1:1 A deliberative assembly—the kind of gathering to which parliamentary law is generally understood to apply—has the following distinguishing characteristics:
• It is a group of people, having or assuming freedom to act in concert, meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire group.
• The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants.1
• Persons having the right to participate—that is, the members—are ordinarily free to act within the assembly according to their own judgment.
• In any decision made, the opinion of each member present has equal weight as expressed by vote—through which the voting member joins in assuming direct personal responsibility for the decision, should his or her vote be on the prevailing side.
• Failure to concur in a decision of the body does not constitute withdrawal from the body.
• If any members are absent—as is usually the case in any formally organized assembly such as a legislative body or the assembly of an ordinary society—the members present at a regular or properly called meeting act for the entire membership, subject only to such limitations as may be established by the body’s governing rules (see Quorum of Members, however, 3:3–5; also 40).
1:2 The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above.
1:3 The distinction should be noted between the assembly (that is, the body of people who assemble) and the meeting (which is the event of their being assembled to transact business). The relation between these terms, however, is such that their application may coincide; a “mass meeting,” for example, is described below as one type of assembly. The term meeting is also distinguished from session, according to definitions stated in 8. A session may be loosely described as a single complete course of an assembly’s engagement in the conduct of business, and may consist of one or more meetings.
1:4 A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. Some organized societies define additional classes of “membership” that do not entail all of these rights. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as “voting members” when it is necessary to make a distinction.
1:5 A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are. Most assemblies operate subject to one or more classes of written rules, however, that the particular body—or, sometimes, a higher authority under which it is constituted—has formally adopted. Taken as a whole, such rules may relate to the establishment of the organization or society of which the assembly is the meeting body, they may interpret or supplement the general parliamentary law, or they may involve provisions not directly related to the transaction of business. The classes of rules that an assembly or an organization may adopt and the position that the rules in this book assume within such a body’s overall system of rules are initially explained in 2. Aside from rules of parliamentary procedure and the particular rules of an assembly, the actions of any deliberative body are also subject to applicable procedural rules prescribed by local, state, or national law and would be null and void if in violation of such law.2
1:6 The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval—implying assumption of responsibility for the act—must be registered by more than half of the members present and voting on the particular matter, in a regular or properly called meeting of the body (see also 44:1–2). Modifications of the foregoing principle that impose a requirement of more than a majority vote arise: (a) where required by law; (b) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership.
1:7 When a decision is to be based on more than a majority, the requirement most commonly specified is a two-thirds vote—that is, the expressed approval of at least two thirds of those present and voting. Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the “call” of the meeting at which it is to be considered (see also 10:44–51). The call of a meeting is a written notice of its time and place that is sent to all members of the organization a reasonable time in advance. Other bases for decision which find use in certain cases are defined in 44, such as a majority of the entire membership—that is, more than half of all the members.
1:8 Whenever the rules of an assembly require a majority vote, a two-thirds vote, or any other basis for decision, it must be understood that, unless otherwise specified in the rules (as in the case of certain procedural actions), such a vote is effective only if taken when the necessary minimum number of members, known as a quorum, is present (see 3:3–5; also 40).
1:9 The deliberative assembly may exist in many forms. Among the principal types that it is convenient to distinguish for the purposes of parliamentary law are: (1) the mass meeting; (2) the assembly of an organized society, particularly when meeting at the local or lowest subdivisional level; (3) the convention; (4) the legislative body; and (5) the board. A brief introductory explanation of the five principal types of deliberative assembly is given below.
1:10 The Mass Meeting. The mass meeting is the simplest form of assembly in principle, although not the one most frequently encountered. A mass meeting is a meeting of an unorganized group that is announced as open to everyone (or everyone within a specified sector of the population) interested in a particular problem or purpose defined by the meeting’s sponsors, and that is called with a view to appropriate action to be decided on and taken by the meeting body. A series of connected meetings making up a session may be held on such a basis. The class of persons invited might be, for example, supporters of a given political party, homeowners residing within a certain city, persons opposed to a tax increase, or any similar group. Admittance may be limited to the invited category if desired. Everyone who attends a mass meeting has the right to participate in the proceedings as a member of the assembly, upon the understanding that he is in general sympathy with the announced object of the meeting.
1:11 It should be noted that a large attendance is not an essential feature of the mass meeting, although it may usually be desired. A series of meetings held for the purpose of organizing a society are in the nature of mass meetings until the society has been formed.
