Guide for Simplified Parliamentary Procedure

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Revised and adapted by: Ashley Kent, Associate Director, MSU Local Government Center; Josie Evenson, MSU Extension Agent, Richland County; Allison Kosto, MSU Extension Agent, Broadwater Countyagr.mt.gov

Reviewed by: Dave Brink, Jodie Campbell, Michael and Melodee Kjos, Jeff Langlinais, and Jodi Rogers.

PREFACE

This publication is designed to help experienced and inexperienced leaders and members conduct meetings of high quality and efficiency and give them guidance in organizational structure and functions. Knowledge of parliamentary rules is helpful to participants on every level: members need to be aware of methods of good procedure and leaders need to be knowledgeable in the use of proper techniques.

Good parliamentary procedure ensures justice to everyone, prescribes order, reflects kindness and generosity, provides constructive use of limited time and gives one a sense of self-confidence.

The text of this Guide for Simplified Parliamentary Procedure is in alignment with the best authorities and resources available. It is a streamlined guide adaptable to any size organization or assembly and provides simplified, up-to-date practice and procedure.

INTRODUCTION

Robert’s Rules of Order, Newly Revised, is the 12th edition of the manual that the people of this country have looked to for over 135 years as the authoritative statement of parliamentary law and the basic guide to fair and orderly procedure in meetings.

The newest edition of Robert’s Rules of Order, Newly Revised, is the only currently authoritative volume to contain what is now the complete Robert’s Rules of Order subject matter as finally developed by the original author, General Henry M. Robert, and those who have worked after him.

Groups utilize a parliamentary procedure framework, such as Robert’s Rules of Order, Newly Revised, to ensure the following:

Meetings are efficient and timely.
Every member’s opinion is heard and considered.
Focus remains on agenda items.
Concerns or disagreements are addressed in a calm, professional manner.
Rights of all are protected, including the rights of the majority, minority, individual members, and members who could not attend the meeting.

MEMBERSHIP: PRIVILEGES AND RESPONSIBILITIES

No organization can exist without members. The qualifications for membership, which are determined by the organization, should be clearly stated in its governing rules (charter, constitution and/or bylaws). Some organizations define multiple classes of membership, including some that do not have speaking or voting privileges at meetings. However, the term “member” in this handbook refers to a person who has full participating rights. Becoming a member means entering into a “contract of membership” with the organization.

Membership carries responsibilities as well as privileges, and where these are specific to the organization, they should be defined in bylaws. However, it is not necessary nor advisable to complicate bylaws with a list of privileges and responsibilities that are common to members of all organizations, such as:

Privileges

To attend meetings.
To make motions and enter into debate.
To vote.
To nominate when appropriate.
To be a candidate for office when requested.
To insist on the enforcement of the rules of the organization and of parliamentary law based on Robert’s Rules of Order, Newly Revised, or other adopted authority.
To review official records of the organization, including the most recent governing document and the minutes of previous meetings.

Responsibilities

To promote the object and purpose of the organization.
To understand, comply with and uphold the organization’s governing rules, such as bylaws.
To attend meetings regularly and punctually.
To give one’s undivided attention to the business as well as the program of the meeting.
To abstain from acts or remarks outside the meetings that will, in any way, interfere with the work of the organization and/or its officers.
To hold office when requested.
To perform conscientiously any duty assigned and accepted in the organization.

KEYS TO BEING A GOOD MEMBER

Attend meetings regularly and arrive on time.
Speak up during the meeting, bring out important points and contribute from one’s own experiences.
Learn to be brief because brevity wins the goodwill of other members.
Refrain from being technical or stricter than is absolutely necessary for the good of the meeting.
Participate with good humor; brighten up the meeting and make way for differing viewpoints.
Face opposition without taking offense or feeling there was personal criticism where none was intended.
Serve willingly to the best of one’s ability, thus gaining experience with each added duty.
Confine oneself to the question before the assembly and avoid adding excessive personal opinion.
Practice correct parliamentary procedure.

MEETINGS

Setting up a Meeting

All meetings should follow a commonly accepted structure, date, time, location, and culture as defined by the group.

