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Article / Updated 11-24-2021

To save you time and unnecessary work, Robert’s Rules spells out exactly what needs to go into your minutes. Minutes are important because they’re the only surviving record of what was said and done at a meeting. They can be dry and boring. In fact, it’s probably a good sign if they are! Most importantly, they need to be informative and easy to navigate for whatever the reader needs to know six months from now. When you call a parliamentarian and ask for help, they're going to want to see the minutes, and they're going to need to find something important — maybe the exact words of a bylaw amendment that was officially adopted, or a tellers’ report that furnishes details on the vote tally. Simple organization of the facts and use of unpretentious language are the best attributes you can give your minutes. You want your minutes to be readable, but you must be precise in the information you give. Your minutes provide the record of the action taken at the meeting, so they need to clearly memorialize the facts. Composing your meeting’s minutes The first paragraph needs to include this information: The kind of meeting (regular, special, annual, adjourned regular, adjourned special, and so forth) The name of the organization The date, time, and location of the meeting (don’t list the location if it’s always the same) A statement confirming that your organization’s regular presiding officer and secretary are present (or giving the names of the persons substituting for them) A mention of whether the previous meeting’s minutes were read and approved (and the date of that meeting, if it wasn’t a regular meeting) Corrections to minutes are noted in the minutes being corrected; they’re not detailed in the minutes of the meeting at which the corrections were adopted. (The minutes of the meeting at which corrections were made should merely state that minutes of the previous meeting were approved as corrected.) The body portion of the minutes needs to include this info: All main motions (except ones that are withdrawn), along with the name of the member making the motion (but not the name of the person who seconded the motion). Motions bringing a question again before the body (except for ones that are withdrawn). The final wording of the motions, either as adopted or as disposed of. If it’s appropriate to include mention of debate or amendment, you can note these items parenthetically. The disposition of the motion — including any adhering amendments — if it’s only temporarily disposed of. Information about the vote. Counted vote Roll-call vote Ballot vote Secondary motions not lost or withdrawn, where necessary for clarity (example motions include Recess, Fix Time to Which to Adjourn, Suspend the Rules, Postpone to a Particular Time, Ballot Vote Ordered, and so on). Allude to the adoption of secondary motions by saying, “A ballot vote having been ordered, the tellers. . . .” Notices of motions. The fact that an assembly went into quasi-committee or committee of the whole, and the committee’s report. All points of order and appeals and their subsequent dispositions, with reasons given by the chair for the ruling. (Rulings often establish precedent, so a careful record here is important.) The full text of any report that the assembly orders to be entered into the minutes. This situation doesn’t happen often because a reference to a written report is usually sufficient for the record. Any of the juicy and disorderly words that a member has said that get them “named” by the chair for being disorderly. The last paragraph of your minutes needs to include the hour of adjournment. And that’s it! Well, except for the following additional notes to keep in mind when finalizing your minutes: The proceedings of a committee of the whole aren’t included in the minutes, but you do need to include the fact that the move into committee occurred and also include the report of the committee. When a question is considered informally, the same information should be recorded as in regular rules. Informality is permitted only in allowing additional opportunities to debate. The full text of any report is included in the minutes only if the assembly so orders. Record the name of any guest speaker and the subject of presentation, but make no summary of the speaker’s remarks. Signing the minutes Minutes are to be signed by the secretary and, if customary, may also be signed by the president. Minutes are your group’s legal record of its proceedings, and the secretary’s signature establishes evidence of the original document’s authenticity. Approving the minutes The minutes of one meeting are normally approved at the next regular meeting, following the call to order and opening ceremonies. If the meeting is an adjourned meeting, you approve the minutes of your previous meeting (the meeting that established the adjourned meeting) before taking up business where you left off in that meeting. Also, the minutes of the adjourned meeting need to be approved at the next adjourned or regular meeting. Minutes drafted ahead of time aren’t the official minutes until the members approve them. Because changes may be made in the minutes before they’re approved, it’s good practice for the secretary to note somewhere on the distribution copy that it’s a “draft for approval.” When minutes are approved, the secretary annotates the original file copy with any corrections in the margin or retypes the minutes to include the corrections. The secretary then writes “Approved” on the minutes and adds both his initials and the date to the record.

