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A business meeting provides members with the opportunity to propose ideas and to participate in forming the plans and actions of the organization. To do this in an orderly and efficient fashion, the business of the meeting is conducted according to the first principle of parliamentary procedure, which states that business is taken up one item at a time. The plan or the established order in which the items of business are taken up is called an agenda. This is a Latin word meaning "things to be done." Common parliamentary law over the years has arrived at an accepted order for a business meeting. Sometimes, however, an organization may wish to follow a different order of business. In that case, the organization must write the order of business in its own rules of order, which should be with, but not part of, the bylaws.
This chapter introduces the accepted order of business and explains how to plan and adopt an agenda, as well as determine when special kinds of agendas are needed. It gives an overview of each aspect of the agenda, from determining a quorum and receiving reports from officers and committees to hearing new business and adjourning the meeting.
In any kind of meeting, the person leading the meeting should preside from an agenda - an outline of items, listed in order of importance, that are to be accomplished at the meeting. Having an agenda keeps the meeting on track and saves time.
The basic structure of an agenda comes from the order of business as established either by the parliamentary authority or by the rules of the organization.
This section outlines the commonly used order of the agenda. Before any business can be transacted at a meeting, the president must determine that a quorum (the required minimum number of members needed to have a meeting) is present. The president then calls the meeting to order. He or she proceeds with the organization's established order of business. If an organization has no established order of business, the following is the customary order of business for organizations that have regular meetings within a quarterly time period.
The minutes of the previous meeting are read and approved. Often members want to dispense with the reading of the minutes because they do not feel that the minutes are important to hear. However, keep in mind that the minutes are a legal document for the organization. By approving the minutes, the members agree that this is what happened at the meeting. When a legal action has been brought against the organization, courts use minutes for evidence. Therefore, it is important that the assembly (or a committee named for the purpose of approving the minutes) approves the minutes. There is no time limit on minute corrections.
The minutes also serve to inform members who were absent from the previous meeting of what happened at the meeting. The minutes provide an opportunity to correct oversights. For example, there may be motions that carry over business to the present meeting that are in the minutes but not on the agenda. Members who are alert while the minutes are being read can ask that these motions be added to the agenda of the present meeting. Another important point is that the motion lay on the table, which allows members to temporarily set aside a motion in order to take up more urgent business, is recorded in the minutes but not put on the agenda. It is a parliamentary rule that, because the members vote to lay the motion on the table, only the members can make a motion to take it from the table. By listening carefully when the minutes are read, members take note of this and know the right course of action to take.
The reports of officers, boards, and standing committees (those listed in the bylaws) are read and discussed. The officers and standing committees do not need to give a report at every meeting. Place a report on the agenda only when there is something to report to the membership.
The reports of special committees (if there are any) are heard. Special committees are created for a particular purpose and are not listed in the bylaws. They cease to exist when they have completed their work and made their final report.
Any special orders are presented. These are motions postponed to the meeting and by a two-thirds vote made a special order so that they come up before unfinished business (see Chapter 6). Or, a special order can be special business that comes up once a year, such as nominations and elections.
Unfinished business and general orders are discussed. Unfinished business is a motion that was under discussion at the time that the previous meeting adjourned. A general order is a motion that was postponed to the current meeting but not made a special order. (These terms apply only in meetings of groups that meet quarterly or more often.)
The members proceed to new business. New business proposes an issue that is new to this meeting. It may be something not discussed before or something that was defeated at a past meeting (or even at the last meeting).
When the agenda items are finished and the assembly has no further business to propose, it's time to adjourn.
After the general outline of an agenda is prepared, the person preparing the agenda fills in the details. Depending on the needs of the organization, this person can add items to the agenda, and he or she can use special types of agendas. The following discussion explains how to prepare an agenda in a logical manner as well as how to add optional agenda items and adopt, mail, and streamline an agenda.
When preparing the agenda, review the minutes and agenda of the previous meeting, looking for things that weren't accomplished; consult the bylaws or other rules of the organization for business that is to be done at specific meetings, like nominations and elections; and check with the officers, committee chairmen, and members to see if they have business to add to the agenda.
The most important resource for filling in agenda details is the minutes of the previous meeting. From these minutes, the agenda planner should glean any unfinished agenda items.