Location – Meetings that are held in person should be in a space large enough to accommodate all members interested in attending. The meeting space should be well lit, have good acoustics so all members can hear the proceedings, be easily accessible, and provide seating for all. See the next section for information about digital or virtual meetings.
Meeting space setup – Ensure there are enough chairs and possibly tables or writing space for all members. If broadcasting the meeting digitally, check all technology prior to the meeting to ensure everything works as expected. Ensure the room is not too hot or too cold for most people to be comfortable. Include signage outside of the building and leading to the meeting space. Set all meeting materials, flags, etc., at least fifteen minutes prior to the scheduled meeting start time. Ensure refreshments are ready, if applicable.
Date and time – Meetings should be held at regular intervals as described in the bylaws. It is good practice to hold regular meetings at the same time on the same date each interval (e.g. every second Monday at 6 p.m.). If the organization needs to adjust a future meeting date or time, it should be well communicated to all members in advance of that meeting.
Agenda and notice – Meetings should follow an agenda that was developed and provided to members for review prior to the meeting. Agendas allow the group to remain on task and move efficiently through its business. Bylaws should define how much notice members can expect prior to a meeting.
Quorum – A quorum is the minimum number of members required at a meeting to transact business. A quorum can be defined by the group bylaws or the adopted parliamentary rules of procedure. If not otherwise defined, a quorum is typically a majority of the membership.
Culture/Context – All groups have differing values and expectations related to the setting or context of the meeting. For example, some groups prefer members to arrive early and spend some time in informal conversation with other members prior to the start of the meeting; others like to assign a different member to bring light refreshments to each meeting. These types of informal elements can set the tone for a meeting and should be clearly communicated to new members when they join the organization.
Officer readiness – Make sure all officers have access to any meeting materials and understand the agenda prior to the meeting.

Types of Meetings

All organizations conduct their affairs through meetings. No individual member has the authority to act on behalf of the organization so all actions must be taken at an official meeting. Regardless of format, meetings are one of the following types.

Regular meetings – Meetings for which the time and place are usually prescribed in the bylaws or standing rules. Examples: Monthly 4-H club meetings, quarterly non-profit board meetings, etc.
Special meetings – Meetings called for the transaction of a special item of business, typically one that cannot wait until the next regular meeting. Procedure is usually defined in bylaws. Examples: A city council calls a special meeting to fill a recent vacancy within 30 days as required by law; a non-profit calls a special meeting to consider a grant opportunity they just learned about that is due before their next quarterly meeting.
Annual meetings – Meetings scheduled for hearing reports, electing officers, amending rules and other such business as may need to come before members at the close of the organization year. Example: A foundation or non-profit holds its annual meeting at the same time it would hold its regular meeting this month but focuses on electing officers and updating the rules of procedure for the next term of office.
Digital meetings – A group that holds an official meeting by alternative means – that is, other than as a single gathering in one room or area – does not lose its character as a deliberative body as long as the meeting provides, at a minimum, a condition of opportunity for simultaneous audio communication among all participating members equivalent to those of meetings held in one room or area.

Bylaws should have provisions to allow for conducting digital meetings. Special rules of order and standing rules should be adopted with specific details of how each participant will be recognized and given the floor.

If public notice is required for the group’s meetings, the digital access information should be included with the other notice information.

Procedure for Small Boards

A small board is defined as one with fewer than a dozen members. Examples may include a small non-profit board, city council, water district board, library board, or a private bank board of directors. All of Robert’s Rules of Order apply with certain exceptions. It is best practice to adopt a rule on which set of procedures the organization will follow; otherwise, it is “assumed” small board rules will be followed. The board should not “flip-flop” between large and small board procedures at will, but instead suspend rules to change procedure if necessary.

The following are procedures for small boards:

Members may raise a hand instead of rising to obtain the floor.
May remain seated while making motions or speaking.
Motions do not need to be seconded.
There is no limit to the number of times a member can speak to a
debatable question.
Motions to close or limit debate are still in order, including limiting times one can speak on a motion.
Informal discussion of a subject is permitted while no motion is pending. A vote can be taken without a motion if everyone is perfectly clear.
Unless there is unanimous consent, all actions must be approved by vote.
Chair must restate the motion before voting.
Best to take vote by show of hands.
Chair does not need to rise while putting the question to a vote.
Chair may speak in informal discussion and in debate.
Chair may vote on all questions.
Footnote to actual rules (not in actual text of rules)
- Informal discussion may be initiated by chair.
- Chair can submit proposals.
- Chair can make a motion.