Article / Updated 10-07-2021

According to Robert's Rules, minutes drafted ahead of time aren’t the official minutes until the members approve them. Today's technology has made its mark on meeting minutes. The secretary can now draft the minutes and easily send copies to the members for them to read before the meeting; then members can come to the meeting prepared with any corrections. You can still read the minutes aloud to the members in the meeting, if you want to, but if time is precious, distribute the draft of the minutes in advance. Because changes may be made in the minutes before they’re approved, it’s good practice for the secretary to note somewhere on the distribution copy that it’s a “draft for approval” at the next regular meeting. Members who make notes of any corrections to meeting minutes are able to keep accurate records if they keep their copies of the draft minutes on file or if a final version isn’t automatically distributed to them at a later date. Handling the motion for approval The most efficient way of approving minutes is for the chair to assume the motion and obtain unanimous consent that the minutes be approved as distributed (or as corrected). The presiding officer says, “The minutes have been read (or distributed) to you. Are there any corrections?” If corrections are offered, the chair handles each by offering the correction to the membership, just to be sure everyone agrees that the correction is accurate. The secretary then enters the corrections on the master copy. When no (further) corrections are offered, the presiding officer says, “If there are no (further) corrections . . . (pause) . . . the minutes are approved as read/distributed/corrected.” It’s never in order for a member to simply object to the approval of minutes. If a member has some objection to the content of the minutes, he must offer a correction. If disagreement arises about the correction, the correction can be amended using the rules for amendments. Approving minutes by committee If the assembly isn’t meeting again for a long time (if at all), such as in annual membership meetings or conventions of delegates, the process of approving the minutes is delegated to a special committee or an executive board. This practice produces an approved and legal record of the meeting shortly after the meeting closes but before memories of what occurred in the meeting fade. If yours is a group that customarily deals with minutes by a motion to “dispense with the reading of the minutes,” you need to make a change. Your intent is probably to approve them with that motion, but you don’t actually approve anything. You just agree not to read them. If you want to use the term dispense in your meeting, let it be to “dispense with the reading of the minutes and approve them as distributed/printed.”

Article / Updated 08-10-2016

Your bylaws belong to your group, and only your group can decide what they mean. Sure, a parliamentarian can help you understand the technical meaning of a phrase or a section here and there. But when you come across something ambiguous (meaning that there's more than one way to reasonably interpret something), then the question remains to be answered by your organization by a majority vote at a meeting. If you find your group has to adopt a specific interpretation to resolve an ambiguity, then make the interpretation. But as soon as you can, follow up by amending the bylaws to remove the ambiguity. Making the adjustment to the bylaws keeps you from having to go round-and-round with the same issue depending on who attends the meeting! Robert's Rules lists some principles of interpretation to help you narrow down what's truly ambiguous and what's just a matter of following a rule for interpretation. These principles are listed and discussed here in the context of bylaws, but the principles apply to other rules, too. Bylaws are subject to interpretation only when ambiguity arises. If the meaning is clear, not even a unanimous vote can impute to them a different meaning. In other words, if you want a bylaw to have a different meaning, then you have to amend it. When bylaws are subject to interpretation, no interpretation can be made that creates a conflict with another bylaw. You're also obligated to take into account the original intent of the bylaw if it can be ascertained. If a provision of the bylaws has two reasonable interpretations, but one interpretation makes another bylaw absurd or impossible to reconcile and the other interpretation doesn't, then you have to go with the one that doesn't have a negative effect on existing bylaws. A more specific rule takes control when you have a conflict between the specific rule and a more general rule. For example, if your bylaws say that no relatives are permitted at meetings and another individual bylaw says that you can bring your spouse to the annual meeting and barn dance, then be prepared to buy your spouse a new dress or a new tie before the festivities begin. When bylaws authorize specific things in the same class, other things of the same class are not permitted. For example, if your bylaws allow members to enter cats, dogs, hamsters, and ferrets in the annual pet parade, then elephants are off-limits. When a bylaw authorizes a specific privilege, no privilege greater than the one that's authorized is permitted. For example, if your bylaws say that your board can provide refreshments for the members at meetings, that doesn't mean the board can host a banquet at the Ritz. If a bylaw prohibits something, then everything beyond that which is prohibited (or limited) is also prohibited. However, other things not expressly prohibited or not as far-reaching as the prohibition are still permitted. For example, if your bylaws say that you can't throw rotten fruit at your president during a meeting, then you probably can get away with catapulting a spoonful of fresh stewed tomatoes in his direction. If a bylaw prescribes a specific penalty, the penalty can't be increased or decreased except by amending the bylaws. For example, if you say a member shall be expelled for speaking ill of the Grand Mazonka, then a member who calls the GM a louse must be expelled but you can't kick him on the backside as he heads for the exit. If a bylaw uses a general term and then establishes specific terms that are completely included in the general term, then a rule that's applicable to the general term applies to all the specific terms. For example, if your bylaws define a class of membership as Royal Pains and that class includes Hot Shots and Know-It-Alls, then a rule applying to Royal Pains applies to both the Hot Shots and the Know-It-Alls, as well.

