Use Parliamentary Procedure to Run Effective Association Meetings

jim_slaughterThere are more than 320,000 community associations (HOA’s) in the United States, according to the Community Associations  Institute. Think of all the membership, board, and committee meetings that take place! Since statutes and governing documents often require such meetings to follow certain rules, it’s important for managers and board members to know about parliamentary procedure, which, when used properly, can also serve to streamline meetings and make association life easier and more productive for everyone.

What Is Parliamentary Procedure?

“Parliamentary procedure” includes everything that goes into running legal and effective meetings, including:

• Giving proper notice of the meeting to members;

• Waiting until enough members show up before starting the meeting; and

• Discussing and voting on issues at the meeting.

Such requirements can be found in state statute, the association’s governing documents, such as bylaws, or even court decisions. It’s important for managers and board members to care about parliamentary procedure. That’s because states often have laws that require associations to follow specific rules as to notice of meetings, quorum, voting, or even which parliamentary book governs. For instance, a North Carolina statute provides that “meetings of the association and the executive board (in HOAs and condos) shall be conducted in accordance with the most recent edition of Robert’s Rules of Order Newly Revised.” Several model acts, including the 2008 Uniform Common Interest Ownership Act (UCIOA) and the model Uniform Common Interest Owners Bill of Rights Act, have similar language.

Even without a statutory requirement, associations often dictate in governing documents that a parliamentary book will be followed when transacting business. In addition to such legal requirements, proper procedure can lead to shorter and fairer meetings, so it’s worth knowing at least the basics.

Consider Robert’s Rules of Order

Robert’s Rules of Order is the best-known and most used of many books on parliamentary procedure. Some courts have even held that Robert’s can be relied upon in the absence of specific parliamentary rules. While there are lots of books with “Robert’s Rules” in the title, there is only one official Robert’s Rules. The current book is Robert’s Rules of Order Newly Revised (11th Edition), published in 2011. Each new edition brings changes to procedure (the 11th Edition has 120 listed changes from the previous edition), so make sure that if you choose to use this, you’re following the latest version.

Procedure Varies According to Membership, Board Meetings

Rules aren’t one size fits all. Instead, rules should be like clothes—they should fit the organization they are meant to serve. Most parliamentary manuals provide that board meetings and membership meetings are conducted differently. Large meetings must be fairly formal. However, formality can hinder business in smaller bodies. For small boards and committees, Robert’s recommends less formal rules, such as:

  • No seconds to motions;
  • No limits on debate; and
  • The chair can debate and vote.

Smaller boards that dislike this informality may follow more formal procedures. But even informal boards may choose to be more formal on important or controversial matters to make sure things are handled absolutely correctly.

So how is business handled in a formal meeting? In assemblies following formal procedure (such as larger membership meetings), no discussion should occur without being preceded by a “motion” to take action. A motion is a formal proposal for consideration and action. In formal meetings, all items of business—whether a proposal to spend $50,000 on the common area or to take a five-minute break—are accomplished by proposing a motion.

The steps for considering a motion are similar, regardless of the specific motion. The three steps for bringing a motion before an assembly are:

Step #1: A member makes the motion. For most motions, a member must seek recognition from the presiding officer. Once recognized, the member stands and makes a motion by saying, “I move that . . . .” and stating her intention.

Step #2: Another member seconds the motion. Once made, a motion must be seconded by another member. The seconder does not need to be recognized and can simply yell out “second.” The purpose in requiring a second is that an assembly should not waste its time discussing a matter unless at least two members want to consider it.

Step #3: The chair states the question. Once a motion is made and seconded, the presiding officer repeats the motion by stating, “It is moved and seconded that . . . .” and stating the relevant information. Stating the question serves two purposes. First, the chair can verify the wording of the motion. Second, the motion doesn’t become official until stated by the chair. Before being stated by the chair, a motion belongs to its maker and can be withdrawn at any time. After being stated by the chair, a motion belongs to the assembly and must be processed with debate and a vote.

Once properly before the assembly, a motion is considered in three steps:

Step #1: Members debate the motion, unless it’s undebatable. Several rules govern who gets to speak in debate:

  • The maker of the motion gets to speak first;
  • Anyone who has not spoken gets recognized before anyone who has already spoken;
  • If possible, debate alternates for and against the motion; and
  • Members can speak only twice to a motion.

