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Chapter 18 - Most Frequently Asked Questions

Members of organizations generally ask the same questions about parliamentary procedure and meetings. Most questions concern voting, a quorum, the motion lay on the table, the agenda, minutes, bylaws, and what to do about a tyrannical presiding officer. If you have a question or a problem, the best advice is to look in your organization's bylaws and governing documents and then consult your parliamentary authority. The bylaws and other governing documents always take precedence over the parliamentary authority.

This chapter provides answers for commonly asked questions about parliamentary procedure and issues in meetings. The questions are grouped by topic: voting, the secretary and minutes, the president, nominations and elections, other officers, ex officio officers and members, quorums, meetings, and motions.


Q: I am trying to find some sound guidelines to establish our method of proxy voting. Are there minimum requirements in order for proxy voting to be valid?

A: The first thing you should do is consult the statutes regarding proxy voting in the state in which your organization is incorporated. If the state statutes allow proxy voting for your kind of organization, they may require certain procedures for conducting and counting the proxies.

If you are not incorporated, check the statutes for the state in which you reside to see what they say about proxy voting.

Second, check to make sure that your bylaws provide for proxy voting. Proxy voting is not permitted unless the bylaws state that it is, except in states whose statutes say that proxy voting must be allowed.

Note that Robert's Rules of Order indicates that most organizations should not use proxy voting. However, proxy voting is an advisable method to use in organizations in which members have a financial interest, such as business corporations, homeowner's associations, and neighborhood associations.

Here are questions to consider as you write your bylaws concerning proxy voting:

As you consider the preceding questions, remember why organizations have meetings - so members can meet face to face, discuss and debate the issues, and arrive at a reasonable agreement through a vote. Members often come to meetings thinking that their minds are already made up about certain issues, but after hearing the discussion, they change their minds and vote differently. Proxies cut out that process.

Q: If a quorum is not present at a meeting, can the organization use proxies to make up the quorum in order to take a vote?

A: If an association's bylaws authorize voting by proxy, the quorum should be based on attendance at meetings in person or by proxy.

Q: Yesterday at our church, these questions arose. Can the chair of a committee vote? Can ex officio members of a committee vote?

A: The answer to your first question is yes. The chairman of a committee is a member of the committee and has all the rights of other members. Usually, the chairman is the most active participant in the committee and is selected because of his or her knowledge or interest in the committee work.

The answer to the second question is also yes. Ex officio members of a committee can vote. According to Robert's Rules of Order, Newly Revised, "If the ex officio member of the board is under the authority of the society (that is, if he is a member, officer, or employee of the society), there is no distinction between him and the other board (or committee) members." If the ex officio person is not a member, he or she has all the rights and privileges and none of the obligations, and the ex officio person should not be counted in the quorum of the committee or board.

Conferring ex officio status on members is a way to have people serve on committees or boards without having to appoint or elect them. The bylaws of an organization may state that the president (or other leader of an organization, such as a pastor) is an ex officio member of a committee. Instead of someone being appointed to a committee by a board or elected to the committee by the membership, the person is appointed by virtue of his or her position or office in the organization or the community. Therefore, the ex officio person is a member of that committee with all the rights of membership unless your bylaws state differently.

Q: At a zoning board meeting, five votes were necessary to obtain a variance. By what authority was it specified that five votes were necessary to obtain a variance? I assumed that if an organization has no bylaws, any abstaining votes go to the majority vote, which means the majority opinion wins.

A: If there is a state, city, or municipal law that says five votes are necessary for a variance, you follow that law. If not, a simple majority should be enough to adopt the variance.

If an organization has no bylaws and its parliamentary authority is Robert's Rules of Order, any abstentions count as zero. If your state, city, or municipal laws indicate that it takes five votes to obtain any variance, it takes five votes in the affirmative. If only six members attend a meeting and the vote is four in favor and one opposed, the variance does not pass because an abstention is not a vote and is not counted either way. In this case, the person abstaining impacts the vote, in essence casting a no vote.

Q: What is the proper way to break a tie during an election of officers? Should the president cast the tie-breaking vote? We recently had our yearly election, and there was a tie for one office. The president cast the tie-breaking vote after the ballots were counted. Should he have waited until the meeting came back to order, or was he right in casting the tie-breaking vote before the meeting resumed?

A: According to Robert's Rules of Order, the president always votes in a ballot vote. Therefore, he cannot break a tie vote because he cannot vote twice. Your president should have announced that the vote was a tie vote and that the members would keep voting until someone received a majority vote. If an organization wants their president to be able to cast the tie-breaking ballot, if such a situation occurs, he or she must hold his or her ballot until the result of the vote is announced. The president then announces the result of the vote with his ballot.