Article / Updated 03-26-2016

Parliamentary procedure refers to the practices used in meetings to keep things orderly and give everybody a fair chance to be heard for at least as long as it takes for everybody to realize that nothing new is being said and a large majority is ready to make a decision and get on with other business. Parliamentary procedure really goes a lot further than that, but you've probably guessed as much. It takes a book or two to really cover the subject. You're on your way, though, and you'll have a much better understanding of the process after you've worked through some concrete examples like the ones in this book. General parliamentary law Parliamentary procedure is based on parliamentary law. Specifically, parliamentary procedure is the parliamentary law you follow in your organization along with any special rules of order you make just for your group. The broad concept of parliamentary law, although not actually law in the sense of statutes and jurisprudence, is the body of accepted rules and practices of deliberative assemblies of all types and sizes. If you've come together as a loosely knit group of friends (or enemies), then the chances are good that you follow some rules even if you haven't written them down and given them a name, such as "Only one person speaks at a time," "Don't interrupt somebody when they're talking," or "Let's decide what to do about this before we go on to something else." The most basic rules about interacting with others are the basis of what you may hear referred to as the common parliamentary law. That's a collection of rules and customs, many of which you know, understand, and use every day, even though you never really think about them much. Parliamentary law isn't statutory law. It's just the body of rules that, written or unwritten, we use when we're assembled and discussing our business. Principles of parliamentary law Robert's Rules is generally regarded as the codification (or systematic arrangement) of general parliamentary law. Robert's Rules is written to be a concise but thorough treatment of the vast amount of interrelated information on parliamentary law. The rules in Robert's Rules are soundly based in principles of parliamentary law that take into account the rights of the majority, the minority, the individual, any absent members, and the collective rights of all these groups. Fundamental principles One fundamental principle of parliamentary law is that a deliberative assembly is an autonomous body that enjoys the freedom to conduct its business in accordance with its own provisions for the rights of its members and itself as an assembly. It is free to enact its own rules, choose its leadership, delegate to its leadership all or part of its authority, and retain whatever control over its business that it wishes. Two other principles are so close to the heart of things that Robert's Rules also terms them fundamental principles of parliamentary law. The rules that embody these principles can never be suspended. The only way to avoid having these rules apply to your group is to provide differently in your bylaws. Those fundamental principles are as follows: The right to vote is limited to the members who are present in a meeting during the time a vote is actually taken. Therefore, even if the vote is unanimous, • Rules can't be suspended to give a right to vote to a nonmember. • Cumulative voting is prohibited. • Absentee voting is prohibited. Only one motion can be considered at a time. (You can, however, have several questions pending at one time.) Other principles of parliamentary law In addition to the etched-in-stone fundamental principles, parliamentary law includes the following general principles: The majority rules, but only after providing for the minority to be heard. The only way to keep a member from being heard is by a two-thirds vote of the entire group to stop debate. Even though it's not always wise for them to do so, every person or minority faction has the right to take all legal measures to have their position adopted by the group. These measures, however, can't be taken in such a manner as to be disruptive to the peace of the entire group. A higher voting threshold is required to change something than to adopt it in the first place. This requirement protects against the instability of changing rules that can develop easily with minor shifts in attendance from meeting to meeting.