In agenda planning, look first for any special orders. These may be special orders that were made for the previous meeting but not disposed of before adjournment. They may be motions that were postponed and made special orders for the current meeting. Special orders are of some priority or importance. The category of special orders was created so that members can complete more important tasks before they take up any other business. Items considered special orders, and therefore of high priority, include nominations, elections of officers, and the voting of new members into membership.
After special orders comes unfinished business and general orders. (The term old business can be confusing and should not be used.) The first topic taken up under this category is unfinished business, which is any motion that was pending at the last meeting when the meeting adjourned. Pending means that the motion wasn't voted on but was being discussed when the meeting was adjourned.
Next is any item that was on the agenda of the previous meeting under unfinished business that the members did not have time to take up before adjournment.
Third are motions that were postponed to the previous meeting but the members didn't have time to discuss.
Fourth are general orders, which are motions that were postponed to the present meeting. The members take these up in the order in which they were made at the previous meeting.
In addition to the minutes, the person preparing the agenda has a number of resources to consult, namely the members themselves. Consulting the board members or other officers ahead of time about the agenda items can save time. For example, when filling in the specifics under "reports of officers, boards, and committees," the president or whoever prepares the agenda should ask the appropriate people whether they have anything to report. Only those who have reports to give are put on the agenda. Doing this saves time during the meeting because the president calls on only those who have a report to give.
Under "new business," the person preparing the agenda should ask the board members or other officers if they have something that they want to put on the agenda before the meeting. Some organizations have a rule requiring that members submit any new business items to the secretary in writing before the items are included in the agenda. However, in most organizations, when there is no new business on the agenda, the chair asks the members, "Is there any new business?" Members always have the right to present ideas to the assembly, and "new business" is the place to do it.
Most organizations incorporate some optional agenda items into their meetings. Examples of optional items are opening ceremonies, roll call, programs, announcements, and "for the good of the order."
Opening ceremonies may be a pledge to the flag, a prayer or invocation, or any ritual that is unique to the organization and has nothing to do with business. This always comes immediately after the meeting is called to order. If there is a roll call of members to record attendance or establish a quorum, it follows the opening ceremonies. The minutes are then read. Programs may include a special speaker or entertainment, and they usually follow new business. Announcements come right before adjournment.
Some organizations take time right before adjournment for the "good of the order." This segment allows members to give suggestions for improvement or to give compliments concerning the work of the organization. Usually business is not brought up during this portion of the meeting. Any ideas for new business that come from this segment are brought up at another meeting. However, if something urgent is brought to the attention of the members, a member can present it as a main motion during this segment. Until someone moves to adjourn the meeting, members can bring forward business.
Although members may adopt the agenda at the beginning of the meeting, the agenda shouldn't tie the hands of the assembly, prevent members from bringing up business, or enable a small group to railroad through their pet projects. Agendas should have flexibility to provide for unseen things that may come up in a meeting. Some organizations want to adopt an agenda believing that they can add no further items as the meeting progresses, which is not true. If an agenda is adopted, changing it takes a two-thirds vote.
An organization can adopt an agenda only if its governing documents don't include rules of order dictating the order of a business meeting. (Rules of order unique to a particular organization are usually included with, but not part of, the bylaws.)
In some types of meetings - those that occur less than quarterly, conventions, or other sessions that may last for several days - adopting the agenda is most important. Because these meetings take place infrequently, adopting an agenda ensures that participants will accomplish the tasks on the agenda without getting sidetracked by other issues. A majority vote adopts an agenda. After it's adopted, only a two-thirds vote or general consent may change the agenda.
Some organizations mail the agenda to their members before the meeting. The purpose is to provide members with information so that they can prepare for the meeting. However, the agenda can still be changed before the meeting. In other words, the agenda is not binding on anyone. Items can be added before the meeting, as well as during the meeting by a motion, a second, and a two-thirds vote. Remember that an agenda is just a suggested outline or structure for the meeting. Things can change between the time the agenda is mailed to the membership and the time that the meeting takes place.
The consent agenda (or in some cases, the consent calendar) allows members to vote on a group of items en bloc (as a group) without discussion. This is a good way to dispose of business that is noncontroversial. Approving the minutes, paying the bills, and approving customary donations are examples of noncontroversial business. For an organization to use a consent agenda, it needs to adopt a special rule of order.