Order of Business and Agenda

An order of business is essential to all meetings in which business of the organization is transacted. It assists the presiding officer and members in proceeding in an orderly manner, maintains continuity in the transaction of business and establishes priorities for items of business.

Orders of business should be included in the organization’s rules of procedure so all members can reasonably expect to understand the general flow of a meeting. When necessary, the rules of procedure can be suspended to allow for temporary adjustments to the orders of business. It is recommended that every group adopt a parliamentary authority as a guide. Robert’s Rules of Order, Newly Revised, is the most widely accepted authority in both deliberative and legislative assemblies.

An order of business differs from an agenda. The following sets forth the basic components of both.

ORDER OF BUSINESS

The basic outline of the business proceedings.

Call to order.
Reading and approval of the minutes.
Reports of officers, boards and standing committees.
Reports of special committees (committees appointed to exist until they have completed a specified task or been discharged).
Special orders (matters which demand special priority).
Unfinished business (never referred to as “old” business), which deals with matters previously introduced but not completed.
New business (to bring a new matter before the organization for discussion).
Public comment (for public boards to hear anything not on the agenda but under the authority of the board).

AGENDA

A schedule of the order of business, noting details. These details indicate items of business, reports, programs, guest speakers, appointments, resolutions and such other specific features as the presiding officer may need to ensure an orderly and courteous transition from item to item in the conduct of business. Careful preparation of an agenda requires familiarity with the rules of the organization, both local and parent, parliamentary practice, minutes of the previous meeting, a calendar of events and commitments, records of adopted policy, the roster of members and names of officers and chair.

While the order of business should be included in the organization’s rules of procedure and be followed whenever possible, the agenda should maintain a certain degree of flexibility to accommodate unforeseen opportunities or issues. The one major exception is an agenda for a public meeting. If an organization is required to follow Montana’s open meeting laws, no agenda items may be added within 48 hours of the meeting. The public has the right to at least 48 hours’ notice of all agenda items so a last-minute addition would be inconsistent with that requirement.

Additionally, the organization can specify a time limit for public comment, member comment, or member debate in the bylaws or rules of procedure. It is best practice to include a note informing all meeting participants of the established limitations on the agenda for reference and fair application.

Procedure for Order of Business

The following procedure for an order of business is suggested.

Call to order begins a meeting when the presiding officer raps the gavel once and announces, “The meeting will come to order.”
Opening ceremonies (optional)
Roll call (usually only necessary to establish a quorum and is optional)
Public comment for anything on the agenda (if applicable to the organization)
Reading and approval of the minutes
Chair: “The secretary will read the minutes;” following the reading, the chair will ask, “Are there any corrections to the minutes?” If there are none, the chair says, “The minutes stand approved as read.” If there are corrections, they are usually made by general consent and the chair says, “The minutes stand approved as corrected.”
Reports of officers, boards and committees
Chair: “The treasurer will now report.” Following the report, the chair will ask, “Are there any questions on the treasurer ’s report?” If there are no questions, the chair says, “The report will be filed for audit.” (A treasurer’s report is never adopted.)
Officers who have reports will be called on in proper order. The presiding officer should know in advance who is prepared to report.
The board or executive committee may be empowered to transact business.
The action taken is read by the secretary for information as a report of the board. If the report carries a recommendation, action may be taken at the time of the report or under new business.
Standing committees are usually called upon in the order in which they are listed. The chair should know in advance who is prepared to report. If the report is for information only, no action is taken; if the report brings a recommendation, action may be taken at this time or under new business. Action on the report is moved by the reporting member.
Special committees are usually called on in the order in which they were appointed. If the report is given for information, no action is taken; if the report brings a recommendation, the reporting member may bring the recommendation for action at this point or under new business.
Unfinished business is business postponed or referred by motion or left unfinished from the previous meeting as recorded in the minutes (not referred to as “old business”).
New business may be introduced by the chair or by any member. The chair will ask, “Is there any new business?” at which time there is an opportunity to bring new items of business by motion or resolution.
Program
Announcements
Public comment for anything not on the agenda but under the authority of the organization (if applicable). Public boards and committees must include an item on the agenda allowing public comment on things not on the agenda but under the authority of the board, per 2-3-103, MCA.
Adjournment
Chair: “Is there any further business to come before the assembly?” If the chair hears none, the chair may declare the meeting adjourned; however, a motion may be made to adjourn the meeting, requiring a second to the motion and a majority vote. The meeting is not adjourned until the chair declares it adjourned.

