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Parliamentary Procedure

  1. Parliamentary Procedure Made Simple
    1. Parliamentary Procedure Basics
      1. Parliamentary procedure is a set of rules for conduct at meetings that allows everyone to be heard and make decisions without confusion.  It is based on majority vote, and serves to make it easier for people to work together effectively and help groups accomplish their purposes.
      2. All members have equal rights, privileges, and obligations.  A majority vote decides an issue, and the rights of the minority must always be protected.  Every matter should be discussed fully.
    2. Basic Concepts
      1. Motions
        1. Main motion: the purpose of a main motion is to introduce items to the membership for their consideration.  They cannot be made when any other motion is on the floor, and they yield to subsidiary, privileged and incidental motions.
        2. Subsidiary Motion: These motions change or affect how a main motion is handled, and is voted on before a main motion.
        3. Privileged Motion: This motion brings up items that are urgent or important matters unrelated to pending business.
        4. Incidental Motion: This motion provides a means of questioning procedure concerning other motions and must be considered before the other motion.
      2. Motion to Table: This motion is often used in the attempt to “kill” a motion.  The option is always present to “take from the table” for reconsideration by the membership.
      3. Motion to Postpone Indefinitely: This is often used as a means of parliamentary strategy and allows opponents of a motion to test their strength without an actual vote being taken.
    3. A Simpler Perspective: The Bus Ride Analogy
      1. Step 1: Climb aboard for a Meeting to take a ride
        1. The purpose is to get your organization to a destination, and carry all of the members to that destination while carrying out the will of the majority and protecting the rights of the minority.
      2. Step 2: The Trip Team
        1. The President is the bus driver, and makes sure everyone is treated fairly.  He maintains order.  The Vice President is the substitute driver.  The Secretary keeps a record of the trip, and all the members are riders with the right to speak and vote.
      3. Step 3:  The Trip Begins
        1. “All Aboard” call to order by the President.  All members board at the appointed time, take their seats and pay attention.  After attendance is taken the board decides whether there is enough people to take the trip (a quorum).  The bylaws will indicate the minimum number required for a “trip.”
        2. “Agenda” a checklist of things that need to be done on the trip.  This list does not tell the members where they are going; the members will collectively make decisions on how to get where they are going, and anything else the majority wants to do along the way.
        3. Revisiting the last trip.  The board will review the “last trip”, or the last meeting, and approve minutes the Secretary presents.
      4. Step 4: Taking the Trip
        1. Where do we want to go?  – Main Motions
          1. Make a motion
          2. Support the motion
          3. President restates the motion
          4. Debate the pros and cons of the motion
          5. Vote on the motion
          6. Motions to help facilitate the decision – the Privileged Ones
            1. Fix the time to adjourn – set a time to end the meeting
            2. Adjourn – ends the meeting, always in order
            3. Recess – take a break
            4. Raise a Question of Privilege
            5. Call for Orders of the Day
          7. Motions to help facilitate the decision – the Subsidiary Ones
            1. Present Motion
            2. Previous questions
            3. Limit or extend limits of debate (for 1 hour)
            4. Postpone to a definite time (until 2 PM)
            5. Commit or Refer (refer to a committee to decide)
            6. Amend: to change a motion under consideration.
            7. Postpone indefinitely – kills the motion
  1. Ground Rules for Meetings
    1. Bylaw Provisions
      1. For Membership Meetings
        1. Notice Requirements.  Unless you consent to waive it, you have a right to be informed, in advance and in writing, of all board meetings.
        2. Quorum Requirements.  A quorum is a minimum number of members of a body that uses parliamentary procedure necessary to conduct the business of that group.
          1. Robert’s Rules provide that “when a chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present.”
          2. In the absence of a quorum, any business transacted is null and void, except for actions which can legally be taken such as to fix the time to adjourn, recess, or take measures to obtain a quorum.
          3. Proxies: Proxies are procedures where one member can delegate another member to vote in his absence.  The designated person is called a “proxy” and the person designating him is called a “principal.”
          4. Special Matters
            1. Amendments to 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.  Bylaws should never be changed as long as a minority greater than one-third disagrees with the proposal.  Proper notice for a bylaw amendment contains three fundamental components:
              1. The proposed amendment, precisely worded
              2. The current bylaw
              3. The bylaw as it will read if the amendment is adopted
              4. Removal of Directors: The removal of directors is voted upon by the shareholders in general meeting or through a proxy statement.
                1. Directors must exercise their powers for a proper purpose, use unfettered discretion, and avoid any conflicts of duty and interest.  In addition, Directors must not, without the informed consent of the company, use for their own profit the company’s assets, opportunities, or information.
    2. Election Procedures:  Election of new directors to the board and re-election of existing directors usually takes place at the Annual Membership Meeting.  The manner in which directors can be nominated, and in which votes can be cast, is dictated in the bylaws.
  1. Mechanics of the Annual Membership Meeting
    1. The coop is required to have an Annual Membership Meeting.  Bylaws set the date and place, and specify the procedure for notification of members, determination of quorum, and adjournment of the meeting when a quorum is not present.  Voting rights and procedures are also described in detail in the bylaws, as are methods of appointing proxies.
    2. Purpose of the Annual Meeting
      1. Election: Coop members elect the board of Directors
      2. Member Participation: Co-op Members choose which committees they will be on
      3. Communication and Education: The treasurer reports on the coop’s finances; the President reports on the workings of the board, and each committee reports on its accomplishments over the year
      4. Planning and Goal Setting: Members discuss and determine which things are important for the coop to accomplish in the coming year, and what goals the coop will set for itself.
    3. Board Meeting Agenda:  In order for any meeting to be effective, there must be an agenda.  Planning the board meeting agenda is a major responsibility of the board President.  The agenda should include
      1. Approval of minutes from last board meeting
      2. Approval of meeting agenda
      3. Reports from board officers, committees or management company
      4. Old & New business
      5. Review of Action items
      6. Date of next board meeting
      7. Meeting evaluation
      8. Adjournment