Article / Updated 03-26-2016

Fundamental to effective meeting participation is knowing how to get the attention of your presiding officer so you can be recognized and permitted to speak. Just as important is understanding the way to avoid getting personal in debate by asking questions of the other members through the chair. Addressing the presiding officer In meetings, your presiding officer should be addressed by title, such as "Madam Chairman" or "Mr. President." Robert's Rules provides that an officer's title should be used as defined in the bylaws, or the rules of order. In Robert's Rules, "Chairman" is considered as gender neutral as "Director" or "Governor." (Not many female members of a board of directors or a board of governors want to be called a "Directrix" or a "Governess," the traditional feminine forms of "Director" and "Governor.") But courtesy demands that a person's preference as to the usage of their title be honored. Accordingly, "Madam Chair" or "Madam Chairperson" is not incorrect if it's the pleasure of a woman holding the position of presiding officer. A vice-president is addressed as Mr./Madam President when actually presiding. If the president is only temporarily out of the chair and is still present at the meeting, Mr./Madam Vice President is appropriate. Any other person temporarily occupying the chair is properly addressed as Mr./Madam Chairman. When addressing the presiding officer, avoid the second person, as in "Madam Chairman, are you sure that . . .?" Instead, use "Madam Chairman, is the chair certain of . . .?" Speaking through the chair When addressing another member, you never go wrong by speaking through the chair. Refrain from using the member's name if you can avoid it. Respect is conveyed by depersonalizing comments made in debate. For example, "Mr. Chairman, does the member who just spoke have information on the cost of his proposal?" works much better than, "Dang it Fred, have you thought about how much your stupid idea is gonna cost us?" Formality has its benefits. Waiting for recognition before speaking Before you launch into your speech, get recognition. When you and your fellow members properly seek recognition and refrain from speaking until the chair has recognized you, you allow the presiding officer to do his job. A presiding officer who understands the rules for preference in obtaining recognition and applies them impartially has the control necessary to conduct balanced debate, and this control gives him the respect due to the station.