Q: When a roll call vote is taken on a motion, what is the order of the roll call vote? In other words, who votes first, second, and so on? Does this order change from motion to motion?

A: The secretary takes the roll call in alphabetical order, but the president's name is read last, and only when it will affect the vote. When a member's name is called, he or she can vote yes, no, abstain, or present (which also means to abstain). If a member is not ready to vote, he or she answers "pass." Once the secretary reads the roll, the secretary calls again the names of those members who answered "pass," giving them one more opportunity to vote.

As the secretary calls each member's name, the secretary repeats how each member votes and marks it by the member's name. At the conclusion of the roll call, the president can ask if everyone who wants to vote has voted. At this time, members can also change their votes before the secretary tallies the votes and the president announces the result.

The secretary gives the final number of those voting on each side and the number of those abstaining to the president. The president announces the result and declares the motion adopted or defeated.

Q: I am the president of a volunteer fire company. We have recently had many discussions about the value of abstaining during the vote. We feel that an abstaining vote is actually a vote against the motion. Can you please provide the rules for how to handle this and tell us what alternatives we have?

A: You need to find out the rules of your fire department regarding what constitutes a majority vote. If the rules state that all motions are adopted by a majority vote, that means a majority of those voting. An abstention means, "I am not voting." In this situation, an abstention does not affect the vote at all. If your rules say a "majority vote of those present," or a "majority vote of the entire membership," then an abstention can affect the vote.

For example, say that you have ten members at your meeting. Your rules state that a vote can pass only by a "majority vote of those present." In this case, it takes six votes in the affirmative to adopt. So if five members voted for a motion, two voted against, and three abstained, the motion is lost.

However, if the rules state "a majority vote," then, using the results of the previous vote, the motion carries because the majority is determined by those who voted, not by those present. The majority in that case is four.

In taking the vote, the presiding officer takes only the aye and no votes. He or she does not ask for abstentions. If the meeting is a big one, how can you tell who abstained? The only way is to take a counted vote, roll call, or ballot vote.

It is highly recommended that you have your rules or bylaws state "a majority vote," meaning a majority of those voting. However, if your group is a small board of fewer than ten members, having a rule that requires a majority vote of the entire board membership prevents a small group from getting together and pushing through business. For example, say a board has nine members, which means that five members is the quorum. If your rules require only a majority vote, then at a meeting of five members, it is possible for one or two people to adopt motions if others abstain. Having all action adopted by a majority of the entire membership guarantees that at least five members are always in agreement, and this fact can solve problems that arise during controversial issues.

Q: When a main motion is before the assembly, can an assembly require more than a majority vote in order for the motion to be approved, even if more than a majority vote is not required by either parliamentary law or the rules of order of the assembly?

A: If an assembly wants to change the vote required for the adoption of a main motion, someone has to make a motion to suspend the rules. This needs a second. It requires a two-thirds vote because it is taking away rights from the members.

The member making the motion can state:

Member: I move to suspend the rules and have the vote taken on this main motion by a two-thirds vote.

Member 2: Second.

President: It is moved and seconded to suspend the rules and have the vote taken on this main motion by a two-thirds vote. All those in favor please rise. Be seated. Those opposed please rise. Be seated. The affirmative has it and the vote on this main motion will require a two-thirds vote.

If the negative wins, the president says:

President: There are less than two-thirds in the affirmative and the motion is lost. We will not suspend the rules and require a two-thirds vote on this main motion. The motion will be adopted by a majority vote.

Q: Is it correct that abstentions are not counted as votes in determining the winner of an election requiring a majority? Are there any conditions where an absolute majority of eligible voters is necessary to declare a winner? In that case, can abstentions actually prevent a winner from being declared? Is the situation the same with invalid ballots, for example, someone voting for Robin Hood?

A: You are correct that abstentions are not counted. An absolute majority of eligible voters is required only when your organization has rules to that effect. For example, such a rule may say that a vote requires "a majority of the entire membership." In this case, an abstention may prevent someone from getting elected. Look at this example:

Your membership is 50.

A majority of the membership is 26.

Member X receives 25 votes.

Member Y receives 23 votes.

Two members abstain.

No one is elected because no one has a majority of the entire membership. It takes 26 votes for election.

Robert's Rules of Order considers invalid ballots illegal votes. A vote is illegal when:

An illegal ballot can affect the outcome of an election because it is counted in the total number of votes cast. Consider this example:

30 votes are cast.

16 is the majority.

Member A receives 15 votes.

Member B receives 14 votes.

There is 1 illegal ballot.

Members have to vote again because no candidate received a majority vote. In this case, the illegal ballot did make a difference; it may have been cast for member A.

Q: I am aware that the president may vote to break a tie vote on a motion. Does the president have voting privileges on any other occasion or for any other reason?

