Your group meeting has had a discussion on the pending motion when someone hollers out:   “Call the Question!”  May this person decide for the group that it is time to stop talking and vote?  No.  Rather, a motion to close debate should be made and seconded; such a motion is undebatable and requires a two-thirds vote.  In our country, which prides itself on making group decisions with words rather than guns, the rules for meetings are very important.  Such rules should help “effectuate the will of the majority, and protect the rights of the minority.”  Robert’s Rules of Order is a prominent source of such rules in not-for-profit organizations, such as civic, social, and charitable groups.  Rules governing the meetings of for-profit organizations are typically found in the by-laws or state statutes.  An historical example of the importance of rules is the 1964 consideration of the Civil Rights Act in the United States Senate.  With a filibuster, debate went on for 75 days before there were the requisite 67 votes to close debate and vote.

Proper procedure is to make, and second, the “main motion,” discuss that motion, and vote on it.  Oftentimes most of the discussion may occur before the motion is formally made.  A “second” for the motion merely shows another’s support for it, and is required for the motion to be discussed and voted upon.   An amendment to the main motion should be seconded, discussed, and voted upon before the main motion–which is then voted upon as amended.  For matters that are not disputed nor of great significance, the Chair, without a motion,  may ask if there are any objections and, if none, announce the adoption by “general consent” (also referred to as unanimous consent).

Once the main motion has been made and is pending, there is an order of precedence for other motions that may relate to the main motion.  These other motions are arranged in a hierarchy and divided into the categories of subsidiary, incidental, and privileged motions.  Higher-ranked motions are in order and should be decided before lower-ranked motions are allowed.  Privileged motions have the highest rank and take precedence over all others.  The highest ranked privileged motions deal with adjournment of the meeting, meaning that such a motion is in order at any time.  Incidental motions take precedence over subsidiary motions, which are the most common motions related to the pending main motion.  For example, subsidiary motions may be made to refer the main motion to a committee, to amend it, or to postpone it indefinitely, which kills the main motion without voting on it.  A motion to postpone to a definite time will place the motion as an order of business at a future meeting.  A motion to table (or “lay on the table”) sets the matter aside so that its consideration may be “renewed” later.  A subsequent motion to take from the table is undebatable and, if passed, revives discussion on the tabled motion.  When a motion is made, it belongs to the group and cannot be withdrawn by the maker.  A motion to withdraw must be made, and is undebatable.  A motion to reconsider a previously passed motion can only be made by someone who voted for the passed motion.  A motion to reconsider should be made during the same day, or same session/convention of the group.  If it is too late for a motion to reconsider, a motion to rescind, which requires a two-thirds vote, is a possibility.

The by-laws or other rules of the group should spell out the number of voting members necessary to establish a quorum.  If it is not so specified, a quorum is typically one-half of the group entitled to vote.  In setting the quorum, you are balancing the desire to have enough members present to conduct business, against the desire not to have a small number of members deciding matters.  If a quorum is not present, action may be taken informally, but it is not valid unless ratified at the next meeting.

The Chair of a meeting should maintain neutrality, and not express an opinion, depending upon the formality of the group.  Usually the Chair has the same voting right as any other member.  If there is a parliamentarian for a meeting, that role is to give advice to the Chair, and not to address the assembly, unless the parliamentarian is a member of the assembly.  The parliamentarian gives an opinion to the Chair, who makes a decision/ruling on the procedural matter.  The minutes of a meeting have often been described as a record of what was done at the meeting, not what was said at the meeting.  When there is a motion to approve the minutes from a previous meeting, only those who attended that meeting should vote.

The use of proxies is very disfavored in deliberative assemblies.  A proxy is effectively a power of attorney given by one person to another to vote in their place.  Proxies are appropriate in stock corporations, where the ownership is transferable, and the voice and vote of the stockholder should also be transferable.  But Roberts Rules of Order is so anti-proxy that the adoption of the Rules by a not-for-profit organization is often presumed to be a prohibition of voting by proxy.

Rules for meetings are important, making the process fair and orderly.  Feel free to contact our law firm if you have specific questions.

The information contained on this website is intended as an overview on subjects related to the practice of law. Each individual case is different, and laws do change, so please be aware that the circumstances and outcomes described may not apply to all cases and should not be interpreted as legal counsel. Please seek the advice of an attorney before making any decision related to legal issues.