Robert’s Rules of Order is the definitive work on the rules governing the assembly of people. Written in 1876 by Henry Martyn Robert, the Rules have served as a basis for many major and minor organizations throughout the world. The United States Congress even uses Robert’s Rules to conduct the business of the nation. While the book is tailored more to large assemblies and law making bodies, small business can use many of the procedures outlined in book. We will begin by explaining the definition and the general procedures for forming a meeting. From there we will explain the inner workings of the meeting: the introduction of business, debate, and the voting procedures. Finally, we will discuss the concept of “motions” in depth, including their various forms and uses.
Before we begin, an important distinction needs to be made between the terms session and meeting. A session “is a meeting, which though it may last for days, is virtually one meeting, as a session of a convention; or even months, as a session of Congress; it terminates by an ‘adjournment sine die (without day)” (http://www.rulesonline.com/rror-11.htm). The term meeting refers to “an assembling of the members of a deliberative assembly for any length of time, during which there is no separation of the members except for a recess of a few minutes, as the morning meetings, the afternoon meetings, and the evening meetings, of a convention whose session lasts for days” (http://www.rulesonline.com/rror-11.htm). In short a meeting is when all members of the organization meet without any breaks, except for a few minutes. Any time a lunch break or something similar or longer is needed, that meeting is ended and a new one begins when the group reconvenes. This new meeting occurs in the same session as the previous one. So therefore multiple meetings can and more than likely will make up one session. In essence, a session could last indefinitely, but sessions need to come to an end in order to allow the group to revisit a topic. Very long sessions can be harmful because “if an objection to the consideration of a question has been sustained, or if a question has been adopted, or rejected, or postponed indefinitely, the question cannot again be brought before the assembly for its consideration during the same session” (http://www.rulesonline.com/rror-11.htm). So if a session were to last a year, then it would take a question passed at the beginning of the session almost a year to be revisited, in the next session. At the same time a short session does not work either because a member could take advantage of the short session by “repeatedly [renewing] obnoxious or unprofitable motions” (http://www.rulesonline.com/rror-11.htm). Although rules governing sessions are covered in Robert’s Rules, our focus will be on the procedures concerning the conduct of meetings. In a small business setting, meetings will tend to be quick and all issues will be resolved within that single meeting; thus negating the usefulness of the procedures governing sessions.
Before anything can be accomplished, the meeting must first be organized. Sub-article 69 in Article XII outlines the procedure for convening a meeting or assembly. Basic enough, those who are responsible, in other words the managers, should get together and figure out where and when they are going to meet, who is going to meet and how they are going to announce the meeting. If you have a larger meeting, or in a more formal setting it is typical to figure out before hand who shall call the meeting to order and nominate the chairman, and who will explain the object of the meeting. According to Roberts Rules of Order, “it is also good policy to have a set of resolutions drafted in advance to submit to the meeting” (http://www.rulesonline.com/rror-11.htm). You should wait ten to fifteen minutes before calling the meeting to order. This is appropriate to use in large and small businesses to make sure that you have everyone there, and give everyone a little time to unwind before you get down to business.
In a smaller business setting, you will usually have the manager, or boss, be the chairman and he will be the one who directs the conversation and brings up the issues at hand. The employees under him/ her will speak, and discuss solutions to the problem. The managers will take notes and they will agree to a solution. The meeting usually lasts for under an hour and will have follow-up meetings if necessary or to discuss how everything is going. But according to Robert’s, “the person who calls the meeting to order, may act as a temporary chairman, and say, ‘the meeting will please come to order; will someone nominate a chairman” (http://www.rulesonline.com/rror-11.htm). In this formal business setting nominations are taken and the acting chairman as he hears them says, “Mr. B is nominated, Mr. C is nominated…” He then takes votes on the nominees by asking, “As many as are in favor of Mr. B for secretary say aye; those opposed say no.” If the ayes outnumber the no’s, then they win, and the chairman will take his place at the desk or head of the table. This is good in smaller settings, but in larger settings it is dangerous, as an incompetent person may be elected chairman. After the chairman is elected, he usually gives a short speech, thanking everyone, and says, “The first business in order is the election of a secretary.” The secretary is elected just as the chairman and then takes his place next to the chairman upon election. The secretary’s main job is to keep a record of the proceedings. As soon as the secretary and chairman are elected, the chairman directs the secretary to read the call for the meeting and then calls on the person most familiar with the question to explain the object of the meeting more fully, or he may just do this himself (http://www.rulesonline.com/rror-11.htm). This is followed by someone either offering a series of resolutions prepared previously, or by moving the appointment of a committee to prepare resolutions.
