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Without written and agreed-upon rules, organizations would be at the mercy of the majority's whims. A majority of those voting at a meeting could change the rules whenever those rules didn't suit certain goals. Over the centuries, there has evolved a way of structuring groups so that rights of the absent members, the minority, and each individual are protected. This structure is found in the governing documents of an organization.
The most familiar governing document is called the constitution or bylaws. This document brings the organization into being, defines its purpose, and specifies its powers and limitations. It includes provisions for change but makes change more difficult to adopt than the parliamentary motions to rescind and amend something previously adopted. This is not only to protect the rights of the minority and absent members, but to ensure the stability and continuity of the organization itself. The following sections explain the various governing documents that an organization may need.
An organization cannot act like a corporation unless it applies for corporate status from the state or federal government. In general, a corporate charter establishes the legal name, address, and object of the organization.
An organization needs to incorporate with the state in order to hold property, make legally binding contracts, sue or be sued as a society in its name, have a legacy left it, protect its members from personal liabilities incurred while performing their duties for the organization, provide for a legally recognized status, own a corporate seal, and provide for perpetual continuation as an organization.
An organization should hire a local attorney who is familiar with the laws in that state to draw up its incorporation papers. The corporate charter should include only the information necessary to get incorporated. The charter usually includes the name of the organization, where its headquarters are located (or its general field of operations), its object or purpose, and how the charter itself can be amended. It also may include the number of yearly meetings and designate a board of directors, whether the organization is nonprofit or profit, the amount of real estate it wishes authorization to hold, and its duration of term of existence. A lawyer can help the organization determine what it should include in the document.
When working with the attorney, the organization should provide the basic information. When the attorney finishes writing the draft, he or she should return it to the members for approval and suggested changes. When the final draft is completed, the attorney returns it to the members for signing the document. It is then sent to the secretary of state. In some states, the secretary of state also wants the organization's bylaws and other rules on file with the incorporation papers. The final papers may be referred to as Articles of Incorporation, Certificate of Incorporation, or Articles of Association. This is now a legal document and takes priority over the other documents of the organization. Therefore, bylaws or other governing documents can't adopt anything that is in conflict with the corporate charter. After the organization is incorporated, it is imperative that members don't simply put the corporate charter away in a file or vault somewhere and forget that it exists. The secretary should include it with the other governing documents of the society and refer to it when proposing any changes to other documents.
The constitution or bylaws are the rules of a society relating to itself as an organization, and not the parliamentary rules that it follows. Having a constitution and bylaws as separate documents is not necessary; one document suffices, generally referred to as the bylaws. The bylaws define the primary characteristics of the organization, how it operates, and the relation of the assembly and individual members to the organization as a whole. It contains those rules that the society deems so important they can't be changed without previous notice and a specified large majority (for example, a two-thirds vote.) Chapter 20 explains bylaws in detail.
Every organization should adopt a parliamentary authority such as Robert's Rules of Order. But after an organization adopts a parliamentary authority, it may want to do some things differently than the authority advises. For example, an organization may want to have a different order of business than the authority recommends or different limits on debate. This is why organizations adopt rules of order. These rules relate to the orderly transaction of business and to the duties of officers in connection with conducting the business.
An organization may have long, involved ceremonies that must be performed in a certain order. It may have different orders of business for its different types of meetings. Or, it may have election rules that are unique. An organization should place anything of this nature in its rules of order. If members want to have electronic meetings or take a vote by e-mail, they should adopt rules of order to handle this special format. (The bylaws must establish the provision to have electronic meetings or vote by e-mail, but the procedures for accomplishing these things are put in the rules of order.)
An organization should not reinvent the wheel and include in this document things such as how to make a motion, how to preside, or other common parliamentary rules that a parliamentary authority outlines. By adopting a parliamentary authority, the members adopt sufficient rules of meeting procedures to help them solve their meeting problems. An organization adopts rules of order when it wants to do something different than the parliamentary authority. However, whatever the organization adopts should conform to common parliamentary law, which protects the rights of the minority and absent members.
Some city governments have adopted rules of order that concern various motions. One such rule concerns the motion to reconsider the vote. Robert's Rules states that members can make this motion only at the meeting in which the motion was adopted or lost. However, some cities have adopted rules that allow members to reconsider the motion at the next regular meeting. Other organizations may allow anyone to make the motion to reconsider the vote, rather than restricting that option to members who vote on the prevailing side of an issue.
Rules of order are sometimes mistakenly included in bylaws. The proper way to handle rules of order is to have them as a separate document, with its own heading, which is included in the same booklet as the bylaws. Rules of order usually provide for their own suspension at a meeting. This is no different than using the motion suspend the rules (see Chapter 9).
If an organization puts any rules of order in the bylaws, members need to know that any parliamentary rules in the bylaws, such as the order of an agenda, can be suspended. However, the other bylaws dealing with the structure, such as the appointment of organization committees, can't be suspended (unless the bylaws also provide for doing so).
Rules of order that are separate from the bylaws are adopted and amended by previous notice and a two-thirds vote. If no notice is given, then they can be adopted by the vote of the majority of the entire membership of the organization.
To adopt rules of order that are placed within the bylaws, the organization must follow its rules for amending the bylaws.
Another set of rules that organizations find helpful are standing rules, which concern the administration of the organization. A main motion brings them into being, and they remain in effect until rescinded or amended. A common standing rule sets the time for a meeting.
Because main motions establish these rules, a majority vote adopts them. They can be suspended for the duration of a meeting by a majority vote, and they can be rescinded by a two-thirds vote without previous notice or by a majority vote with previous notice. These rules remain in effect until the assembly rescinds them.
When an organization adopts motions that are for a lasting duration, the secretary should add them to a book entitled "Standing Rules." Many standing rules are adopted by a resolution instead of a main motion. The secretary should record each motion or resolution in its final version as adopted, as well as the date that the rule takes effect. If the rule is adopted by resolution, then the "Resolved, that" phrase is dropped when recording it in the book. If the rule is later rescinded, the secretary should strike it out and make a notation stating when it was rescinded. By keeping a record of these motions, each new administration knows what they are required to do. A list of standing rules keeps continuity in the organization so that new members do not need to perpetually ask long time members what to do and when.
If an organization does things "because that is always the way it has been done," the organization should write these customs down so that everyone knows what to do. A custom, whether it is written down or is a continual practice of the organization, becomes a force of law and needs a formal motion to rescind it, just as if the assembly had enacted it. Perhaps the assembly enacted a custom many years ago, but members have forgotten this fact.
Sometimes organizations have different names for their rules. Instead of naming the document "Standing Rules," they may call them "Guidelines" or "Policy Statements." To figure out what vote is needed to amend or rescind standing rules, use this principle:
If the document or individual rule deals with parliamentary procedure, such as the order of an agenda or rules of debate, it is considered a rule of order. A two-thirds vote can suspend it for a meeting. A two-thirds vote and previous notice can change it.
If the document or individual rule deals with administration, such as giving out awards for achievement, it is a standing rule. It can be suspended by a majority vote for a meeting. Members can rescind it without previous notice by a two-thirds vote or a majority vote with previous notice.
Westside Toastmasters is located in Los Angeles and Santa Monica, California
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