MOTIONS

Classes of Motions

A motion is a proposal to bring a subject to a group for its consideration and action. Motions are not all the same. They fall within certain classes, and some take priority over others. The following explains these classes of motions. See chart of motions or Roberts Rules of Order, Newly Revised for specific examples.

Main motions: A motion whose introduction brings before the assembly a question or business for consideration when no other business is pending. Only one main motion can be considered at a time, and no other main motion may be introduced until the first one is disposed of in some manner.
Subsidiary motions: Assist the assembly in treating or disposing of a main motion. Since they relate to the question before the house, it is in order to propose a subsidiary motion when a main motion is still before the assembly. The vote on the subsidiary motion is taken before the action is taken on the main motion.
Privileged motions: Motions that do not relate to the pending business but deal with special matters of immediate and overriding importance. Privileged motions may interrupt business or debate.
Incidental motions: Motions that define the process of another motion being considered, such as suspending the rules or closing nominations.

Making a Motion

To properly make a motion, the following procedures are followed:

Member rises and addresses the chair: “Mr./Madam president or chairperson.”
Chair recognizes the member.
Member: “I move that... (states motion).”
Second to motion (not necessary to stand): “I second the motion.”
Chair states motion: “It has been moved by (name) and seconded that... (repeat motion).”
Discussion: If the motion is debatable, every member has the right to debate; the chair refrains from debate while presiding. The chair carefully determines the order in which members are recognized to speak, giving first opportunity to the proposer of the motion. Care should be given to ensure that discussion is related to the question and all discussion should be directed to the chair.
Chair states: “If there is no further discussion, the motion is... (restate motion).”
Vote: Chair states, “All those in favor of... (the motion stated) say ‘aye.’ Those opposed say ‘no.’
Result of the vote is stated by the chair: “The motion is carried” or “the motion is lost.”

Amending a Motion

To amend a motion is to alter or modify the wording of a motion that has already been made. The secretary should write the main motions and amendments to make sure the wording is clear. An amendment must be connected to the main motion; it must relate to the same subject matter.

METHODS OF AMENDING

Insert
Add (at the end)
Strike out
Strike out and insert (words only)
Substitute (a paragraph)

Amendments can also be made to amendments. In this situation, the amendment to the amendment must be dealt with before the primary amendment. It is possible to have a motion, an amendment to the motion and an amendment to the amendment before the assembly at one time.

VOTING ON AMENDMENTS

First, discuss and vote on secondary amendment if applicable.
Then, discuss and vote on primary amendment as amended (if amendment carried).
And finally, discuss and vote on main motion as amended (if amendments carried).

Most-used Motions

Some of the most often used motions and their purpose are listed below.

Main motion – a motion to bring a matter before the assembly for discussion and action.

Amendments – primary and secondary amendments are to modify or change a motion.

Postpone indefinitely – to reject a motion pending without taking a direct vote. The effect is to “kill” the main motion.

Refer to a committee – to delay action; to give more time for consideration or study of the matter. The motion should refer to an existing standing committee or specify the details of the creation of a new committee (chairperson, number of members, how appointed, etc.).

Limit or extend debate – to limit debate by decreasing the allotted time or extend by increasing the allotted time.

Call for the previous question – a motion to determine whether the assembly will cut off debate and vote immediately on the pending question (requires two-thirds vote). If passed, the assembly votes on the pending question.

Divide the question – to divide a motion that has two separate parts so that each part can be voted on individually.

Lay on the table – a motion which enables the assembly to put aside a pending question temporarily; can be brought back by a motion to take from the table (not intended as a killing motion).

Point of order – to request enforcement of the rules of order.
Withdraw – to remove a matter for consideration without a vote upon it. (May be made by the mover or by permission of assembly.)

Take from the table – to take up a matter which has been laid on the table.

Reconsider – to consider or bring back a matter previously decided. The motion to reconsider must be made by a voter on the prevailing side and must be made on the same day or in the same session.

Rescind – to repeal or annul action previously taken. Requires majority vote with previous notice; two-thirds without notice.

Adjourn – to close a meeting officially.

Table of Motions

In the table on the following page, the privileged, subsidiary, incidental and main motions are listed in order of rank. The motion at the top takes precedence over all the others, and each of the remaining motions takes precedence over all those below it. A main motion is in order only when no other motion is pending.