The presentation of the consent agenda is established by a special rule of order and should be taken up before committee reports. If the consent agenda includes the approval of the minutes, then it should be taken up before any business is transacted. Every member should have a printed copy of the consent agenda when the presiding officer presents it. When presenting it, the chair asks if any member wants to extract an item from the consent agenda.
To extract an item, a member need only rise and request, for example, that item 3 be removed from the consent agenda. This means that the member wants to discuss and vote on this issue separately. The request does not need a second and is not discussed, and no vote is taken to remove it from the consent agenda.
After the members finish extracting items from the consent agenda, the presiding officer presents the modified consent agenda to the assembly once again and takes the vote by general consent. (See Chapter 5 on voting.)
The president could say it this way:
President: Are there items that the members want to remove from the consent agenda? [Pause; if no one rises, continue.] If there is no objection, the consent agenda will be adopted. [Pause; wait to see if anyone objects.] Hearing no objection, the following items, as published on your consent agenda, are adopted.The extracted items are added to the regular agenda under the proper categories for bringing up such items.
The consent agenda is useful for streamlining action on a group of items. Also useful, though in a different way, is the priority agenda. This type of agenda is a list of tasks to be accomplished, discussed, and voted on in the order of importance. In committee meetings and in groups or work teams that have informal meetings, a priority agenda is a good way to organize the meeting. This concept is also helpful in listing items under new business. The most important or timely topics are placed at the top of the agenda to ensure that they're done before the meeting ends.
As discussed earlier in the chapter, before an organization can legally transact any business at a meeting, a quorum must be present. Quorum is a Latin word meaning "of them," as in "do we have enough of them - the members?"
A quorum is the minimum number of members who must be present in order to conduct business. The organization's bylaws should contain this number. If the bylaws don't contain a quorum number, then, according to parliamentary law, the quorum is a majority of the entire membership. The presiding officer should know what that number is and make sure that a quorum is present before calling the meeting to order. To establish that a quorum is present, the president can take a head count of those present, the secretary can call the roll, or members can sign in. However, the officer does not have to state that a quorum is present when he or she calls the meeting to order. If, as a member, you're unsure whether a quorum is present, you may ask the presiding officer after he or she calls the meeting to order. To do this, stand and say the following:
Member: Mr. President, I rise to a parliamentary inquiry.
President: Please state your inquiry.
Member: Is there a quorum present?
If the president says yes, then say "Thank you" and sit down. If the president says no, remind him or her:
Member: Mr. President, we cannot conduct business without a quorum. [sit down]
Never conduct a business meeting without a quorum present. If business is transacted without a quorum, it is null and void. It is also important that a quorum be present throughout the entire time that business transactions take place. If you notice that people have left the meeting and a quorum is no longer present, it is your duty to raise a point of order (which points out a breach of the rules) by informing the presiding officer that a quorum is no longer present and any business transacted now will be null and void.
Member: [rises] Point of order.
President: Please state your point.
Member: Members have left and there is no longer a quorum. Any further business transacted is now null and void.
President: Thank you. Your point is well taken. Since there is no longer a quorum present, this meeting is adjourned. [raps the gavel once]
In today's litigious society, having a written record of who attends a meeting is wise. Do this for all meetings, including committee meetings, because a quorum needs to be present at any meeting where business is transacted.
Larger organizations should appoint someone responsible for having members sign in at the meeting. That person should then attach the sign-in sheet to the minutes. If the organization had to prove that a quorum was present at the meeting, it could easily find that information with the minutes of the meeting.
In small groups, a roll call vote is an effective way of establishing that a quorum is present, because the roll call is written into the minutes. It is sufficient for the secretary to write: "The following members were present" and "The following members were absent."
In boards under 12 members, the beginning paragraph of the minutes should include which board members were present and which board members were absent.
If no quorum is present and there is no hope of getting one soon, the president can call the meeting to order to satisfy the bylaw requirement that the meeting is held and then announce that there is no quorum and adjourn the meeting. Or, the president can call the meeting to order, announce to the membership that there is no quorum, and entertain a motion to recess (which enables members to try to obtain a quorum), to establish the time to adjourn (which allows the membership to set another date and time to meet and is considered a legal continuation of the current meeting), to adjourn (which means that the meeting immediately ends), or to take measures to obtain a quorum.