A: The president can vote to make or break a tie vote, can cast a ballot vote, and can vote in a roll call vote. The president does not vote at other times because his or her vote can influence the other members and how they vote. The president is to remain impartial. Because a ballot vote is secret, the president's vote can't influence others, which is why the president can vote at the same time as the members. In a roll call vote, the assembly demands that each member vote and that each state how he or she is voting for the record. When the president's vote will affect the result, the president has no choice but to vote in this vote, and his or her name is called last. However, he or she can choose to abstain.

Keep in mind that the president can only make or break a tie vote if he or she has not already voted. For example, if the president participates in a ballot vote and the vote results in a tie, he or she cannot break the tie because he or she cannot vote a second time.

Q: What happens when the president's vote will cause a tie to occur on a motion? If the president's vote causes a tie vote to occur, how is the matter resolved at that point?

A: If the president's vote causes a tie vote, the motion is defeated. Robert's Rules of Order allows a president to vote to make a tie vote or break a tie vote. The president can also vote whenever his or her vote will affect the result. For example, the president can vote to cause a two-thirds vote or to prevent the attainment of a two-thirds vote. However, members can't force the president to vote if he or she wants to remain impartial. If the motion is a tie and the president does not want to vote, the motion is defeated. A tie vote is not a majority.

A tie vote means that the motion is lost. What can you do in this situation? Another rule in parliamentary procedure is that members can't be asked to decide the same question twice at the same meeting unless they reconsider the vote. To reconsider the vote, a member must have voted on the prevailing side (in this case, the negative vote can move to reconsider). However, anyone can bring the motion before the assembly again at the next meeting; it is handled as if it is a new main motion.

Q: Recently, at our monthly meeting, we had a member come in late in the middle of a vote that we were taking. We had voted the yea's and were about to vote the nay's. Everyone stopped and explained to her all about the motion and our discussion, which took about 15 minutes. The member then added her yea vote to the others. We continued on to the nay's. Her interruption created a bit of confusion for everyone, and later people complained that they lost track of what we were doing. What is the proper procedure when someone comes in during the middle of a vote?

A: The proper procedure is to continue to take the vote. An interruption of a vote can happen only before any member votes. However, an exception is that members can transact other business during the counting of a ballot vote.

It is unfair for a member to arrive late and then hold up the other members. This person knew what time the meeting began and chose to arrive late. That member should not expect other members to stop everything and explain what has transacted. A basic principle of democracy is government by the majority, not by one person.


Q: What is the main job of the secretary? If the secretary isn't cooperating with the board, does the board have any controls over him or her? Can the board dismiss the present officer and elect a new one? If so, how do you carry that out?

A: The role of a secretary is very important in any organization. Your organization's bylaws should state the duties of the secretary, but Robert's Rules of Order also lists the secretary's duties. In general, the secretary is responsible for:

The secretary should cooperate with all members and be of service to the entire organization. Your bylaws should provide you with the procedure to remove a secretary who is not cooperative (or any officer not performing his or her duties). If there is no provision for removing this officer, and if your bylaws do not state that the officer serves a certain period of time "or until the successor is elected," you must hold a trial for removal.

If the bylaws provide for removal, follow that procedure. If your bylaws state "or until the successor is elected," you can rescind the election. This requires previous notice and a majority vote, or without previous notice, a two-thirds vote or majority of the entire membership. If the officer is removed, the members can fill the vacancy created by holding an election at the same meeting.

Q: With the advent of new technology, what is the appropriate method to use in binding minutes?

A: You can purchase secretary's books of blank pages that secretaries can print on a computer and, when the book is finished, bind at a printer's. One of these books costs approximately $75. It includes the original hardcover book with paper, which is why it is expensive. It is refillable, however, so after the initial purchase, you only have to buy paper. After you type the minutes into the computer, remove the necessary number of blank pages in the book and use your printer to print the minutes on them. Replace the printed paper into the book. When you use up the paper, take all 150 pages to the printer's and have the book bound and labeled with a date. You can then order more paper and put it in the book. Any office supply store should be able to show you product options.

Q: Do you have any information on the proper form of minutes? What should they include? What can the secretary leave out? Is there a difference between a formal meeting and an informal one as far as minutes are concerned? I am the secretary responsible for the minutes of four different types of meetings: a private company's board of directors' meetings, a private company's stockholders' meetings, the Kiwanis club's general meetings, and the Kiwanis club's board meetings. Where can I find out the proper and legal requirements of the minutes for which I am responsible?

A: For the most part, the form of the minutes is the same. Minutes record what is done at the meeting, not what is said. However, if any of these organizations publish their minutes, you need a tape recorder because everything goes into the minutes word for word. Check with the Secretary of State's office in the state in which your company is incorporated to see if there are any specific guidelines for the legal requirements of minutes. If so, you need to follow them. The important thing to remember about minutes is that they are the legal document of the meeting. Ask yourself, "If we went to court, what would be most helpful to the judge or jury in deciding an issue?" Sometimes putting background information into the minutes is important because doing so helps explain why the assembly took a particular action. Recording a counted, roll call, or ballot vote may provide proof that a quorum was present.