Step #2: Chair puts question to a vote. When debate ends (either because no one seeks the floor or because a motion to close debate is adopted), the chair repeats the motion by saying, “The question is on the adoption of . . . .” and states the relevant information. The vote can be taken by voice (“AYES” and “NOES”), standing, hand, ballot, or some other means, depending on legal requirements and the circumstances.

Step #3: Chair announces vote. The last step in considering a motion is for the chair to announce whether the motion was adopted or rejected (also known as being “lost”).

While the process for considering a motion may seem repetitive, there is no worse situation in a meeting than when members don’t understand what is being discussed or voted on. A primary purpose of proper procedure is to assure that all members know the parliamentary situation at any given moment.

Formal Motion and Vote Aren’t Always Required

Noncontroversial matters can often be resolved without debate through “general” or “unanimous” consent. Using this method, the presiding officer asks, “Is there any objection to …?” and states the proposal. For example, “Is there any objection to approving the minutes?” If no one objects, the minutes are approved. If a member objects, a formal motion and second are necessary. Unanimous consent allows an assembly to move quickly through non-contested issues.

Which Are the Most Used Motions?

Many motions exist in parliamentary procedure (Robert’s lists 84), but most business can be accomplished through about a dozen motions. Here are the motions and their purposes:

  • Main Motion—brings business before the assembly and is permitted only when no other motion is pending.
  • Amendment—allows changes to another motion by adding, deleting, or changing words.
  • Refer—allows a matter to be sent to a smaller group to consider and report back.
  • Postpone—delays consideration of a matter.
  • Limit Debate—places a limit on the time or number of speakers.
  • Previous Question—ends debate immediately.
  • Table—temporarily delays a matter when something of urgency arises.
  • Recess—permits a short break.
  • Adjourn—ends the meeting.
  • Point of Order—calls attention to an error in procedure.
  • Request for Information—allows a member to ask a question.
  • Division of the Assembly—demands a rising (but not counted) vote after a voice vote.

Each motion has detailed rules on when it can be introduced, whether it needs a second, whether it is debatable, and the vote required for adoption. See our Model Charts: Simplified Parliamentary Motions Guide, for specific information about these rules.

How Do Motions Work Together?

In formal procedure, not all motions are in order at any given moment. Instead, certain motions must be considered ahead of other motions. This concept is known as “precedence.” The order of precedence from highest-ranking motion to lowest is as follows:

  • Adjourn
  • Recess
  • Lay on the Table
  • Previous Question
  • Limit/Extend Debate
  • Postpone to a Certain Time
  • Commit
  • Amend
  • Main Motion

There are two rules that govern precedence. First, when a motion is being considered, any motion higher on the list may be proposed, but no motion of lower precedence. Second, motions are considered and voted on in reverse order of proposal. That is, the motion last proposed (and highest on the list) is considered and decided first.

For example, suppose the motion being discussed is to renovate the clubhouse at a cost not to exceed $50,000.

A motion is made to amend the motion by striking “$50,000” and inserting “$25,000” (which is in order, as the motion to Amend is higher on the list). Discussion begins on the amendment.

A motion is made to refer the matter to a committee (which is in order). Discussion begins on the motion to refer.

A motion is made to postpone the matter until next month’s meeting (which is in order).

A member then moves to adjourn (which is in order). Prior to voting on the motion to adjourn, a member obtains the floor and moves to recess for five minutes. The motion to recess is out of order in that it is loweron the list than the motion to adjourn. The pending motions are considered in reverse order (from highest to lowest). In other words, a vote is taken on the motion to adjourn. If the motion passes, the meeting ends and everyone goes home.

If the motion to adjourn fails, the assembly considers the motion to postpone. If the motion to postpone passes, consideration of the matter ends in that it has been postponed.   If the motion to postpone fails, the assembly considers the motion to refer. If the motion to refer passes, consideration of the matter ends in that it has been sent to committee.

If the motion to refer fails, the assembly considers the motion to amend. The proposed amendment (to change the amount) will pass or fail.

Finally, the assembly considers and votes on the main motion to renovate the clubhouse (either as originally proposed or as amended, depending on the outcome of the amendment).

About the Author

Jim Slaughter, Esq. is a North Carolina attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and President of CAI’s College of Community Association Lawyers (CCAL). He is the author of The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track, and lead author of Notes and Comments on Robert’s Rules, Fourth Edition. For more information about parliamentary procedure, resources, and Slaughter’s blog, visit www.jimslaughter.com.