Article / Updated 03-26-2016

It's 7 p.m. on Tuesday night. You're attending the regular monthly meeting of your neighborhood association. Your president, Prissy Gardner (who was elected because nobody else wanted the job), is ready to start the meeting. Prissy's really a stickler when it comes to keeping the petunias watered at the front entrance to your neighborhood, but she thinks the board is just one big beautification committee. So, she starts the meeting off by going over last month's minutes — well, just the part about the new flowerbed she wants. When she gets through with that, she starts talking about the possibility of spending some money on a sprinkler system. In spite of the great organizational tools and techniques available in Robert's Rules, for some reason meetings happen all the time in which presiding officers like Prissy fly by the seat of their pants — going over last month's minutes, rehashing old decisions, interspersing real discussions with commentary, and suppressing anybody who tries to move things along. If you're unlucky enough to be a member of one such organization, then you already know the importance of knowing how to make a meeting run with a reasonable amount of dispatch. If not, then the future is now for anyone who can be efficient and effective when it comes to running meetings. Understanding the agenda You know the only way to get the most out of your time is to spend it wisely, and you want to make every second you have count. When it comes to meetings, the way to be efficient and effective simultaneously is to prepare and make good use of an agenda. An agenda is essentially a program or listing of the events and items of business that will come before the meeting. It may be a detailed program covering several meetings in a session, or it may be a short list of the items of business to be handled in a routine board meeting. The agenda may (but doesn't have to) indicate the hour for each event, or it may just show the total time allotted to each item. The agenda may be adopted (that is, be made binding on the meeting), or it may simply be a guide to keep the meeting on track. Adopting your agenda is sometimes a good idea because it gets everybody in agreement with the meeting plan at the beginning of the meeting. Robert's Rules' basic agenda Robert gives us an order of business but doesn't mandate any particular agenda. However, he does give us an agenda protocol that has been so widely used that it's almost universally accepted as a fundamental meeting plan. Not everything in the agenda shown here is necessary in every situation, and your agenda may even need to be more extensive and detailed. But in its own right, this basic agenda is a great arrangement of events, consistent with the standard order of business discussed throughout this chapter; you can find it at the heart of just about every good business meeting you ever attend. Call to order When the time comes, start the meeting on time. A single rap of the gavel at the appointed hour and the declaration, "The meeting will come to order" is sufficient. You can't finish on time if you don't start on time, and everybody knows when the meeting starts. A good chairman is known for starting meetings on time and will always be respected for doing so. Opening ceremonies Your group may customarily open meetings with an invocation and a recitation of the Pledge of Allegiance. Maybe you sing a hymn or the national anthem. The protocol is "God before country" (meaning you invoke the deity before you salute the flag), so plan to make your invocation before you say the Pledge. This part of the agenda is also the place to include any special opening fraternal rituals, a greeting given by one of your officers, or anything else that might reasonably fall under the category of ceremony. You don't have to use it, of course, and in many types of meetings, you'll skip this item. Roll call If your group is a public body, or if you have a rule that certain officers must be in attendance before the meeting can proceed, this is the time to call the roll. But if you don't have a rule requiring it, you shouldn't waste your time on this item. Consent calendar This item isn't used often, except in specialized organizations such as public legislative bodies or a large professional society's house of delegates. A consent calendar quickly processes a lot of noncontroversial items that can be disposed of quickly by placing them on a list (the consent calendar) of items to be adopted all at once. The list can also contain special preference items to be considered in order at the appropriate time. This consent calendar is usually placed in an order of business by a special rule of order, and its placement is generally of relatively high rank. Standard order of business Everything on the agenda outside of the standard order of business is really just ancillary to the meeting. All the business really begins with the approval of the minutes, and ends when you're finished with any new business. Good of the order This is a time set aside for members to offer comments or observations (without formal motions) about the society and its work. The good of the order is also the time to offer a resolution to bring a disciplinary charge against a member for offenses committed outside of a meeting. Announcements This portion of the basic agenda sets aside time for officers (and members, when appropriate) to make announcements. However, the fact that this is an agenda item does not prevent the chair from making an emergency announcement at any time. Program If you're offering some other general presentation of interest to your members, whether it's a film, a guest speaker, a lecturer, or any other program, it should be presented before the meeting is adjourned. If you would rather conduct the program at some other place in the agenda, it may be scheduled to take place before the minutes are read or, by suspending the rules, inserted within the standard order of business. Guest speakers are often on tight schedules, so it's quite proper for the chair to ask for unanimous consent to place the program at any convenient place on the agenda, even if the only convenient place is within the order of business. Adjourn This part of the agenda marks the end of the meeting — time to go home. But don't leave until the chair declares the meeting adjourned, or you may just miss something important.

Article / Updated 03-26-2016

When it comes to making rules under Robert's Rules, one rule stands out: A group is free to adopt whatever rules it may want or need as long as the procedure for adopting them conforms to any rules already in place or to the general parliamentary law. The reason for having rules in the first place is so that you and your fellow group members can mutually agree on governance (that is, who your leaders are, how you choose them, when you have your meetings, and so forth), procedures for arriving at group decisions, and policy covering the details of administration for your organization. Different situations call for different types of rules. Robert's Rules classifies rules based generally on their application and use and on how difficult they are to change or suspend: Charter: The charter may be either your articles of incorporation or a charter issued by a superior organization if your group is a unit of a larger organization. A corporate charter is amendable as provided by law or according to provisions in the document for amendment. A charter issued by a superior organization is amendable only by the issuing organization. Bylaws: The bylaws are fundamental rules that define your organization. Bylaws are established in a single document of interrelated rules. Rules of order: Rules of order are written rules of procedure for conducting meeting business in an orderly manner and the meeting-related duties of the officers. Because these rules are of a general nature about procedure rather than about the organization itself, it's customary for organizations to adopt a standard set of rules by adopting a parliamentary authority such as Robert's Rules. Standing rules: These rules are related to the details of administration rather than parliamentary procedure. Motions your group adopts over the course of time related to policy and administration are collectively your standing rules. Robert's Rules also mentions custom, referring to unwritten rules followed in actual practice. But because they're not written, they're not considered a "class" of rules.