These are the only motions allowed when no quorum is present.
The following section illustrates how a business meeting is conducted from calling the meeting to order to adjournment. Each order of business on the agenda is briefly explained, and then we show how the presiding officer states the agenda item, introduces those giving reports, and recognizes those making motions.
Every meeting must begin somewhere and have someone to lead it. The meeting begins when the president or chairperson calls the meeting to order. To call the meeting to order, the president stands at the front of the room, where everyone can see him or her, and says:
President: The meeting will come to order. [one rap of the gavel]
If the president doesn't have a gavel, he or she can get the members' attention by asking them to sit down because the meeting is going to begin. Or, the organization can assign a member of the organization to encourage members to sit down. The president then calls the meeting to order.
President: [no gavel] Will the members please be seated?
[Pause and wait for members to sit, and then say] This meeting will come to order.Members should immediately sit down and come to order by the request of the president.
After the opening ceremonies, the first order of business is reading the minutes. The president asks the secretary to read the minutes of the previous meeting.
President: Will the secretary read the minutes of the previous meeting?
The president steps aside or sits down, and the secretary stands to read the minutes.
Secretary: The Santa Rosa Community Action League was called to order at 7:30 p.m., Tuesday, September 12, by the president. The secretary was present.
The minutes were approved as read. The treasurer reported a balance of $500 in the bank account.
John moved that we sponsor a public cleanup day on Saturday, October 2, at the park at noon. The motion was adopted. The president appointed John, Mary, and Mark to plan the event.
The motion to sponsor a community breakfast was postponed to the next meeting.
The meeting adjourned at 8 p.m.
Julie Hayes
Secretary
The secretary sits down, and the president asks the following:
President: Are there any corrections?
The president then pauses and waits to see if there are corrections. If there are no corrections, the president says:
President: The minutes are approved as read.
If a member has a correction, the member rises, addresses the chair, and states:
Member: Mr. President, I believe that Margaret was also appointed to plan the cleanup day at the park.
The president then says:
President: If there is no objection, the minutes will be corrected by adding Margaret's name to the minutes. Are there further corrections? [pause] Hearing none, the minutes are approved as corrected.
If someone makes a motion to dispense with the reading of the minutes, it means that the minutes are not read at this time but that they will be read at a later time - at the next meeting or later in the present meeting. This motion is not debatable and takes a majority vote to adopt. If the members vote to dispense with the reading of the minutes, the president can order the minutes read at any time later in the meeting when no business is pending. Someone must make a motion to have the minutes read. This motion needs a second, is not debatable, and takes a majority vote to adopt.
After the secretary reads the minutes, the next order of business is to hear the reports of the officers. Officers give reports in the order that the bylaws list. The most common officer's report is that of the treasurer.
The president announces the next business in order and calls on the first officer to give his or her report.
President: The next business in order is reports of officers.
May we have the treasurer's report?
The treasurer stands to give the report, and the president stands to the side or sits down during the report.
Treasurer: The report of the treasurer as of September 30:
| Balance on hand | $500.00 |
| Dues paid | $125.00 |
| Expenditures | None |
| Balance on hand | $625.00 |
| Jody Parker | |
| Treasurer |
The treasurer steps aside, and the president assumes his or her place. The president then asks:
President: Are there any questions?
If there are no questions, the treasurer gives the report to the secretary, and the President says:
President: The treasurer's report is filed.
If a member has a question to ask the treasurer, that person can rise, address the president, and ask:
Member: Mr. President, will the treasurer please tell us whether we are going to receive any funds from the school activity fund this year?
The president turns to the treasurer and says:
President: Will the treasurer please answer the member's question.
The president steps aside while the treasurer answers the question.
Treasurer: We will receive $100.
President: Are there further questions? [pause] If not, the treasurer's report is filed.
The treasurer's report is always filed with the secretary, and it's never approved or adopted by the assembly. However, when the treasurer's books are audited, the assembly adopts the auditor's report.
Remember, keeping order in the meeting is important, so, as a member, address all questions to the president. The president then can answer your question or ask another member to answer the question.
After all the reports of officers are given, the next business in order is the reports of the committees.
