Books Order of Business Bylaws Motions Presiding Secretary Treasurer Q&A
Note: Abbreviations are used
below as follows--
RONR - Robert's Rules of Order Newly Revised, 10th edition, 2000
TSC - The Standard Code of Parliamentary Procedure, 4th edition, 2000
DM - Demeter's Manual of Parliamentary Law and Procedure, Blue Book edition, 1969
PA - Parliamentary authority (usually RONR, TSC or DM)
PL - Parliamentary Law, by Henry M. Robert
Recommended Books and Materials
Parliamentary Authorities Educational Materials Gavels and Blocks
The number one book on parliamentary procedure is Robert's Rules of Order Newly Revised, 10th edition, 2000 (RONR). More organizations prescribe RONR as their parliamentary authority (PA) than any other manual. BUT there are other PAs, and one must check their bylaws or other rules to see if and what PA is prescribed for any given organization.
It should be noted that the 1915 edition (the 4th) is the latest that is no longer protected by copyright law, and that there are numerous Robert's Rules of Order derived from this edition by modern authors. Some are merely the 4th edition with perhaps some formatting and illustration improvements, and others are a complete revision. But the standard is the 10th edition published by Perseus Publishing. Amazon.com has 80 sample pages, including the table of contents and index.
The authorship team of RONR 10th edition have also published:
Robert's Rules of Order in Brief, March 2004. This concise and user-friendly guide will expertly brief readers on the rules most often needed at meetings. It includes sample dialogues, helpful references to RONR, and handy tips for officers.
The American Institute of Parliamentarians, in addition to its principal interest in RONR, focuses attention on these two parliamentary authorities:
The Standard Code of Parliamentary Procedure, Alice Sturgis and the American Institute of Parliamentarians, 4th edition, 2000, McGraw-Hill.
Demeter's Manual of Parliamentary Law and Procedure, George Demeter, Blue Book Edition, 1969, Little, Brown & Company.
Some other parliamentary manuals, including some derived Robert's Rules, are:
Cannon's Concise Guide to Rules of Order, Hugh Cannon, 1992.
The Complete Handbook of Business Meetings, Eli Mina, 2000.
The Complete Idiot's Guide to Robert's Rules of Order, Nancy Sylvester, 2004. Chapter 1 in PDF.
Mason's Manual of Legislative Procedure, Paul Mason, 2000, adopted by many state legislatures.
Meeting Procedures: Parliamentary Law and Rules of Order for the 21st Century, James Lochrie, 2003.
Merriam Webster's Rules of Order, Laurie Rozakis, 1994, Merriam-Webster.
Mina's Guide to Minute Taking: Principles, Standards & Practical Tools, Eli Mina, 2004.
Parliamentary Law, Henry M. Robert, 1923.
Procedures for Meetings and Organizations, Kerr & King, 1996, Canadian parliamentary authority.
Webster's New World Robert's Rules of Order Simplified and Applied, Robert McConnell Productions, 2nd edition, 2001, Hungry Minds, Inc.
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Most of the books mentioned above and many additional educational materials on parliamentary procedure are available from:
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Standard Order of Business
The RONR (p.25) standard order of business for organizations that meet at least quarterly is:
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Bylaws and other Governing Documents
An organization may be subject to parent organization bylaws, or public law (national, state or local), but the rules under its direct control are the corporate charter (if incorporated), bylaws (including constitution), special rules of order (procedural rules extending or amending the parliamentary authority) and standing rules (administrative, relating to activity outside of meetings).
A corporate charter (also called articles of incorporation, articles of association, etc.) is required by the government before it will grant corporation status to an organization. In Washington State the term is Articles of Incorporation (AOI), and the initial articles for a nonprofit must include the organization's name, duration (perpetual or for a stated number of years), purpose, the names and addresses of the registered agent, initial board of directors, and incorporators, and some provision for asset distribution in case of dissolution; AOI may optionally include additional provisions, but RONR (p.11) says "a corporate charter generally should contain only what is necessary to obtain [incorporation] leaving as much as possible to the bylaws ."
"A corporate charter should be drafted by an attorney," according to RONR p.11. Cornell University has links to state corporation laws.
Bylaws of an association generally define the association's name, purpose, and structure. If incorporated, the bylaws need not repeat provisions in the charter, and if they do, each replicated provision should be followed with a reminder note something like, "This provision may not be amended to be inconsistent with the corporate charter."
Modern practice is for an organization to have a single document called "bylaws" rather than one called "constitution and bylaws" or separated constitution and bylaws. The only parliamentary reason for separate documents is if the constitution is harder to amend, but this can be accomplished in a single document as well. "Since the word 'constitution' is the proper or appropriate term for use only by nations and sovereign states, the use of the term 'constitution' in deliberative bodies (as in 'constitution and bylaws,' or simply 'constitution') is, strictly speaking, only a bylaw under the inappropriate name, 'constitution.' Hence, 'constitution' in clubs, societies and organizations is a misnomer; but it is common usage" (DM p.217).
Standard bylaws 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, terms of 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 of headquarters; nonprofit, nonsectarian and nonpolitical; members; qualifications for membership; voting on new members; dues; officers (nomination, election, eligibility, vote required to elect, term, duties, oath); resignation from office; filling vacancies; penalty for absenteeism; grounds for removal; salary, compensation per diem; immediate past president; meetings; quorum; order of business; executive board, standing and special committees; composition, meetings, duties, powers, elections or appointment; resignation from membership, reinstatement; annual convention; assessments and fines; installation of new officers or members; limiting expenditures; ladies auxiliary; parliamentary manual; amendments to bylaws.