Once the chairman is elected, the meeting can focus on its purpose. Business may be introduced and debated in order to settle the issues of concern. The first step in this process is for those wishing to introduce business to obtain the floor.
Obtaining the floor is one of the most important parts of a formal business meeting. No one can speak until this has been achieved. The chairman is the only person who can recognize someone’s right to the floor; therefore, he or she acts as the gatekeeper for the assembly. When a member of the meeting wishes to obtain the floor, he must rise from his seat and address the presiding officer of the meeting. This is simply done by stating, “Mr. Chairman or Mr. President,” or any acceptable variation thereof. If the member is entitled to the floor, the chairman will recognize him by stating his name to the meeting. While the procedure for obtaining the floor is relatively simple, there are rules that must be observed. Chief among these is the rule stating that anyone who rises before the floor is yielded is out of order and does not receive recognition, nor is he first in line when the floor is finally yielded. This should be courtesy common, and therefore will not be discussed in more detail. The next rule concerns proper etiquette in handling the simultaneous rising of two or more members wishing to obtain the floor. When this occurs, all other circumstances equal, the one that rises and addresses the chair first is given the floor. Exceptions to this rule include: when a debatable question is immediately pending, when an undebatable question is immediately pending, and when no question is pending. Finally, when someone has obtained the floor, they generally cannot be interrupted. The few exceptions to this rule are: There is a motion to reconsider, a point of order, a call for the orders of the day when they are not being confirmed, a question of privilege, a request or demand that the question be divided when it consists of more than one independent resolution on differing subjects, or a parliamentary inquiry or a request for more information that requires immediate answer.
Once a member has obtained the floor, he will most likely want to introduce business of some sort. This is done by making a motion. The person making the motion simply says,” I move that….” The motion can be as mundane as wishing another member happy birthday, or as imperative as ratifying a strategy for dealing with takeover. Motions can be made to introduce external communication to the assembly. After a motion has been made, another member of the assembly must second the motion in order for it to proceed to debate. Once a motion has obtained a second, it is presented to the meeting by the chairman as a question for debate. A motion that has been seconded is not guaranteed immediate presentation to the meeting. If several questions are pending, they are dealt with in descending order, meaning that the most recent one is debated first. That issue would therefore be recognized as the immediately pending question.
A motion is a proposal for the assembly to take a certain action, or that it expresses certain views (http://www.rulesonline.com/rror-11.htm). As previously stated, motions can be made by saying the phrase; “I move that…,” followed by the business you wish to introduce to the meeting. In addition to motions, members can propose resolutions in much the same manner. Minor motions are not required to be in writing, but resolutions and main motions are often required to be written. A general rule regarding motions is that no one can make two motions at a time without the general consent of the meeting (http://www.rulesonline.com/rror-11.htm).
Seconding a motion, as stated, is necessary for the debate process to commence. Almost every motion requires a second in order for it to be put to the meeting. The requirement that a motion be seconded helps expedite the flow of business by preventing debate over an issue that only one person favors. Seconding a motion is equally as simple as making one. All that needs to be said is, “I second the motion.” The person seconding need not obtain the floor before he speaks. After standing and seconding, however, he is expected to return to his seat. After a motion has been presented and seconded, the chairman puts the motion to the meeting in the form of the question. The question can be presented in several ways, depending on the nature of the issue. The question can be presented as follows: “It is moved and seconded that the following resolution be adopted…,” “It is moved seconded to amend the resolution by striking out…,” “It is moved and seconded that the question be laid on the table…,” as well as other variations tailored to the specific issue (http://www.rulesonline.com/rror-11.htm).