	In Order when another has the floor	Requires a second	Debatable	Amendable	Vote Required
PRIVILEGED MOTIONS
To fix the time to which to adjourn	No	Yes	No	Yes	Majority
To adjourn	No	Yes	No	No	Majority
To recess	No	Yes	No	Yes	Majority
To rise to a question of privilege	Yes	No	No	No	Chair rules
To call for the order of the day	Yes	No	No	No	None
SUBSIDIARY MOTIONS
To lay on the table	No	Yes	No	No	Majority
To call for the previous question	No	Yes	No	No	Two-thirds
To limit or extend limit of debate	No	Yes	No	Yes	Two-thirds
To postpone to a definite time	No	Yes	Yes	Yes	Majority
To refer to a committee	No	Yes	Yes	Yes	Majority
To amend	No	Yes	Yes	Yes	Majority
To postpone indefinitely	No	Yes	Yes	No	Majority
INCIDENTAL MOTIONS (non-ranking motions)
To suspend the rules	No	Yes	No	No	Two-thirds
To withdraw a motion	Yes	No	No	No	Majority
To call for reading of papers	Yes	Yes	No	No	Majority
To object to consideration	Yes	No	No	No	Two-thirds (opposed)
To rise to a point of order	Yes	No	No	No	Chair rules
To rise to a parliamentary inquiry	Yes	No	No	No	Chair responds
To appeal from the decision of the chair	Yes	Yes	No (if relates to priority business or decorum)	No	Majority (in negative)
To call for a division of the house	Yes	No	No	No	None
To call for a division of the question	No	Yes	No	Yes	Majority
MOTIONS THAT BRING A QUESTION AGAIN BEFORE THE HOUSE
To reconsider (see definition, Most-used Motions)	No	Yes	Yes	No	Majority
To rescind	No	Yes	Yes	Yes	Majority (previous notice)
To take from the table	Yes	Yes	No	No	Majority
Main Motions	Yes	Yes	Yes	Yes	Majority

OFFICERS

Good leadership and informed membership are directly related to the officers’ knowledge and skillful use of parliamentary procedure and rules of order. The usage – extent and diversity – depend on the particular organization. Since the quality and effectiveness of an organized group is often determined by the proficiency of its leaders, choices of officers and other leaders must be made on the basis of the best qualifications for appropriate positions. Members and officers should be familiar with the functions of their officers, and their officers’ qualifications and duties as prescribed by the organization’s bylaws.

The term president or chairperson is a title given to the presiding officer unless a special title is chosen by the organization. The officers in line to serve in the absence of the president are vice president or vice chairperson. The secretary is the recording officer. T he treasurer is the custodian of the funds.

There may be additional officers specified in the bylaws such as librarian, historian, reporter and chaplain, with assigned special duties.

The parliamentarian is a consultant to the president or other members of the organization on matters related to parliamentary procedure.

Duties of Officers

The general duties of the officers are stated in the recognized parliamentary authority; general and specific duties are included in the bylaws and standing rules of the particular organization. The following list includes those duties generally considered important for good performance.

PRESIDENT

Prepare a detailed agenda for each meeting.
Open meetings on time as designated.
Conduct the meeting but not dominate it; be firm but courteous.
Know the rules of correct procedure and use them skillfully.
Exact obedience to bylaws and other rules and policies.
Conduct business in a manner that ensures the rights of every member.
Vote as other members in ballot vote or to break a tie.
Observe and supervise the basic program of work of the organization.
Where bylaws designate, serve as ex-officio member of committees.

VICE PRESIDENT

Preside in the absence of the president.
Assume other positions of responsibility as may be designated in the bylaws or otherwise prescribed.
If the bylaws so indicate, fill a vacancy in the office of president. Vice presidents, where there are more than one, assume duties in the order of their office (first vice president, second vice president, etc.)

SECRETARY

Keep a precise permanent record of the proceedings, called minutes.
Keep a file of reports.
Prepare a list of unfinished business for the president.
Have ready reference of meeting minutes, bylaws and policies, roll of members, other pertinent lists, etc.
Sign minutes with the name used in the membership roster (no “respectfully submitted” necessary). When approved or corrected, initial or sign with date of approval. Write corrections in the margins.
Send a copy of minutes to the president within a reasonable time.
Read correspondence.
Call a meeting to order in the absence of the presiding officers and preside over the election of a temporary chair.