Article / Updated 03-26-2016

Some types of meeting are better suited to a not-so-strict enforcement of Robert's Rules of Order. If your group needs to consider an issue that calls for a more freewheeling discussion than close attendance to Robert's Rules allows or you're part of a committee or small board with fewer than a dozen members, some aspects of formality can actually slow things down. Considering things informally A regular assembly, no matter how large or small, has some options to relax its rules and deliberate on any particular subject under the rules for committees and boards. It may Resolve itself into a committee of the whole or a quasi-committee of the whole. The entire assembly makes itself one big committee and uses committee rules as the rules of debate on a particular subject. In a quasi-committee the presiding officer of the whole body and the committee can be the same person. Simply relax the rules and consider a particular subject informally. This move essentially relaxes the limits on debate. Votes during informal consideration are votes of the assembly. Establish breakout groups. This method requires some planning in advance so that facilitators can be appointed to bring back the results of these short committee meetings. Taking it easy in committees and small boards For larger groups, the need for formality is more important, so you start off formal and use special procedures to relax formality in some circumstances. But with smaller assemblies and committees, things work just the opposite. You start off with more relaxed rules and only get formal if such a change becomes necessary. Your board and committee meetings are generally subject to the same rules as the organization they serve, and you can't adopt special rules of procedure unless the bylaws authorize it. However, many of the procedural rules important in large groups are relaxed in boards and committees — unless the committee is so large that the formality of a regular membership assembly is a practical necessity. Under the relaxed rules of procedure for committees and small boards, You can make motions or speak without the necessity of formal recognition. Your motions don't have to be seconded. You can speak as often as you can politely obtain the attention of the other members. In fact, motions to Limit Debate aren't in order, and the motion to Reconsider practically knows no limit in a committee. You can discuss things without a motion being on the floor. You don't need to take minutes. However, having some record is useful, and it may be customary for the chair to keep notes of committee proceedings for reference. The chair can make motions, participate in discussion, and vote. An option open to a group operating under relaxed rules is taking a vote by unanimous consent, which means that you can take a vote by assuming a motion even where none has been formally made, and, if it's abundantly clear that a particular decision is pending, state the obvious and make that decision. An example may help: Your group is talking about whether the fire truck you're recommending to the company commander should be red or white. Your committee is sitting around the table, and you say, "The red one is cheaper. Besides, the white one will show more dirt." Boris says, "Yeah, I like red fire trucks better anyway." The chair then says, "Then I guess we go with the red fire truck. Any objections?" No one objects, so you just decided to recommend the purchase of a red fire truck. Wasn't that easy?

Article / Updated 03-26-2016

No matter how good a job you've done creating your bylaws, sooner or later you'll need to change something. Robert's Rules encourages creating bylaws that can't be too easily amended, but amending them isn't so difficult that you can't consider and make changes within a reasonable time when necessary. Setting the conditions for amending your bylaws In amending a previously adopted bylaw, make sure that the rights of all members continue to be protected. The surest way to provide this protection is to prevent bylaws from being changed without first giving every member an opportunity to weigh in on a change. And bylaws should never be changed as long as a minority greater than one-third disagrees with the proposal. Always specify in your bylaws the exact requirements for their amendment. According to Robert's Rules, you should, at the very least, require a two-thirds vote and previous notice to make any change at all in your bylaws. Giving notice of bylaw amendments Amending bylaws essentially changes the contract you've made with your fellow members about how your organization operates, so you need to be really technical and precise. The proper notice for a bylaw amendment contains three fundamental components: The proposed amendment, precisely worded The current bylaw The bylaw as it will read if the amendment is adopted Additionally, the notice should include the proposers' names and their rationale for offering the amendment. It may also include other information such as whether a committee or board endorses or opposes the amendment. Handling a motion to amend bylaws When the time comes to deal with the amendment on the floor, you're handling a special application of the motion to Amend Something Previously Adopted. The bylaw amendment is subject to all the rules for that motion except for the following: The provisions for amendment contained in your bylaws determine the requirements for previous notice and the vote required to adopt a bylaws amendment. But if your bylaws have no provisions for their amendment, the requirement is a two-thirds vote with previous notice, or without notice, a majority of the entire membership. Primary and secondary amendments to your proposed bylaw amendment can't exceed the scope of the notice. So you can't send notice of a change to raise the dues by $10, then amend the proposal to up the dues by more than $10. You can amend the proposal to increase the dues only $8, because an $8 increase is within the scope of notice. After you've adopted an amendment, that's it. You can't reconsider the vote. (But if the amendment fails, you can reconsider that vote.) The rule against considering essentially the same question twice in a meeting doesn't apply when you're amending bylaws. Members may offer different ideas on how to handle things, and all bylaw amendments included in the notice are eligible for consideration. Even though other amendments addressing the same issue have to be considered if proper notice has been given, you can't get around the possibility that after you adopt a particular bylaw amendment, other proposals may become moot because any change in the bylaws may make a yet-to-be-considered amendment impossible to enact. Amending specific articles, sections, or subsections of your bylaws When you're amending parts of your bylaws, you propose the amendment as a main motion and specify one of the same processes you would for any amendment. The processes of the motion to amend are Strike out words, sentences, or paragraphs Insert (or add) words, sentences, or paragraphs Strike out and insert (or substitute) words, sentences, or paragraphs Tackling a full revision of your bylaws A revision to bylaws is an extensive rewrite that often makes fundamental changes in the structure of the organization. By considering a revision of your bylaws, you're proposing to substitute a new set of bylaws for the existing ones. Therefore, the rules regarding scope of notice that limit primary and secondary amendments don't apply. Your group is free to amend anything in the proposed revision before it's adopted, as if the bylaws were being considered and adopted for the first time. Recording the results of the vote Bylaw amendments (requiring a two-thirds vote) are handled as a rising vote unless the amendments are adopted by unanimous consent. However, because of the importance of bylaws and the impact of their amendment, unless the vote is practically unanimous, the best and fairest procedure is to count the vote and record the result in the minutes.