Q: Does a president of the board of directors have the authority to refuse to let an issue come before the board?

A: No, a president does not have this authority unless your organization has a written rule that says otherwise. The president can rule a motion out of order if it conflicts with your bylaws; corporate charter; or national, state, or local laws. He or she can also "object to consideration of the question," but that does not prevent the motion from coming before the board. The rest of the board must vote on this motion.

Q: Does the president of the board of directors have the right to deny a guest permission to speak at a board meeting? The guest is a club member.

A: Board meetings are usually conducted in executive session, which means that only members of the board can attend. A guest would not be allowed to come to the meeting unless your board meetings are open meetings, or unless he or she was invited by the board to give input on an issue because the guest had special knowledge about the subject. In that case, after the guest had spoken and answered any questions, he or she would leave and would not be allowed to participate in the debate.

Q: Our committee has seven members, and an extra person has just shown up. Can I refuse to let that person speak or take part in the discussion?

A: Committee meetings are conducted in executive session, and only members of the committee can attend. Unless a member is an ex officio member of the committee, he or she has no right to just show up and ask to participate in the committee meeting. Politely escort the member to the door and explain that only committee members are allowed to attend. (This is true unless your organization has rules to the contrary.)

Q: One of our members constantly causes problems because he and his wife don't like the club president. What can we do to stop him? This problem wastes our time and energy.

A: Your president was voted in by a majority of the members and deserves everyone's support. It sounds to me as if you have a democracy problem in your organization - members who don't understand the concepts of democracy, which require all members to abide by the majority rule even if they did not vote with the majority. The most diplomatic tactic is for you to talk with these people and try to persuade them to be cooperative and encourage them to work with the president. These members need to see how detrimental their actions are to the entire organization.

Q: How can a member of an organization bring items to the floor if the president refuses to put them on the agenda? The agenda does not include "old or new business" or "unfinished business." It is also not customary for the association to approve the agenda at the beginning of the meeting. Can I ask for the approval of the agenda? Or can I make a motion at any time to include an item or items on the agenda?

A: Yes, a member can bring items to the floor if the president does not put them on the agenda. The agenda is designed to serve the entire organization by bringing order to the meeting and helping members keep on track. It is not the president's agenda or his or her idea of what should go on at the meeting. The president has not been elected to enforce his or her will on the assembly. He or she has been elected to lead the organization and to be impartial and fair in conducting the meetings.

The agenda should follow a standard order of business such as the one found in Robert's Rules of Order. It should include unfinished business if there is any. Unfinished business is business left pending at the last meeting or postponed to the current meeting. You can find any unfinished business in the minutes of the previous meeting. The secretary should read the minutes at the beginning of the meeting so that members know whether there is any unfinished business. If the president does not bring it up (the president and the secretary are responsible for putting it on the agenda), a member can bring up unfinished business by rising to a parliamentary inquiry:

Member: Mr. President (or Madam President), I rise to a parliamentary inquiry.

President: Please state your inquiry.

Member: The minutes state that X motion was postponed to this meeting. I noticed that the agenda doesn't list any unfinished business. Will the president kindly inform this member when it will be presented to the assembly?

The president is now responsible for telling you when motion X will be brought up. By using this technique, you alert the members that something has been left off the agenda, and you do so in a nice way.

Is your president a dictator or just uninformed? If the president is uninformed, perhaps you can privately show him or her the order of the business meeting in your parliamentary authority. If the president is a tyrant who wants to do things his or her way, you have a bigger problem.

After the minutes are read and before members transact any other business, rise to a parliamentary inquiry and ask why no unfinished business or new business is on the agenda. You can then ask that the following items be added to the agenda. If the president does not do this, make a motion to adopt the agenda with unfinished business and new business added to the agenda. This motion needs a second and requires a majority vote to adopt.

If the president continues to ignore you, raise a point of order. If he or she ignores the point of order, make the motion again. If your motion is seconded, and the president still ignores the motion, you have the right to place the motion before the board, ask for discussion, and take the vote.

You can use this technique anytime the president ignores a legitimate motion that has been seconded. However, you must exactly follow all the steps previously given.

Q: What can members do when the president oversteps his or her role as facilitator, and how do you correct the mistake? Also, is the president solely responsible for appointing members of committees from the board?

A: To correct the president during a meeting, the procedure is to stand and say:

Member: Madam President (or Mr. President), I rise to a point of order.

Or just stand and say:

Member: Point of order.