Roles and Duties within the Meeting

  1. Roles of the Officer During the Meeting
    1. The President:  More than any other director, the President must exhibit the essential characteristics of vision, focus with perspective, open-mindedness and thoughtfulness.  Only the President can be empowered to represent the board between board meetings.  An effective President is a strong facilitator and consensus builder.  The President discerns the coop’s most pressing needs, sets goals, and then attains them.
      1. Meeting Facilitator:  Key responsibilities include beginning and ending the meeting on time; keeping the meeting focused on results, moving, and to keep discussion on track and balanced.  The facilitator should summaries, encourage all participants to contribute, and to point out areas of agreement.
      2. The Vice President: The Vice President presides at all meetings in the absence of the President, or at the President’s request, and performs duties delegated by either the board or the President.  Often, the Vice President will chair one of the committees.
      3. The Treasurer:  The job of the Treasurer is to oversee the timely and accurate collection and disbursement of the cooperative’s funds.  This includes making sure that the coop’s financial records are timely and accurate at all times.  The Treasurer also drafts an annual budget for board and member approval prior to beginning of fiscal year; and files federal and state tax returns.
      4. The Secretary: The Secretary makes sure the agenda is posted for the membership, and keeps a true record of the proceedings of all meetings of the directors and members.  The Secretary is responsible for posting meeting notices, typing correspondence, updating membership and resident list and maintaining corporate records.
        1. Keeping Minutes: The Secretary should record ideas and suggestions made by participants, record agreements and decisions reached, and seek out clarification when necessary.
      5. Participants:  Other directors and members should contribute to the meeting in a constructive way; share information that is useful; listen carefully to other points of view, and pay attention to both task and process functions.
    2. Duties of the Directors
      1. Directors are fiduciaries that are legally obligated to make decisions in the best interest of the corporation as a whole.  They are given access to confidential information to assist them in making such decisions.  There are two recognized legal duties associated with this role as a fiduciary
        1. Duty of Loyalty:  The Director is required to put the Cooperative’s interest above his or her own.  To fulfill this standard the Director must avoid conflicts of interest, or self dealing.
        2. Duty of Care:  The Director must pay attention to details, ask questions, and make the best decision for the Cooperative.  It means doing the homework, reading the minutes, preparing for meetings, and educating oneself.