Once the chairman has stated the question, the issue is open to debate by the members of the meeting. All resolutions, committee reports, communications, motions, etc. are up for debate before final action is taken. Just because the question has been stated, does not mean debate is mandatory. Issues can be disposed of before debate by a 2/3 vote of the meeting. A 2/3 vote refers to 2/3 of the votes being cast, not 2/3 of the total possible votes. This is also referred to as a quorum. A quorum is the number that must be present in order for business to be legally transacted (http://www.rulesonline.com/rror-11.htm). A quorum is basically the number required to be present at a meeting in order for business to be conducted and votes to be held. In most cases a meeting needs a simple majority to meet the minimum requirement to hold a vote. In some cases, like the British parliament, only 40 out of approximately 700 members from the House of Commons are needed to meet a quorum and only 3 out of 753 members are needed in the House of Lords (http://www.rulesonline.com/rror-11.htm and http://en.wikipedia.org/wiki/Quorum). The by-laws of an organization need to specify the numbers of members to meet the quorum requirements. If a specific number is not defined in the by-laws, than a simple majority is all that is needed to meet quorum requirements (http://www.rulesonline.com/rror-11.htm). In the absence of a quorum, the only business that can be decided “is to take measures to obtain a quorum, to fix the time in which to adjourn; or to take a recess” (http://www.rulesonline.com/rror-11.htm).
During debate, members of the meeting can speak twice on the same question on the same day (http://www.rulesonline.com/rror-11.htm). Exceptions to this rule include: appeals on the issue and in cases where another person who desires to speak on the issue has not spoken yet. In the later, the person who wants to speak again may do so when everyone who wanted to speak has had a first turn. The final rule on debate is that speeches cannot exceed 10 minutes in length without permission of the meeting (http://www.rulesonline.com/rror-11.htm).
Throughout the course of debate on an issue, members of the meeting may want to enact changes on the issue in order to facilitate disposal of the question. Secondary (Subsidiary) motions are used to assist in the disposal of the question. Examples of secondary motions include: to amend something or to commit something to the resolution. When a secondary motion is presented, it becomes the immediately pending question. Debate on the original issue cannot continue until the secondary issue has been resolved. Like regular motions, subsidiary motions are subject to several rules. These rules are as follows: questions incidental to the business may replace the pending question until disposed of, privileged motions may supersede all motions, and all motions made in the presence of the original motion are secondary (http://www.rulesonline.com/rror-11.htm).
After all members have had their say, the chairman puts the question to the meeting. He asks, “Are you ready for the question?” If no one objects, the chairman puts the question to the meeting. Putting the question simply refers to taking a vote on how to dispose of the issue. When taking the vote affirmatives are called first and negatives are called second (http://www.rulesonline.com/rror-11.htm). This can be done in a variety of ways, from raising one’s hand to an electronic vote. Motions, as a general rule, only need a majority vote to be adopted. Motions to suppress debate, prevent consideration of a request, or to rescind a previous action without notice require a 2/3 vote (http://www.rulesonline.com/rror-11.htm). Once the votes are tallied, the final result should always be announced to the meeting. Announcing the vote effectively disposes of the issue and allows for the next order of business to be announced.
To this point, we have explained the difference between sessions and meetings, the procedures for setting up meetings, and the processes through which business is introduced into meetings and resolved. In the previous section, the concept of motions was briefly described in order to provide a rudimentary picture of how the debate process works. The next section explains in detail the classifications of motions, their uses, and their proper order within the debate process.