The president should respond:

President: Please state your point.

You now state the correct procedure. The chair then rules on your point. Either the chair agrees with your point and corrects what he or she is doing wrong, or the chair does not agree with your point and proceeds with what he or she is doing.

President: Your point is well taken.


President: Your point is not well taken.

If you don't agree with the chair's ruling, you can appeal from the decision of the chair. This needs a second. However, if the chair doesn't know the proper procedure, you should speak with him or her outside the meeting and share helpful information.

You can find the answer to your second question in your organization's bylaws or standing rules. For the president to have the power to appoint committees, the bylaws must give him or her that authority. If the bylaws do not say who appoints committees, the assembly appoints them.

Q: Can members conduct business after a meeting is officially adjourned? In this case, the meeting was adjourned, the office manager went to the door to ascertain that a certain leader left, and then the manager reconvened the meeting to do business.

A: What was done was unethical, undemocratic, and unkind. Any business transacted after the meeting adjourned is null and void. When a meeting adjourns, it is over. Robert's Rules of Order states that the chair can call a meeting back to order in only one situation - when a member was trying to obtain the floor, before the chair declared the adjournment, for the purpose of

When the manager tried to reconvene the meeting, someone should have stopped him or her immediately. This group can't function harmoniously if members are purposely being left out of business and discussion.

Q: Can a president make a motion or second a motion?

A: It depends. In a board meeting of fewer than 12 members (unless you have rules to the contrary), a president can make motions, second motions, discuss motions, and vote on motions. In a general membership meeting, the president is to remain impartial; he or she should not make a motion or second it. However, there is an exception. For example, say the treasurer presents a bill to be paid. The president can assume a motion and say:

President: The treasurer has presented a bill for X dollars. Is there any discussion? All those in favor say "Aye." Those opposed say "No."

The president then announces the vote. This is a great way to expedite business.

The other situation in which a president can make a motion is when he or she steps down from the chair and lets the vice president preside until the motion is dispensed. However, the best practice is for the president to find another member who is willing to present the motion.

When someone is elected to the office of president, that person must remember that he or she serves all the members. The effective president in any organization is one that remains impartial in conducting the meetings.

Q: At a recent city council meeting, the mayor said, "As chairman, I always have the last word in any discussion." He also said that he looked this up in Robert's Rules of Order. I have been a member of a board of education for the past 17 years and have used Robert's Rules - I do not remember ever seeing that the chair always has the last word. Maybe I don't have a complete copy. Maybe he is not accurate. Is there such a reference?

A: Oh, if we could all have the last word! There is one time when the chair has the last word, and that is on a debatable appeal to the chair's ruling. According to parliamentary rules, in a debatable appeal, the presiding officer has the first right to speak to the appeal and the last right to speak to the appeal. The other time the presiding officer has the last word is when saying, "The meeting is adjourned" (and then only if the other members agree about adjourning!).


Q: Do you need a second on a nomination? For example, I nominate John Smith as chairman. Do I need a second before his name can be put on the ballot for this position?

A: No second is required. On a ballot, you can write the name of any member who is eligible to serve. Also, Robert's Rules of Order clearly states that a person does not have to be nominated to be elected. Thus, on a written ballot someone can gain election through a write-in campaign.

Q: Are there any rules, in Robert's Rules of Order or elsewhere, that forbid a person from running for two offices at the same time, such as president and vice president, or president and senator? This situation has come up during nominations for officers and directors at our conservation club, and we need clarification.

A: There is no general parliamentary prohibition against a person being nominated for more than one office unless the bylaws of an organization prohibit it. However, it is usually understood that members hold only one office at a time. If a member is elected to two offices and he or she is present when the election takes place, the member should choose which office he or she wants to serve. If the member is not present, the other members can decide which office they want him or her to serve.

If you can await the logical sequence of events, the situation may resolve itself. Perhaps the member will be elected to only one office. If not, the preceding information will help you decide what to do next.

Q: After the floor is closed for nominations, can the president reopen the floor for nominations? And if so, in which cases or circumstances?

A: Robert's Rules of Order says that a majority vote can reopen nominations for any reason. A member needs to make the motion to reopen the nominations, or the chair can assume a motion by stating:

Chairman: Is there any objection to reopening the nominations? Hearing none, nominations are now reopened.

If there is an objection, the chair takes a vote.

Chairman: All those in favor say "Aye." Those opposed say "No." [Announce the vote.]

One case for reopening nominations is when someone is elected to office and then immediately declines the position. Another case is when the assembly voted many times but no one received enough votes to be elected, and the members want to consider adding someone else's name to the list.

Q: Does the nominating committee have the only right to nominate an officer, or can a member also nominate someone? And if a member can do it, what is the procedure for getting the floor and nominating someone?