Two kinds of committee reports exist. The first gives information about what the committee has been doing. The second asks members to decide a question and includes a motion at the end of the report.
President: The next business in order is to hear reports of the committees. Will the program committee report?
The president steps aside, and the committee chairman takes his or her place at the lectern.
Program Committee Chairman: The programs for this year are a field trip to the area recycling plant, the Festival of Lights party in December, and the International Festival in April.
John Hamilton
Chairman
The committee chairman stands aside while the president asks:
President: Are there any questions?
Members can now ask questions. After questions, the committee files its report with the secretary.
President: The program committee's report is filed.
If a committee report includes a recommendation of action that it wants the organization to take, its report should include a motion at the end. For example, say that the program committee wants to bring in a speaker and charge admission to the general public as a way to raise money for the organization. The committee can give its report this way:
President: May we have the program committee's report.
Program Committee Chairman: The program committee would like to sponsor a workshop on parliamentary procedure to help us and other members of the community have more orderly meetings. We have found a parliamentarian who will give an all-day workshop for $200. We can charge an admission fee of $25 per person, pay for the parliamentarian, and make a profit of $500.
Gloria Smith
Chairman
By direction of the committee, I move that we sponsor a parliamentary workshop on April 10 at the Community Center and charge $25 per person. [The chairman sits down.]
The president then repeats the motion and asks for discussion. A motion from a committee of more than one does not need a second because the committee has already voted to present the motion.
President: The question is on the adoption of the motion to sponsor a parliamentary workshop on April 10 at the Community Center and charge $25 per person. Is there any discussion?
The members discuss the motion and take a vote. If members adopt the motion, the action is carried out.
If there are no special orders, then after the committee reports, the next business in order is the unfinished business and general orders. This is business that was left undecided at the last meeting, or it is business that was delayed to the current meeting by making the motion to postpone to the next meeting.
If there is unfinished business, it is placed on the agenda and the president states it. The president does not ask for unfinished business.
President: The next business in order is unfinished business. At the last meeting, a motion to sponsor a community breakfast was postponed to this meeting. Is there any discussion?
Members then discuss and vote on the motion.
If there is no unfinished business or general orders, the president goes on to the next business in order, which is new business. If there is no new business listed on the agenda, the president can ask:
President: Is there any new business?
If there is new business on the agenda, the president states what it is. For example, say the high school drama club asked the president whether the Community Action League would make a $100 donation for stage sets. The president can say:
President: The next business in order is new business. The first item of new business is a request by the drama club that we donate $100 for stage-set materials. What are the members wishes?
If the members want to do this, someone must make a motion to do so. If no one wants to donate $100, the members remain silent. The president then asks:
President: Is there any further business?
Members always have a right to bring forward ideas or business for the entire membership to discuss, which they do by making a main motion. Ideas are not discussed first and then a motion made, but rather a motion is made and then discussed. The principle of taking up one item of business at a time especially applies to main motions. Members can present only one main motion at a time.
Members can continue bringing up new business by making motions, discussing them, and voting on them. After each motion is voted on, the president asks the members:
President: Is there any further business?
When no one has anything further to bring before the members, the chair doesn't have to ask for a motion to adjourn, but can say:
President: Is there any further business?
The president pauses to look around the room to give any member the opportunity to rise and make a motion. If no one rises, the president says:
President: If there is no objection, the meeting will now adjourn. [Pause to look around the room.]
There are still five things that members can do before the meeting adjourns, which are explained in Chapter 8 under "Adjourn."
President: Since there is no objection, the meeting is adjourned. [one rap of the gavel]
Members can make a motion to adjourn - to end the meeting - at any time during the meeting unless members have set a fixed time to adjourn. (See Chapter 8, "Fix the Time at Which to Adjourn.") To move to adjourn, a member must rise, address the president, be recognized by the presiding officer, and say:
Member: Mr. President,
President: [recognizes member by either nodding at the person or by stating his or her name]
Member: I move that the meeting adjourn.
Member 2: Second.
This motion needs a second; it is not debatable. The president takes a vote immediately:
President: It is moved and seconded that the meeting adjourn. All those in favor say "Aye." Those opposed say "No." The ayes have it, and the meeting is adjourned. [one rap of the gavel]
Westside Toastmasters is located in Los Angeles and Santa Monica, California
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