1:12 Mass meetings are particularly treated in 53.
1:13 The Local Assembly of an Organized Society. The assembly at the meetings of an organized permanent society existing as a local club or local branch is the type of assembly with which the average person is most likely to have direct experience. As the highest authority within such a society or branch (subject only to the provisions of the bylaws or other basic document establishing the organization), this body acts for the total membership in the transaction of its business. Such an assembly’s membership is limited to persons who are recorded on the rolls of the society as voting members and who are in good standing.3 The bylaws of an organized local society (see 2:8–13) usually provide that it shall hold regular meetings at stated intervals—such as weekly, monthly, quarterly, or sometimes even annually—and also usually provide a procedure for calling special meetings as needed (see 9:13–16). Each of these meetings in such an organization normally is a separate session (8).
1:14 The Convention. A convention is an assembly of delegates (other than a permanently established public lawmaking body) chosen, normally for one session only, as representatives of constituent units or subdivisions of a much larger body of people in whose name the convention sits and acts.
1:15 The most common type of convention is that of an organized state or national society—held, for example, annually or biennially—in which the delegates are selected by, and from among the members of, each local branch. A convention is sometimes also called for the purpose of forming an association or federation; or, like a mass meeting, it may be convened to draw interested parties or representatives of interested organizations together in acting upon a common problem. The ordinary convention seldom lasts longer than a week. In principle, however, there is no limit on the length of the convention session. A constitutional convention, for example—convoked to draft a proposed new state constitution—may continue for weeks or months.
1:16 The voting membership of a convention consists of persons who hold proper credentials as delegates or as persons in some other way entitled to such membership, which must be certified and reported to the convention by its Credentials Committee. Whenever the term “majority of the entire membership” is used in this book, it means, in the case of a convention of delegates, a majority of the total number of convention members entitled to vote, as set forth in the official roll of voting members of the convention (44:9(b), 59:25).
1:17 The conclusion of the convention session normally dissolves the assembly. In the case of a state or national society, when another convention convenes a year or two later, it is a new assembly.
1:18 Conventions are particularly treated in 58, 59, and 60.
1:19 The Legislative Body. The term legislative body refers to a constitutionally established public lawmaking body of representatives chosen by the electorate for a fixed term of office—such as Congress or a state legislature. Such a body typically (though not always) consists of two assemblies, or “houses.” Its sessions may last for months, during which it meets daily and its members are paid to devote their full time to its work and can be legally compelled to attend its meetings.
1:20 Each state or national legislative assembly generally has its own well-developed body of rules, interpretations, and precedents, so that the exact procedure for a particular legislative house can be found only in its own manual.
1:21 In this connection, however, it should be noted that certain smaller public bodies may serve a lawmaking function yet not assume the character of a full-scale legislative assembly, and instead may somewhat resemble a board or the assembly of a society. An example of such a body might be a city council that meets weekly or monthly and whose members continue their own full-time occupations during their term of service.
1:22 The Board. A board, in the general sense of the term, is an administrative, managerial, or quasi-judicial body of elected or appointed persons that differs from several of the other principal types of deliberative assembly as follows:
a) boards are frequently smaller than most other assemblies; and
b) while a board may or may not function autonomously, its operation is determined by responsibilities and powers delegated to it or conferred on it by authority outside itself.
1:23 A board may be assigned a particular function on behalf of a national, state, or local government, as a village board that operates like a small city council, a board of education, or a board of examiners. In a nonstock corporation that has no assembly or body of persons constituting a general voting membership, as a university or foundation, the board of directors, managers, trustees, or governors is the supreme governing body of the institution. Similarly, in a stock corporation, although the board of directors is elected by stockholders who hold an annual meeting, it constitutes the highest authority in the management of the corporation. A board within an organized society, on the other hand, is an instrumentality of the society’s full assembly, to which it is subordinate. Boards are discussed in greater detail in 49.
1:24 The distinction between a board and a committee must be briefly noted here for an understanding of what follows. A board of any size is a form of assembly as just explained. Committees, on the other hand, are bodies that are often, but not necessarily, very small, and that are subordinate instruments of an assembly or are accountable to a higher authority in some way not characteristic of an assembly. Large boards generally follow parliamentary procedure in the same way as any other assembly. In small boards, and in committees, most parliamentary rules apply, but certain modifications permitting greater flexibility and informality are commonly allowed (see 49:21, 50:25–26). The distinguishing characteristics of boards and committees are discussed in 49 and 50.