A: Check your organization's bylaws for specifics on the nominating and electing process. Those are the rules that the members must obey. However, in general parliamentary terms, any member should be able to nominate an officer. For example, if the nominating committee disagrees about a nomination, those on the committee who are in the minority may propose other nominees for some or all of the offices when the presiding officer asks for nominations from the floor (from the members).

In Robert's Rules of Order, this is the general procedure for nominations:

  1. The nominating committee gives its report by stating the nominees for each office.

  2. The presiding officer repeats the nominations of the committee for each office and asks,

    President: Are there further nominations?

    At this time, any member can rise and nominate someone (a nomination does not need a second), unless your organization's bylaws state differently.

  3. The presiding officer repeats the nomination and asks if there are any further nominations. This continues until no one responds, and the presiding officer closes the nominations for that office and goes on to the next office. Robert's Rules of Order says that bylaws or standing rules should clearly state the procedure an organization follows.

    If your organization is not following this procedure of taking nominations from the floor, check the bylaws or standing rules to see whether they prohibit it. If there is no prohibition and the presiding officer does not ask for nominations from the floor, you can raise a point of order. However, talking to the presiding officer before the meeting and showing him or her the pages in Robert's Rules of Order that explain the procedure is better.

    If your organization takes the vote by ballot, you can also wage a write-in campaign. According to Robert's Rules of Order, a member does not have to be nominated to be elected, but the member does have to be eligible to serve. So, in the case of a ballot vote, writing in the name of someone who has not been nominated is possible.

Q: Our church bylaws require the nominating committee to present "a slate of candidates" for the board of trustees (among other bodies). In terms of parliamentary procedure, does "a slate" mean only the number of candidates equal to the number of vacancies, or may it mean at least a number of candidates equal to the number of vacancies? (Webster's defines slate as "a list of candidates. . . .")

A: A slate means a nominee for each office. If you have three offices to elect - president, secretary, and treasurer - a single slate is one nominee for each office. A multiple slate is more than one nominee for each office. From a parliamentary law point of view, it is best for the nominating committee to choose only one nominee (the best one) for each office. If the committee members are required to come up with more than one candidate, they may have to choose someone who isn't as qualified. If they choose two who are equally qualified, one is sure to lose, and the loser may decline to be nominated again. Electing officers in organizations is different than national elections where citizens always have two candidates from which to choose. In organizations, it is best not to make members compete against each other. Organizations need to promote cooperation. However, if the members feel that the nominating committee is playing politics and is not nominating the best candidate, the members should nominate someone else.


Q: We are a small neighborhood association (20 members) with a president, vice president, recording secretary, corresponding secretary, treasurer, and chairman of the board. The bylaws don't spell out the chairman of the board's duties. Just what does a board chairman do?

A: If your bylaws don't give the chairman any duties, his or her primary duty is conducting the board meetings; the association president conducts the membership meetings.

Q: Does the parliamentarian have a vote on motions, and can he or she speak to motions?

A: If the parliamentarian is not a member of the organization, he or she is not entitled to vote or debate motions. If the parliamentarian is a member and sits in front by the president, he or she is not entitled to make motions, discuss motions, or vote. People look to the parliamentarian as an authority (and therefore impartial), and it is improper for him or her to sway the vote. However, the parliamentarian, if a member, can vote in a ballot vote just as the president can.

If a member is considered the parliamentarian and sits with the assembly during the meetings (and does not advise the chair during the meetings), that person may have the right to make motions, discuss them, and vote.

Q: Can you please give me some insight as to how the parliamentarian should act during a meeting? I want to know how much input this person is allowed during discussion on a particular matter.

A: How the parliamentarian should act during a meeting is dependent on several things. If the parliamentarian is a member of the organization, he or she has all the rights of the members - to make motions, debate, and vote - except when he or she is seated in the front next to the president. When the parliamentarian is seated by the president, he or she gives up the right to make motions, debate, and vote (except in a ballot vote). The parliamentarian is there only as an advisor. Any comments made to the president should be inconspicuous. He or she only gives advice; the president still makes the rulings.

If the parliamentarian is a member of an organization that wants him or her to serve in that role, the member can choose not to sit by the president when serving as the parliamentarian. In this way, he or she doesn't give up the right to speak and vote. Note that this decision does not prevent the parliamentarian from meeting beforehand with the president to go over the agenda. In many cases, the parliamentarian can write a meeting script for the president to follow if the officer is not familiar with conducting meetings. Before the meeting, the parliamentarian can discuss with the president any controversial issues or any procedures with which the officer is unfamiliar. The parliamentarian and the president can then discuss ways to handle any problems that may arise during the meeting. If the members get lost in the meeting, the president can ask the parliamentarian to clarify the correct procedure. The parliamentarian can speak from where he or she is seated and tell the assembly the correct procedure. It is then the president's duty to decide what to do. (The president always makes the rulings.)