TREASURER

Be custodian of all funds.
Receive funds systematically and according to the rules.
Deposit all monies.
Disburse funds as designated and keep a schedule of payment obligations.
Expend only on proper authority.
Keep an accurate account and make reports. Include in the report the balance at the beginning of the period, receipts, disbursements and balance on hand at close of period. The treasurer’s report is never adopted; it is referred for audit or placed on file.
Be prepared to have books audited.

PARLIAMENTARIAN

Have a thorough knowledge of correct parliamentary procedure for conducting meetings and interpreting the rules of the organization.
Serve as an “advisor” to the president at the discretion of the president and other officers or members on matters related to the organization.
Give “opinion” or “advice” not a “ruling” since the chair rules.
Serve as a consultant to committees on rules, bylaws, elections and resolutions.

OTHER OFFICERS

Duties of other officers should be carefully described in bylaws or rules according to the needs of the organization and its parent body.

EX-OFFICIO MEMBERS

Many organizations depend on the guidance of people qualified to give leadership in special fields and to teach certain skills. Ex-officio members can either be advisory (non-voting) or participatory (voting) members. The group’s bylaws, standing rules or established policy of the organization should clearly define the ex-officio member’s role and privileges.

BOARD OF DIRECTORS

Many organizations have a board to take care of the essential business between meetings. It may be called board of directors, executive board, board of managers or board of trustees. The bylaws should state the name of the board, who shall serve as members and carry out the duties and authority of the board. In large organizations, there is also an executive committee, usually composed of the elected officers, to act in emergencies between meetings of the board or the membership.

NOMINATIONS AND ELECTIONS

Nominations

A nomination is the presentation of the name of a person to the assembly as a nominee for an office to be filled. Most organizations have detailed provisions for nominating and electing officers in the bylaws or other governing rules. Such details usually include the method of nominations, time of nominations, time and method of election and details of installation (if this is observed). Listed below are the most frequently used methods.

NOMINATIONS FROM THE FLOOR

In order when the presiding officer calls for them.
Require no second.
The presiding officer repeats the names of the nominees, and the secretary records them.
When the presiding officer is sure that every opportunity has been given for nominations, the presiding officer may declare the nominations closed. It is in order for any member to move to close nominations; the motion requires a twothirds vote. Nominations may be reopened by a motion and a majority vote.

NOMINATIONS BY A NOMINATING COMMITTEE

The nominating committee shall be elected by the organization according to the rules of the organization. (Bylaws, policy rules or parliamentary authority.)
The nominating committee shall submit to the organization, at the prescribed time, the names of nominees proposed for office (copies to presiding officer and secretary).
Following the report of the nominating committee, the presiding officer shall call for nominations from the floor. When no further nominations are presented, the presiding officer may declare the nominations closed or entertain a motion to close nominations.
The report of the nominating committee is never adopted. (Voting is the act of adoption.)
The membership of the organization may be informed of the names of proposed nominees before the meeting at which the committee submits its report. This should be written in the bylaws or standing rules if the procedure is acceptable.

Elections

Nominees must be elected. Being nominated to office does not put a person in office. To be elected to office involves member voting. The usual methods of voting, following the closing of nominations, are as follows.

VOICE VOTE

Election may be by voice vote unless a ballot vote is required. (The motion to instruct the secretary to cast the ballot/call the vote is not good procedure.)

Nominees are voted on in the order in which they are nominated.
The presiding officer officially announces the result and declares the election.

BALLOT VOTE

When a ballot vote on nominees is required or expedient, it is important to make the necessary preparation for ballots, ballot boxes, time allotment and space as needed.
Tellers count and report the result of the election at the designated time and give copies of the report to the presiding officer and the secretary.
The presiding officer repeats the results and declares the election.

Officers assume their duties at the time designated by the organization. Usually, the time is stated in the bylaws and provides for taking office at the close of the meeting at which they are elected or following an installation at some future time. If no rules exist in practice or policy, the officers assume their duties upon election.

