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Test Yourself Questions & Answers
&Questions Answers
The intent of this column is to provide general answers or advice (not formal, official opinions) about the questions asked. The answers are based on the most recent edition of Robert’s Rules of Order Newly Revised, unless otherwise indicated, and do not take into account such governing authorities as statutes, bylaws, adopted special rules of order, other parliamentary authorities, or earlier editions, except as specifically mentioned.
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The abbreviations used in these questions and answers are explained in National Parliamentarian Vol. 81, No. 2, Winter 2020, p. 24.
Questions should be emailed to npquestions@nap2.org.
Reports Attached to Minutes
QQuestion 17: I’m the newly elected secretary of a contentious club. Past
minutes, as taken by different secretaries, vary. Some attach copies of officer and committee reports, some include the report in the body, and some just mention that a report was given. What’s the right practice?
ANSWER:
You are wise to seek consistent and correct practice. Robert’s Rules of
Order Newly Revised, 12th Edition (RONR) is an essential tool for any conscientious secretary, as it contains the rules for drafting (see RONR (12th ed.) 48:2-7), and for approving minutes of a meeting, RONR (12th ed.) 41:9, as well as sample minutes (see RONR (12th ed.), 48:8).
For regular meetings, if the assembly is small, the complete substance of oral committee reports, which should be brief, are included in the minutes.
RONR (12th ed.) 48:4(8) and 51:60. The treasurer’s report may be simply a verbal statement of the cash balance on hand or the balance minus outstanding obligations. RONR 48:20. In larger assemblies, committee reports should be submitted in writing and may be attached to the minutes.
RONR (12th ed.) 51:23.
When voting is by ballot, the complete tellers’ report is included in the minutes. RONR (12th ed.) 48:5(1)(b).
When a committee report is of great importance or should be recorded to show the legislative history of an issue, the assembly can order that it be
“entered in the minutes.” In this case, the secretary either incorporates the entire report or attaches it. RONR (12th ed.) 48:5(5).
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In connection with an annual meeting or convention, there may also be other reports that become the official record of the organization by adoption of the report by the assembly. An example is adoption of a historian’s report. RONR (12th ed.) 48:27.
Tellers’ Quorum
QQuestion 18: Many organizations at their conventions now use electronic
methods of voting in a business meeting, including using a keypad device to vote for officers. In such cases members do not leave their place, and voting is accomplished quickly before the particular meeting is adjourned.
However, some groups still adjourn the business meeting to allow delegates to go to a polling room to cast their paper ballot. A tellers’ committee prepares its report, and the results are reported at the next convention meeting which could either be later that day or the next day.
Since delegates are voting in a polling place which takes place outside of an actual meeting (that is, between meetings of the convention), what requirements, if any, are needed to ascertain a quorum? It is conceivable that the total number of ballots cast might be less than the quorum established at the meeting just prior to opening the polls. For example, a number of delegates skipped the voting process for whatever reason, and caused the total number of ballots cast to be less than the quorum established at the most recent meeting. Would that nullify the results of the election?
ANSWER:
No, if a quorum was verified immediately before adjourning to vote, if less votes are cast than the quorum, the results of the election are not nullified.
Those members who fail to cast a vote are abstaining, and the impact is the same as if they abstained from voting during the business meeting.
A quorum is defined as the minimum number of members who must be present at the meetings of a deliberative assembly for business to be validly transacted. RONR (12th ed.) 3:3. “Quorum” is a concept related to a business meeting. For a convention, unless the bylaws provide otherwise, a quorum is a majority of those who have registered for the convention in attendance, even if some have departed. RONR (12th ed.) 3:4.
An important and related concept is that no member may be compelled to vote. RONR (12th ed.) 45:3. Members have a right to abstain. In the case of polling places apart from the convention, as referenced in RONR (12th ed.) 46:31(1), members may abstain by not going to the polling place at all or by casting a blank ballot. During business meetings, members may abstain
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by not voting, whether the vote be taken by voice, by rising/show of hands, paper ballot, or by device. Because members may simply choose not to vote, it is entirely possible to have less total votes cast than the quorum for the business meeting. The tellers (and the assembly) should be well aware of the number necessary to elect an individual to office or to adopt a motion. This is usually a majority vote. The tellers’ report does not indicate the number eligible to vote, nor does it include abstentions. Further rules and correct language for tellers’ reports are found in RONR (12th ed.) 45:38. In any event, a quorum must be present when the tellers’ report is received and when the chair declares the candidates elected, this being the assembly’s opportunity to raise any points of order regarding the vote, and to decide any questions raised by the election process, such as assigning an office to an individual who has received a majority for multiple offices. RONR (12th ed.) 46:31(1), or determining how to record doubtful ballots RONR (12th ed.) 45:33. This is also the point at which the assembly would ballot again for any offices left unfilled or schedule the time and place for such additional balloting, if not already provided for in the program.
Governing Documents
QQuestion 19: Our organization has adopted quite a lot of governing
documents over a period of many years. We are working hard to make our rules sensible, clear, and easy to find.
Our lawyer often indicates provisions should be in the bylaws, our executive director prefers inclusion in our Standard Operating Procedure (SOP), while our member parliamentarian keeps mentioning another document, Standing Rules. Our bylaws committee is working on restructuring our governing documents, but we are unclear on what should be included in our bylaws, in our policy or SOP, or in Standing
Rules. Please give some direction.
ANSWER:
It is essential that a voluntary organization adopt and follow its rules. The importance of the rules can vary widely, and the need for flexibility varies as well. For this reason, parliamentary law recognizes several types of governing documents. A clear outline of the various types of documents is contained in
Robert’s Rules of Order Newly Revised, 12th Edition, (RONR) 2.
If the organization is incorporated, there will be laws for the state of incorporation that must be followed. Otherwise, the most significant
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governing document for most societies is its bylaws. The bylaws should contain the basic rules of the society. The bylaws should contain those rules the society considers so important they can only be changed with notice and a high voting threshold, and which cannot be suspended (except for the rare exceptions of a rule that provides for its own suspension or a rule in the nature of a rule of order). RONR specifically enumerates that bylaws will contain the name of the organization, its object, membership, officers, meetings, executive board (if chosen), committees, parliamentary authority, and the process to amend the bylaws. Sample bylaws are included in RONR (12th ed.) 56:58 et seq. The category of Standard Operating Procedure (often referred to as SOP or as “policy”) is not mentioned in parliamentary authorities. If this is a document created by staff or by volunteers, but has not been adopted by the membership (or the entity having authority to adopt rules), it is a type of custom. “Custom” is a practice that is followed by an organization as if it were almost a rule. If there is no conflict with a rule adopted by the society, the customary policy may be followed. If there is a conflict, however, the rules that have been formally adopted must be followed. RONR (12th ed.) 2.25. Standing Rules contain details of the administration of the organization. Such rules may be adopted or amended as the need arises and will vary greatly among organizations. An example of a standing rule would be to list the time of meetings or the use of a sign-up sheet. Standing rules are adopted or amended by majority vote as the need arises. An adopted standing rule remains in effect until it is rescinded or amended but it may be suspended for a particular session. RONR (12th ed.) §2.23. Members are entitled to full and free access to their governing documents so that they are aware of the rules in order to participate fully. Members should be informed that they may amend their governing documents as needed in order to formally adopt the rules they wish to follow.
Alison Wallis, PRP Q&A Research Editor Ann Homer, PRP Assistant Q&A Research Editor Rachel Glanstein, PRP Parliamentary Consultant Timothy Wynn, PRP Parliamentarian