A parliamentarian is an advisor; the position is not one of power. Unfortunately, this office is misused in many organizations.


Q: I am the recording secretary for the Parking Advisory Board. We are trying to set up some bylaws. We are looking for a definition of ex officio member and need to know whether such a member has voting rights.

A: You need to first adopt a parliamentary authority. Robert's Rules of Order is an example of a parliamentary authority. When you adopt an authority, it will help you define ex officio member. A person usually becomes an ex officio member of an organization by virtue of his or her office. Many times the president of an organization is an ex officio member of a board or committee. Perhaps you want someone in the community who works in a related field to be an ex officio member of your board. If that person leaves his or her position, he or she is no longer a member of your board, but whoever follows that person then becomes a member ex officio.

An ex officio member has all the rights of membership: the right to make motions, debate, and vote. Members who are ex officio and who are also regular members of the organization are counted in the quorum. Those who are not members of the organization are not counted in the quorum, but they still have the rights of membership.

Q: My church's bylaws provide for ex officio members on the various governing boards and committees. The bylaws are silent, however, regarding the voting rights of these ex officio members. Do ex officio members count toward a quorum?

A: If the ex officio members are church members, they count in the quorum and have the right to make motions, debate, and vote. If the ex officio members are not members of the church, they have the right to make motions, debate, and vote, but they are not counted in the quorum.


Q: I am interested in the rules about quorums as set forth in Robert's Rules of Order. What is the least number needed to open the board of directors' meeting? Is it just one more than 50 percent?

A: Your bylaws should specify the quorum. If they don't, Robert's Rules of Order states that a quorum is a majority (more than half) of all the members.

In boards or committees, if the quorum is not established in the bylaws, by rule of a parent organization, or by state statutes, the quorum is a majority of the members of the board or committee. A board or a committee does not have the power to establish its own quorum unless the bylaws give that power. So, look at your bylaws carefully to make this determination.

Q: I am looking for information on how many members must vote to form a quorum with committee sizes of five, seven, and nine.

A: The members do not vote to form a quorum. Your governing documents, preferably your bylaws, should state the quorum of your committees. However, if no quorum is stated, Robert's Rules of Order says that the quorum is a majority of the members of the committee:

The quorum of a five-member committee is three.

The quorum of a seven-member committee is four.

The quorum of a nine-member committee is five.


Q: What is the procedure for ensuring that items are not added to the agenda during the actual board meeting? Or, how do you prevent this from occurring?

A: If the agenda is not adopted at the beginning of the meeting, any member can add items by making a motion to add an agenda item at the time when the chair calls for new business. If a majority vote adopts the agenda at the beginning, amending the agenda by adding something to it requires a two-thirds vote.

The purpose of an agenda is to keep order, keep the meeting on track, and expedite business. The agenda should be flexible, enabling members to bring business before the assembly, not preventing them from bringing business. Only items requiring notice cannot be added.

One reason for adopting an agenda may be that the meeting time is short; adopting the agenda thus expedites the business so that the organization can complete it all. An agenda should not be adopted for the purpose of excluding ideas.

Likewise, the president should not impose his or her own agenda on the members. The president is to preside and see that the members' wishes are carried out and that all members have the right to bring business before the board. The chairman protects everyone's rights by preventing dilatory motions. Members should decide what comes before the board.

Q: We are between sessions of a meeting that was adjourned to meet tomorrow. A controversial motion is on the floor, and we need to know who has a right to vote at the meeting on Friday. Our bylaws state that only members who are current in dues and who have attended at least three meetings in the previous twelve months can vote. The question is: Does the sign-in sheet for the first session on Wednesday serve as the sign-in for the second session? Or, if more qualified members attend, are they allowed to vote?

A: An adjourned meeting is a legal continuation of a meeting. The meeting that happens tomorrow is therefore a legal continuation of the meeting held on Wednesday. It is not a second meeting. Therefore, the people who signed in at the Wednesday meeting are still considered present unless you mark them off the sheet as having left the meeting early. And, anyone coming to this meeting who wasn't at the meeting on Wednesday is signing in as someone who came in late to the meeting. Having a sign-in sheet entitled "Adjourned meeting" with Friday's date and then stapling it to the sign-in sheet of the Wednesday meeting may be wise.

The rule for voting privileges at the adjourned meeting is the same as the rule at the regular meeting on Wednesday evening. The Friday meeting is not considered a separate meeting.

Based on the information given in your question, if someone did not come to the meeting on Wednesday evening but attends tomorrow and is current in dues and has attended at least three meetings in the previous twelve months, that member is allowed to vote. It is as if the person came in late. Would you allow latecomers to vote if this meeting were held all in one day? If so, they can vote at this adjourned meeting.