Several classifications of motions are prevalent in the business world. One might wonder what the significance of such motions are in a business environment, especially a small business environment. Motions provide order, allowing structure and civility to be the governing body over company meetings. These motions serve as a tool in which business managers and owners, small and large, can utilize in conducting meetings. It is understandable that everyone participating in a meeting wants to have a free flow exchange of ideas and for their ideas to be heard and addressed, however this often results in conflict because of multiple parties attempting to do this at the same time. With the Rules of order, specifically the motions, individuals have a common body of rules and procedures in which the group will address issues. This alleviates the pressure of trying to get your input in the group, because there is a specific order in which those ideas and questions can be addressed. Without rules and procedures, groups would be less productive and likely accomplish less and have increased levels of conflict in meetings. The rules of order, derived from Parliamentary meetings, depend on the procedural nature of motions to keep order and give a common body of rules and regulations in which groups are to accomplish tasks. These motions are handled in various ways. Some take precedent over others. Motions can interrupt others, they can be voted on or simply have a member second it, also they may be debated, and amended. Each motion has different requirements for it to be passed. Also, each motion has a relative position of importance to the other motions in which it can be introduced, if a motion is more important than a pending motion, it can be introduced. If a motion is less important than a pending motion, the issue of the pending motion must be resolved before said motion can be introduced. In addition to their handling, there are several classifications of motions: Main or Principal motions, privileged motions, incidental motions, and subsidiary motions. Each classification has an order in which they can be addressed and a precedent to be taken over other motions, in which that order can only be interrupted under special circumstances.
Main motions are used to bring before assembly for consideration any particular subject. The most important concept of a main motion is that it takes precedence over nothing, meaning it can’t be made when any other question is before the assembly (Roland, Joe). A main motion yields to all privileged, incidental, and subsidiary motions. Any of these motions can be made while a main motion is pending. The main motions can be subject to debate and vote, and when one is “laid on the table” it carries over all subsidiary motions. As exemplified in Robert’s Rules of Order, a general rule can be derived that main motions require a majority vote for their adoption (Roland, Joe). However this is subject to exceptions, and more importantly it is only inclusive of the “majority of votes cast,” meaning only those who show up to vote. Often times in larger corporate shareholder meetings and congressional meetings, most of whom follow Robert’s Rules or at least a derivative of them, many voters simply do not show up unless the vote is on something that is of personal importance to them or their constituents. The most common exceptions to this general rule are amendments to constitutions, by-laws, and rules of order already adopted, all of which are main motions. All of these examples require a two-thirds vote, most often of all the membership for their adoption, unless specific procedures say otherwise. Main motions are subdivided into Original main motions and Incidental main motions. Original main motions are most commonly believed to be a main motion, an issue brought before the membership that is some sort of new subject, generally in the form of a resolution in which assembly action is sought to deliberate and decide (Roland, Joe). Incidental main motions are motions that are, as denoted by their name, incidental. Also, they may include the business of assembly, or its past or future action. The rules of order site a specific definition to differentiate the two saying, “A motion to accept or adopt the report of a standing committee upon a subject not referred to it is an original motion, but a motion to adopt a report on a subject referred to a committee is an incidental main motion. The introduction of an original main motion can be prevented by sustaining a 2/3 vote in objection to its consideration. An objection to its consideration cannot be applied to an incidental main motion, but a two-thirds vote can immediately suppress it by ordering the previous question. This is the only difference between the two classes of motions” (Roland, Joe). Examples of Original main motions would be: to close a meeting, to register a complaint, to refer to a committee, or to even kill a main motion. Examples of incidental motions would be: to enforce rules, to submit a matter to the assembly, to demand a vote, to request information or ask a question.