BYLAWS AND STANDING RULES

Bylaws are rules adopted by the organization that dictate how the organization should be governed. Bylaws are not the policy of the organization. Bylaws can be thought of as an operating guide for the group. Bylaws typically include:

Full and legal name of the organization
The purpose of the organization
Definition of membership
Definition, roles, and duties of the officers and how they are elected
Meeting structure
Definition of committees
Definition of quorum
Outline of financial policies and budgets
What happens if the organization dissolves
How the organization can amend the bylaws if they need or want to

Amending Bylaws

If the bylaws contain no specific guidelines on how the organization will amend the bylaws, they may be changed at any regular meeting by a vote of the majority of the membership.

Policy

Policy are rules that deal primarily with the administration of an organization. Rules are not necessarily proposed at the time of adoption of the bylaws, rather they are presented and adopted as a need arises in the organization. Policy is adopted by majority vote and may be suspended by majority vote. They can be amended or repealed by two-thirds vote without previous notice or by majority vote if previous notice is given.

DEFINITIONS

General Definitions

Acclamation – unanimous consent.

Adopt – to accept or approve a report or statement.

Adjourn – to close a meeting officially.

Agenda – a detailed outline of the items under the order of business for a specific meeting.

Approve – to adopt, to accept, to agree to or to ratify.

Assembly – a gathering or group of people with common interests and purpose.

Chair – the presiding officer; the president; the chairperson.

Debate – discussion.

Ex officio – by virtue of office (to be designated in bylaws).

General consent – informal agreement without the formality of a motion.

Germane – closely related; of the same subject matter.

House – the assembly. Members assembled for the transaction of business.

Minutes – record of a previous meeting.

Order of business – a sequence of business to be taken up at a session of an assembly; a schedule of business to be considered at a meeting.

Quorum – the number of members, as stated in bylaws, which must be present for a legal transaction of business. If not stated in bylaws, it is a majority of the membership.

Rank – precedence; having priority.

Recess – an intermission within a meeting, approved by the members.

Resolution – a formal motion. It may have a preamble setting forth the reasons.

Second – agreement for the question to be put before the assembly.

Table – to postpone.

Definitions Related to Votes

Division of the house – a rising vote to determine the exact number of votes.

Majority vote – more than half of the votes cast by persons entitled to vote.

Plurality vote – the highest number of votes when there are three or more choices.

Tie vote – the same number on each side.

Two-thirds vote – two-thirds of the votes cast by persons entitled to vote.

Definitions Related to Methods of Voting

Ballot vote – a written vote; secrecy is the main objective.

Email or mail vote – method to be provided in bylaws.

Proxy vote – a vote cast by another on authority given by member; only valid if provided in bylaws. Public boards should not use proxy votes to remain consistent with public participation laws.

Rising vote – members stand or raise their hand to indicate vote.

Roll call – voice vote by calling roll of members.

Unanimous vote – no one dissenting.

Voice vote – response of “aye” or “no” by members to indicate vote.

Definitions of Governing Documents (Laws and Rules)

Articles of incorporation – rules contained in a “corporate charter” issued by a state, which sets forth legal agreements with the organization for the protection of the name, property and membership liability.

Bylaws – a document adopted by an organization which contains the basic rules for governing that organization. Now recommended as the combined “constitution” and “bylaws” into a single instrument called “bylaws.”

Charter – a document issued by a parent organization granting permission to a local group to operate as an affiliate.

Rules of order – written rules of procedure for business meetings.

Policy – rules which deal with the details of the administration of an organization, and which are of temporary or semi-permanent nature and may be adopted or changed without previous notice.

REFERENCES

Robert’s Rules of Order, Newly Revised, 12th Edition, Perseus Publishing, Cambridge, Massachusetts.

Simplified Handbook of Parliamentary Procedure, University of Arkansas Division of Agriculture, Cooperative Extension Service.

Publications of the National Association of Parliamentarians, 213 South Main Street, Independence, Missouri 64050-3850.

Robert’s Rules of Order, Newly Revised in Brief: Updated to Accord with the Twelfth Edition of the Complete Manual, Robert, Henry M., et al. Public Affairs, 2020.

Robert’s Rules for Dummies, Jennings, C. Alan, John Wiley & Sons, Inc., 2022.

This publication was adapted with permission from the University of Arkansas Division of Agriculture, Cooperative Extension Service. Montana State University Extension faculty Josie Evenson, Allison Kosto, and Ashley Kent edited and revised this handbook to serve as a resource for Montana 4-H clubs, non-profits, and community groups.

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4-H Publication 5363 Revised 4/24