Q: We have received information that at an upcoming not-for-profit board meeting, some people plan to attend who are not duly elected but who are concerned. It seems logical that non-members cannot attend, because otherwise we would have a free-for­all at meetings. The organization's constitution is silent on the matter. Is there a source that answers this question?

A: Robert's Rules of Order states that board meetings are customarily held in "executive session," which means that only the elected board members can attend.

Do these members of the organization have a specific issue that they want to bring to the board? If they do, why not give them a hearing? After they've had their say, politely ask them to leave, or escort them graciously to the door, assuring them that the board will conscientiously consider their request and will make the board's decision known.

Another course of action is for the board to ask the members of the organization to put their concerns in writing. The board can then take up their concerns at another meeting.

If these people are curiosity seekers wanting to see what the board is up to, explain that the meeting is closed and is for board members only and that the full body of the organization will receive the board's report at the next regular membership meeting.

Usually the board is authorized to handle business between membership meetings, with the members having the right to override board decisions unless duties are specifically given to the board in the bylaws.

Q: Can the chair of a committee make a motion during the committee meeting?

A: Yes, the chair can make motions, debate motions, and vote on motions. In committees, the chairman is usually the most active participant in the committee work. This is true for committees smaller than 12. If a committee is a public body, the rules may differ. If the committee is larger than 12, the chairman is more of a presiding officer at meetings, and the rules of formal meetings apply to committee work. That means that he or she can't make or debate motions and can vote only to make or break a tie vote, or in a ballot vote.

Q: If a member of a board has a profound conflict of interest, should he or she leave the meeting during the time the area of conflict is under discussion? Is there a specific citation for a ruling?

A: First you need a definition for conflict of interest. A conflict of interest is a question of direct personal or monetary interest that is not common to other members of the organization. However, if the member is being considered with other members in a motion or is being elected to office, he or she is allowed to vote. The general principle in parliamentary law is that when a member has a conflict of interest, he or she does not enter into the discussion or vote on the matter. However, there is no rule that says the member has to leave the room when others discuss the issue. The other principle of parliamentary law is that if the member is not allowed to vote, he or she is also not counted in the quorum. Be forewarned: If a member is not able to vote on an issue and his or her participation is needed for a quorum, members can't take a vote on the issue.


Q: Does a resolution need to have a second?

A: A resolution is a formal way of phrasing a main motion. If a single member proposes it, it needs a second. If a committee of more than one votes to present a resolution to the membership, it does not need a second.

Q: If a motion has been rejected, can members bring the same motion before the membership to vote on it again?

A: A main motion that is defeated usually cannot be brought up again at the same meeting (unless someone who voted on the prevailing side moves to reconsider the vote, or unless time or circumstance change the motion). However, members can bring it up again at another meeting. This is called renewing the motion.

Q: I have read many guides that tell you what to do but not exactly how to do it. For example, when someone makes a motion to do something, what are the exact words to say and what are the responses from the chair?

A: When a person makes a motion, he or she should phrase it in the positive and say "I move to . . . " or "I move that . . . " and state what it is he or she wants to do.

The chair says:

Chairman: It is moved and seconded that . . . . [repeats the motion] Is there any discussion?

If the motion does not get a second, the chair can ask for a second:

Chairman: Is there a second?

If no second is forthcoming, the motion is not before the assembly and the chair says:

Chairman: Because there is no second, the motion is not before the assembly. Is there further business?

Q: When a motion is made to table something and a second is made, does the full board then need to vote on the motion and the second? It is my interpretation that a vote is not needed when a motion is made and seconded to table something.

A: A vote is taken on all motions made and seconded. The motion you asked about is the motion lay on the table. The correct procedure is to take a vote immediately on the motion to lay on the table; it is not debated. This motion should be used only to set business aside temporarily for more urgent business. If you want to "table it to the next meeting" or "to later in the meeting," the correct motion is postpone the motion, which needs a second and is debatable. To lay a motion on the table takes away the members' rights to debate without taking a two-thirds vote. It is an undemocratic motion unless used correctly. The member who makes the motion should give the reason for wanting to temporarily set aside the pending business. If the president does not agree that the business is urgent, the president can rule the motion out of order or restate the motion as the motion to postpone to a later time.

Another important point about the motion to lay on the table is that it is recorded in the minutes, but the motion that has been temporarily put aside is not put on the agenda if it carries over to the next meeting. The motion is normally taken from the table during the same meeting. Because the members moved to put it on the table, the members are responsible for making the motion to take it from the table. The assembly must be careful that members don't use this motion as the motion to kill. If the intent is to kill the motion, the chair should rule it out of order. The proper motion to kill is postpone indefinitely.

Westside Toastmasters is located in Los Angeles and Santa Monica, California

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