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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.
The abbreviations used in these questions and answers are explained in National Parliamentarian Vol. 81, No. 2, Winter 2020, p. 24.
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Questions should be emailed to npquestions@nap2.org.
Vote Against Approving Minutes
QQUESTION 20: Can a member vote against approving the minutes? ANSwER: RONR (12th ed.) 41:9-12 and 48:9-15 sets forth the procedures to approve the minutes. The chair will start the minutes approval process by calling for the secretary to read the minutes, or if the minutes are circulated ahead of time, the chair announces that fact.
It is not necessary to make a formal motion to approve the minutes, although it’s not out of order; usually the chair asks, “Are there any corrections to the minutes?”
Corrections are often handled by unanimous consent, but if there is an objection to a proposed correction, then the proposal is handled as an amendment to a main motion. Once all proposed corrections have been taken care of, and there is no further response to the chair asking for any (further) corrections, the chair declares the minutes approved as read or corrected.
RONR (12th ed.) 41:11 provides that “the minutes are thus approved without any formal vote, even if a motion for their approval has been made,” and that the “only proper way to object to the approval of the secretary’s draft of the minutes is to offer a correction to it.” In addition, in the table of rules relating to motions found on tinted page 18, # 47, it expressly states, under the vote required to adopt minutes, that such
“is not voted on.” Furthermore, if a member feels that further investigation or revising to correct the minutes is needed, a motion to refer the minutes to a committee or to postpone the approval to a certain time could be adopted.
A member who was absent from the meeting may still participate in the correction and approval of the minutes. RONR (12th ed.) 41:11.
For these reasons, a member can’t vote against approving the minutes. Instead, he or she can offer a correction, make a motion to refer the minutes to a committee, or postpone their approval. Even if the member was not present at the meeting in question, he or she can’t vote against the approval of the minutes of that meeting.
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Small Board Rules
QQUESTION 21: we have a question about the application of small board rules.
we have a board of twenty directors with a quorum of eleven. when all directors are present, we all agree that the more formal rules apply. when we have eleven or twelve directors present, some members would like the “small board” rules to apply while others feel we should have consistent meeting practices from meeting to meeting, regardless of attendance. we have experienced confusion from lack of consistent practices and, there have been disputes on the chair’s ability to speak in debate in some meetings but not others. Is there a best practice?
ANSwER: Skillful application of parliamentary procedure can accommodate some flexibility along with consistency. One such practical application is the use of small board rules. RONR provides that at a board meeting with “not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business.” RONR (12th ed.) 49:21. This language instructs that small board rules apply if attendance is “about a dozen.” As worded, small board rules apply if attendance is about a dozen. Use of the term “about a dozen” leaves some room for interpretation and individualization.
The rules for small boards that differ from larger meetings include: 1. Members may raise a hand instead of rising when seeking recognition and may remain seated while speaking. 2. Motions need not be seconded. 3. There is no limit to the number of times a member may speak to a debatable motion. 4. Informal discussion of a motion can be made while no motion is pending. 5. When a proposal is clear to all, a vote can be taken without a formal motion. 6. The chairman need not rise when putting a question to a vote. 7. If the chairman is a member, he may speak in debate and vote.
RONR (12th ed.) 49:21.
A board may also adopt its own special rules of order or standing rules if they do not conflict with the society’s rules. RONR (12th ed.) 49:15. Henry M. Robert himself observed that, “How far the formalities of ordinary assemblies may be dispensed with to advantage is a question to be decided by the board or the executive committee itself.” Parliamentary Law, p. 251. Ultimately, the choice to use small board rules or more particular, special rules adopted by the board, rests with the board.
In your case, it may be wise for the board to consider adopting special rules that apply to all meetings regardless of how many board members are in attendance.
The National Association of Parliamentarians has a Special Rule of Order that the usual rules for small boards under the current edition of Robert’s Rules of Order Newly
Revised shall apply to board meetings. (NAP Operational Policies and Procedures
Manual 10.1.02(A).) Adoption of such a rule would achieve consistency in practice between meetings.
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As a practical matter, if no special rules are adopted for your board, a member may tactfully inquire if small board rules are being followed in the day’s meeting. Also, in opening the meeting, a wise chair may note that the meeting will be conducted under the rules for small boards. A brief refresher on what the small board rules are is very helpful, especially to new members, as well.
Online Chair
QQUESTION 22: Our condominium association bylaws do not allow for electronic
meetings of the association. However, we are located in an area that still has pandemic governmental orders in effect regarding capacity limits and mask usage for association meetings. The board has come up with a way for all owners to be able to watch and listen online from their apartments, and just come to the meeting room during any voting, or if they wish to make motions or speak in debate.
In the past, the president and vice-president have usually agreed to have the parliamentarian chair the meeting, and the owners did not object to this procedure.
For this year, it was asked if they could have the parliamentarian chair the meeting online from her office rather than coming to the building. Is this allowable by the rules?
ANSwER: A meeting is a gathering of members in one room or area to transact business, per RONR (12th ed.) 8:2; additionally, RONR (12th ed.) 9:30 requires that electronic meetings must be authorized in the bylaws. Members must be present in order to transact business, and must be present to make motions, speak in debate, and vote.
However, an invited temporary presiding officer who is not a member is not specifically required by the rules to be present in the meeting room; that non-member would not be making motions, speaking in debate, or voting. Therefore, that chair would not have to be present at the meeting as is required for members.
RONR (12th ed.) 47:13 provides that if the president and vice-president do not object, the association can adopt an incidental main motion to have a non-member serve as presiding officer for all or part of a meeting (or they can suspend the rules to do so). It follows that the association could also approve the chair handling the meeting remotely.
In conclusion, there is no rule that requires a non-member presiding officer to be present to chair the meeting, as long as the association approves the appointment (and it’s suggested to have the association approve that the chairing be done remotely as well).
Alison Wallis, PRP Q&A Research Editor Ann Homer, PRP Assistant Q&A Research Editor
Rachel Glanstein, PRP Parliamentary Consultant Timothy Wynn, PRP Parliamentarian