Article / Updated 03-26-2016

According to Robert's Rules, a quorum is the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the group. A quorum should consist of "as large as can be depended upon for being present at all meetings when the weather is not exceptionally bad." In other words, at best, a quorum is just an educated guess. Establishing a quorum Some groups set a quorum as a percentage of membership, and others use a fixed number. To determine what's best for your organization, you really need a track record for your group so that you can come up with a number that doesn't allow too few people to spend all the money in the treasury, or doesn't call for some number that's way too high. Unfortunately, most of the time you don't have a track record to go off of when you're just getting started. So, proceed with caution, and think about your quorum carefully. Use common sense and be willing to change the quorum frequently as your organization grows. Until you make a different decision for your group and include it in your bylaws, Robert's Rules sets your quorum at a majority of the members. Dealing with the absence of a quorum No matter what the reason, sometimes too few members show up for a meeting. When this happens, you've got options, but they're pretty limited. That's a good thing, though. You don't want three of your members voting to divide the treasury between them and dissolve the association! All is not lost if you're quorumless, however. Robert's Rules lays out four things you can do during a meeting in which a quorum is not present. You can Fix the time to which to adjourn. Doing so makes it possible for the meeting to continue on a later day, after you've chased down enough people to achieve a quorum. Adjourn. You can call it quits for the time being and wait for the next regular meeting. Recess. Sometimes achieving a quorum is as simple as taking a short break to go out into the hall and round up more members; then you can proceed with the business of the assembly. Recess is often used when attendees wander out of the meeting room in the middle of a meeting and suddenly somebody notices that there aren't enough members in the room anymore. Take other measures to assemble a quorum. You can, for example, appoint a committee to go make calls and round up enough members for your business meeting; while you're waiting for additional members to arrive, you can continue with the program or scheduled speaker. A motion to do something to obtain a quorum is treated as a privileged motion and takes precedence over a motion to recess. Even if you have to make a decision about an urgent issue — the roof of the clubhouse has collapsed under the weight of three feet of snow, so you and the four other members who live nearby make the decision to call in the roofers — in the absence of a quorum, any action you take is at your own risk and not binding on the organization. If the membership doesn't agree that you did the right thing, or even if they agree but vote against a motion to ratify your action, you're "out in the cold," so to speak! In that case, the club doesn't have to pay the bill. You and your buddies do. The motion to ratify allows the group to approve, by majority vote at a regular meeting (or properly called special meeting) with a quorum, your action and adopt it as the action of the group. After that happens, you and the others are off the hook, and your action is no longer null and void.