The bylaw on parliamentary authority should read something like this (RONR p.569): "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."
See Sample Bylaws.
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Members' Guide to Making Motions
The organization makes group decisions by
agreeing to motions. A motion
is a proposal made by a member that the organization does something.
Only one motion is to be considered at a time, although while one motion
is under consideration, some secondary motions can be made if urgent or relevant
to the pending motion, in which case consideration on the original motion is
suspended 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
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
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
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, the chair will respond, The member (delegate) is recognized to make a motion.
To make a motion, obtain the floor and say, I move that _________." E.g., "I move that the bylaws be posted on our website." 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 motions need to be seconded; nominations do not. You need not obtain the floor before seconding a motion.
To speak for (or against) a motion in an effort to persuade others to vote for (or against) it, obtain the floor by indicating that 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 the pending question; do not question the motives of other members; address remarks to the chair and not to other members.
To amend a motion (change the wording), move to amend by striking words, inserting words, or both: "I move 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." This takes 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 to move an amendment?" Or, "Please repeat the motion we are currently discussing." Or, "I don't like ____ in the current motion. How do I go about changing it to _____?"
Confused about facts relevant to the motion being 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 a standing vote, say, "Division!"
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Presiding with Poise
The presiding officer can preside
with poise if prepared and practiced.
Before the meeting, the president and secretary should prepare a detailed meeting agenda, listing all known items of business that need to come up. Officers and committee chairmen should be asked in advance if they will have a report to present, and only those who do should be listed on the detailed agenda and called upon at the meeting. Are there minutes to approve for more than one meeting? List oldest minutes first for approval. Are there any special orders, including bylaws-required actions for this meeting (e.g., electing nominating or audit committee, election of officers, annual reports)? Is there any unfinished business, business that was introduced at the preceding meeting that was not disposed of (e.g., postponed to this meeting, scheduled for but not considered at preceding meeting, pending when the meeting adjourned)? Have members submitted previous notices for motions they intend to make?
The president and secretary may need to prepare and distribute a call to the meeting, including any required notices. For example:
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 to prepare, or have prepared (perhaps by a parliamentarian), a chair's script for the meeting based on the detailed agenda. E.g.,
Call to Order
Reading and Approval of Minutes
Reports of Officers, Boards, and Standing Committees
Reports of Special Committees (only if there are any such reports)
Special Orders (listed only if there are any such items)
Unfinished Business and General Orders (listed only if there are any such items)
The president may need to prepare to make an officer's report, or report for the executive board, or designate the vice-president to make these reports.
The president may need to ensure that someone brings to the meeting any needed supplies and materials, such as a gavel and block, flag, ballot materials (e.g., paper slips, pens, box), bylaws and special rules of order, parliamentary authority, calendar, agenda or other handouts, and audio visual equipment.
At the meeting the president may want a head table to preside from, with the Secretary adjacent on one side and (if one is appointed) the Parliamentarian on the other. If ballot votes are reasonably likely, the President should pre-arrange with appropriate volunteers who he will appoint as tellers, and if time-consuming debate is anticipated, he should have a time-keeper ready and equipped to be appointed for that task.
A presider may need to prepare by reviewing 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 a time, so if one motion is pending, and another main motion is made during debate, the chair says, "The motion is not in order at this time, since only one main motion can be considered at a time. The member may wish to make the motion again when no other motion is pending."
Amendments can be proposed but must be germane (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 the pending motion." A primary amendment can be amended (with a secondary amendment), 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 of precedence, so if a lower ranking motion is made while a higher ranking motion is pending, the chair says, "That motion is not in order at this time, because the pending motion to ___ is a higher ranking motion." The chronological order for ranking motions is (per RONR):
Postpone indefinitely (in other words, kill the motion without a direct vote on it)
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
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 the parliamentarian, secretary, or check the bylaws or parliamentary authority.
The chair should not vote except by ballot, or if the vote would change the results. If a counted vote is 5 for and 5 against, the chair could announce, "with the chair also voting for 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 could announce, "with the chair also voting against the motion, there are 8 for and 8 against, and the motion is lost."
The chair should have a handy copy of the adopted parliamentary authority and bylaws, and possibly "motion charts" for the PA showing rankings, which need to be seconded, which need a 2/3 vote, etc. Jim Slaughter has some excellent online motion charts for RONR and TSC; AIP sells Joe DiStasio's laminated motion reference card with RONR on one side and TSC on the other.
Finally, the chair needs humility, and a willingness to admit mistakes. "The chair stands corrected," or "the point is well taken," should be ready responses when needed. The president can also take, or have others take, notes on mistakes made, to practice on them before the next meeting.
With practice, patience and preparation, the President can preside with poise!
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Secretary's Secrets (Sample Minutes and More)
According to RONR p.442-443, the duties of the 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 what minutes should contain, how they are approved, and sample minutes.
AIP sells a Complete Manual of Minutes ($12).
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The treasurer of an organization is "entrusted with the custody of its funds" (RONR p.444). The treasurer "cannot disburse funds except by authority of the society or as the bylaws prescribe. The treasurer is required to make a full financial report annually or as the bylaws may prescribe, and to make such interim reports as the assembly or the executive board may direct" (p. 445). The Treasurer should be prepared at every meeting to answer such questions as to enable the assembly to make fiscally prudent decisions. The Treasurer often gives a report at each regular meeting stating for the period since the last report: the starting balance on hand, a total of receipts, a total of disbursements, and the ending balance on hand. The itemized list of receipts 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 be paid.
The Treasurer's annual report, signed by the Audit Committee members, should be something similar to the following:
Report of the Treasurer
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Last updated 2006-01-13