can use formal procedure to handle routine, noncontroversial matters in board and membership meetings. But why would you? Let’s look at a typical meeting example: Chair: Is there a motion to approve the minutes?[uncomfortable silence, finally followed by]Member: I move to approve the minutes.Chair: Is there a second?[uncomfortable silence, finally followed by]Member: Second! Chair: It is moved and seconded to approve the minutes.  Is there any discussion?[no, there isn’t]Chair: The question is on the motion to approve the minutes.  Those in favor of approving the minutes, say ‘aye.’ . . . Those opposed, say ‘no.’  The minutes are approved.[FYI, everyone … Continue reading

What Happens if You Lose Quorum During a Meeting?

My last blog concerned “What Happens if You Don’t Have Quorum at the Start of a Meeting?” A related question is, “What happens if you start the meeting with a quorum, but lose it during the meeting?” While the issue of quorum at the beginning of a meeting can be complicated, the issue of vanishing quorum can get downright confusing. That’s because you can end at a different result depending your type of organization (nonprofit corporation, membership meeting, board, shareholder meeting, governmental body, HOA, condo association, etc.) and location (different states have different statutes). What is the Significance of Meeting Quorum ? Under common … Continue reading

Should Annual Meetings Approve Minutes?

Like board meetings, an annual meeting of a nonprofit, condominium association, or homeowner association should keep accurate minutes. After all, adopted minutes are the official record of actions taken at a meeting. Well-written minutes may be the best proof of whether a proposal was adopted or the exact wording of a motion, possibly even years later. (See “A Minute on Meeting Minutes” for tips on best practices.) Who Approves Annual Meeting Minutes? But who should vote to approve annual meeting minutes? It’s not uncommon for such membership meetings to take up the minutes as an early item of business at the following annual meeting. But … Continue reading

A Minute on Meeting Minutes

Adopted meeting minutes are the official record of actions taken at a meeting.  As a result, well-written minutes can be invaluable. In the event of a dispute, minutes are the best proof of whether a proposal was adopted or the exact wording of a motion. State statutes and governing documents can, but usually don’t, address what must be in meeting minutes (a few statutes regulate the minutes of governmental bodies and condos/HOA’s). Even without such guidance, if you follow Robert’s Rules of Order, you’re in luck.  The current edition, Robert’s Rules of Order Newly Revised, gives excellent advice on minutes. The short version … Continue reading

The Filibuster and Robert’s Rules of Order

The term filibuster has burst back into the public consciousness due to several high profile political happenings. Senate Majority Leader Harry Reid has threatened a “nuclear option” in the United States Senate to prohibit filibusters of certain presidential nominees. And recently in Texas, state Senator Wendy Davis used a 13 hour filibuster to defeat an abortion bill by speaking until the legislative clock ran out. Many news reports on these two events have mentioned the filibuster in the context of parliamentary procedure and the parliamentary manual, Robert’s Rules of Order. Twitter even reported that during Senator Davis’ filibuster the phrase … Continue reading

Free Parliamentary Motions Guide to the Current Robert’s Rules of Order

The latest Robert’s Rules of Order is Robert’s Rules of Order Newly Revised (11th Edition)[now the 12th Edition published in 2020]. Each new edition brings changes to procedure (the 11th Edition lists 120). If you go hunting in Robert’s, you’ll find more than 80 different motions, but that’s more motions than you’ll likely need in a lifetime of meetings. Robert’s Rules of Order permits small boards to operate quite informally. Even large membership meetings can survive on fewer than about a dozen motions. Click the following motions guide for a Roberts Rules of Order PDF. Visit www.jimslaughter.com for other charts and motions guide to Robert’s Rules … Continue reading

Finding the Right Robert’s Rules of Order

At several recent association meetings I’ve seen members using the wrong Robert’s Rules of Order (that is, books that look like Robert’s, but aren’t). Does which version of Robert’s Rules is used make a difference? Absolutely!  Many organizations dictate in their governing documents that a particular parliamentary book will be followed when transacting business. State statutes often require corporations, nonprofits, or government bodies to follow specific rules or even Robert’s Rules. For instance, both the N.C. Planned Community Act and the N.C. Condominium Act provide that community association membership and board meetings must be conducted according to “the most recent edition of Robert’s … Continue reading

Happy Birthday, General Henry Martyn Robert!

Today (May 2) is the 176th birthday of the author of the original Robert’s Rules of Order, Henry Martyn Robert.  He was born May 2, 1837, in Robertville, South Carolina. Henry Martyn Robert and Roberts Rules of Order History The current edition of the book, Robert’s Rules of Order Newly Revised (11th Edition)[now the 12th Edition released in 2020], would be hardly recognizable to Robert.  His 1876 Pocket Manual of Rules of Order for Deliberative Assemblies was 176 pages long.  Robert’s vision was to create a “very brief pocket manual, so cheap that every member of a church or society … Continue reading

Meeting Myths

5 Myths About Meetings & Parliamentary Procedure If your association meetings are organized, properly run and stay on track, consider yourself lucky. If not, it’s likely your association is spending time on things it shouldn’t or isn’t doing things it should. There are several reasons why you might be having troubles. Let’s dispel some common meeting myths and explore what it takes to run a good one. yth #1: Parliamentary Procedure Doesn’t Matter. Many associations dictate in their governing documents that a certain parliamentary book will be followed when transacting business. In fact, North Carolina and other states have statutes … Continue reading