Publications

A Primer on Parliamentary Procedure

Published June 7, 2003 as
Associations can use primer on parliamentary procedure

Sometimes I will sit in on a board meeting where the board members or the manager is struggling with how to structure the meeting, let alone utilizing basic rules of parliamentary procedure. To me, it is like listening to an orchestra play out of tune.

Here is a basic user's guide extracted from the fundamental rules of meeting procedure adopted from Roberts Rules of Order (do not even think about actually using Roberts Rules, which is the treatise for professional parliamentarians and written in 18th century English).

Set an agenda for each meeting, (follow it!...that is a topic for another column), using a standard format. Call to order, minutes, officers reports, committee reports, old business, new business, announcements, adjournment – keep it simple (K.I.S.)
Establish a quorum. In order for a meeting to be legal, a quorum must be established, i.e., a majority of directors present, 20% of condo owners in person or by proxy, etc.
Verify notice. (more than 48 hours in advance, not less than 10 days or more than 30, etc.).
Motions and/or resolutions are proposed during the course of either old business or new business (except for approval of the minutes). A motion is a proposal that the board take action on some item of business. A resolution is in writing and spells out the action in more detail. A motion is made and seconded. There should be a BRIEF discussion and then a call for a vote. (Note – The movant and seconder should be named in the minutes and the motion should be noted verbatim. The discussion, however, should be summarized in one or two sentences and the vote should be taken by voice or hand tally unless a roll call is specifically requested.)
Different types of motions – Some are procedural and some are of substance. When one motion is pending, another cannot be made unless it is privileged (priority) like a motion to adjourn or to protest a breach of conduct. Motions can be amended if a proposed amendment is accepted by the person who made the original motion or withdrawn by the movant. Motion must be seconded before they can be voted upon.
Most motions can pass by a simple majority, unless the bylaws or statute state otherwise. (For example, it may take a 2/3 majority of a board to appoint someone to fill a vacancy on the board.)
A motion can be reconsidered at the next meeting so long as the motion to reconsider is made by someone from the winning side. A vote must be taken on whether the issue can be reconsidered, before it is actually taken up again.
Some motions can stop a meeting cold and require an immediate response from the president; a point of order, an appeal of a president’s ruling, a point of information, etc. Also, when discussion seems endless with no resolution in sight, a motion can be made to table the motion so long as it is not used to prevent discussion or to kill the question. A motion to table is primarily made for the purpose of obtaining additional information.
There is also a motion to postpone indefinitely when it is really a bad motion.
Making a motion. Wait for the floor (the previous speaker is finished), make the motion, wait for a second, wait for the chair or the secretary to restate it. The person who made the motion gets to speak first during the discussion (there should be a time limit on discussion). When discussion subsides, the president calls for the question and a vote is taken. (It is amazing to me how many times I have seen motions made and seconded, discussion follows and then no vote is taken and it is recorded in the minutes as having passed.)

To give a meeting structure (whether for the board or owners), it is important to have an agenda and follow even the most basic rules of parliamentary procedure. Otherwise, meetings are free-for-alls or coffee klatches. It is important for an association to build a sense of community by encouraging members to interact, just not at board meetings. However, if there is no semblance of order or structure, it is possible that a disgruntled owner could challenge the legality of board action.

In order to guarantee that the meeting will run in accordance with the rules, ideally one person should serve as the unofficial parliamentarian, who either has a basic working knowledge of procedure or a good “how-to” manual. A very helpful tool is the A-B-Cs of Parliamentary Procedure distributed by Community Associations Institute, published by Channing L. Bete Co., Inc.. A board could also choose to arm itself with one of a number of books available, although someone must assume responsibility for becoming familiar with basic procedure.

Ultimately, a well run meeting will result in business being conducted legally, swiftly and efficiently and may result in board member longevity.