One of the most powerful motions is a Privileged motion. This classification of motion does not relate to the pending question, but is of such great importance that it takes precedent over all other questions, and is undebatable. They cannot have any subsidiary motion applied to them except the motion to fix the time to adjourn and to take a recess. Examples of privileged motions are: to fix the time to which to adjourn, to adjourn, to take a recess, to raise a question of privilege, and to call for orders of the day. The classification of privilege in regards to these motions, is to set precedent that no other motions can supersede this motion. Two of the most common privileged motions are the motion to fix the time to which the assembly shall adjourn and the motion to adjourn. The member making a motion to adjourn must have the floor and will make a motion to do so. The chairman shall then conclude that no important matters have been overlooked. If there is something requiring attention before the meeting is adjourned, its existence must be recognized. If the motion to adjourn leaves unfinished business, this creates what is known as The Effect upon Unfinished Business of an adjournment (Roland, Joe). Usually, the assembly will require the minutes to be recited upon the next meeting where the assembly will then pick up where they left off on the unfinished business. The longer time gap between each meeting, the more likely it will be allowed for the unfinished business to be presented as new information to the assembly upon the next meeting. Although adjournment is not the only privileged motion, it is often the most powerful and is essential in every meeting at some point.
Another classification of motions is incidental motions. They arise out of another question that is pending, and take precedence of and must be decided before the question out of which they rise. Incidental motions yield to privileged motions and generally the motion to lay on the table, which will be discussed under subsidiary motions. However, the general rule is that incidental motions take precedence over subsidiary motions. Some examples of incidental motions are: questions of order and appeal, suspension of rules, and objections to the consideration of a question, to name a few. One of the most prevalent incidental motions is a question of order and appeal. This motion takes precedence over the pending question of which it arises, and is in order even when another member has the floor (can interrupt). Such a motion does not require a second, cannot be amended, nor can it have any other subsidiary motion applied to it. Questions of order and appeal yield to privileged motions and the motion to lay it on the table. It is the duty of the chairman to decide in a timely manner a question of order and appeal, however the chairman can, if he so chooses, send the question back out to the assembly for answers. Usually, for a member to make this motion, he would rise and say, “Mr. Chairman, I rise to point of order,” and then promptly sit down. The chairman requests him to state his point, after which he takes his seat again. The chair then decides the point without debate; however a member can appeal the decision. Questions of order and appeal are often used to draw attention to incorrect language or procedure in which members of the assembly are using. This is the formal method for a member to voice his opinion to the chairman, who will then in turn follow the laws that govern the assembly.
The final classification of motions, as per Robert’s Rules, is Subsidiary motions. They are applied to other motions for the purpose of most appropriately disposing of them. They may be applied to any main motion, and when made, they supersede the main motion and must be decided before the main motion can be acted upon. There are several kinds of subsidiary motions including: to lay on the table, the previous question, limit or extend limits of debate, postpone definitely, or to a certain time, commit or refer, or recommit, amend, and postpone indefinitely. The most powerful subsidiary motion that sets precedent to others is to lay it on the table. This motion takes precedence of all other subsidiary motions and any incidental questions pending at the time. It is undebatable and cannot have any subsidiary motion applied to it. This motion cannot be applied to anything except a question actually pending. It is not in order to lay on the table a group of questions, at the orders of the day, or unfinished business, or reports. This motion is done by a member saying, “I move to lay the question on the table,” or anything of that nature. However members often try to qualify a lay on the table motion by adding information that is out of order in a lay it on the table motion. If this is so, it is the chairman’s duty to state the motion properly and determine whether it is subject to debate.
Robert’s Rules of Parliamentary Order is a comprehensive text describing the exact procedures through which formal meetings are conducted. It is an extremely detailed, often monotonous text that covers the full range of assemblies; from the small organization to the Congress of the United States of America. We have outlined the sections of the text that are most pertinent to small businesses. Robert’s Rules can provide an air of legitimacy to small business meetings that may be lacking. In addition, the Rules can be used to streamline the meeting, making it more efficient. While the book as a whole maybe greater in scope than is necessary for small business, parts of it could be extremely useful for those seeking order in their entrepreneurial ventures.
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