2:1 An organized society requires certain rules to establish its basic structure and manner of operation. In addition, a need for formally adopted rules of procedure arises in any assembly, principally because there may be disagreement or a lack of understanding as to what is parliamentary law regarding points that can affect the outcome of substantive issues.
2:2 Experience has shown that some of the rules of a society should be made more difficult to change, or to suspend—that is, to set aside for a specific purpose—than others. Upon this principle, the rules which an established organization may have are commonly divided into classes—some of which are needed by every society, while others may be required only as conditions warrant. Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.
2:3 The various kinds of rules which a society may formally adopt include the following: Corporate Charter, Constitution and/or Bylaws, Rules of Order (which include a standard work on parliamentary law adopted as the society’s Parliamentary Authority, and any Special Rules of Order), and Standing Rules. Each of these types of rules is discussed below. (For a more complete treatment of constitution and/or bylaws, see 56 and 57.)
2:4 In matters not governed by any adopted rule, a society may be guided by established custom, also discussed below.
2:5 The Corporate Charter (in different states variously called the Certificate of Incorporation, Articles of Incorporation, Articles of Association, etc.) is a legal instrument that sets forth the name and object of the society and whatever other information is needed for incorporating the society under the laws of the particular state—or under federal law in the case of a few special types of organizations. Incorporation is sometimes necessary or may be advisable, depending upon the differing laws of each state, if the organization is to hold property, inherit a legacy, make legally binding contracts, hire employees, be in a position to sue or be sued as a society, protect its officers and members from personal liability, or the like. Apart from this consideration, in general, a society need not be incorporated unless incorporation is dictated by a law relating to the society’s contemplated activities.
2:6 A corporate charter should be drafted by an attorney and must then be processed in accordance with the legal procedure for incorporation in the state (or under federal law if applicable). Any later amendments (that is, changes in the charter) are subject to the requirements of law and any limitations placed in the charter itself.
2:7 In an incorporated organization, the corporate charter supersedes all its other rules, none of which can legally contain anything in conflict with the charter. Nothing in the charter can be suspended by the organization itself unless the charter or applicable law so provides. For these reasons, a corporate charter generally should contain only what is necessary to obtain it, and to establish the desired status of the organization under law—leaving as much as possible to the bylaws or to lower-ranking rules if appropriate in accordance with the principles explained below and in 56.4
2:8 In general, the constitution or the bylaws—or both—of a society are the documents that contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. In the ordinary case, it is now the recommended practice that all of a society’s rules of this kind be combined into a single instrument, usually called the “bylaws,” although in some societies called the “constitution”—or the “constitution and bylaws,” even when it is only one document. The term bylaws, as used in this book, refers to this single, combination-type instrument—by whatever name the particular organization may describe it—which:
1) should have essentially the same form and content whether or not the society is incorporated (except for the omission or inclusion of articles on the name and object as noted below);
2) defines the primary characteristics of the organization—in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one;
3) prescribes how the society functions; and
4) includes all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified conditions, or clauses in the nature of rules of order as described in 2:14; see also 25:7–13 and 56:50–56).
2:9 While the number of articles in the bylaws will be determined by the size and activities of the organization, the general nature of the subjects covered will be indicated by the following list of articles, typical of those found in the bylaws of the average unincorporated society: (1) Name of the organization; (2) its Object; (3) Members; (4) Officers; (5) Meetings; (6) Executive Board (if needed); (7) Committees; (8) Parliamentary Authority (that is, the name of the manual of parliamentary procedure that the organization is to follow; see below); and (9) Amendment of Bylaws (prescribing the procedure for making changes in the bylaws). If the society is incorporated, its name and its object are usually set forth in the corporate charter, in which case the first two articles listed above should be omitted from the bylaws. The appropriate content of bylaws is discussed in detail in 56.
2:10 It formerly was common practice to divide the basic rules of an organization into two documents, in order that one of them—the constitution—might be made more difficult to amend than the other, to which the name bylaws was applied. In such a case, the constitution would generally contain the most essential provisions relating to the first five items listed in the preceding paragraph (leaving additional details to the bylaws), and would prescribe the procedure for amending the constitution. Such an arrangement may still be found in cases where a national, state, or local law applying to the particular type of organization requires a constitution separate from the bylaws, or in older organizations that have had little occasion to change their existing rules. Unless the constitution is made more difficult to amend than the bylaws, however, no purpose is served by separating these two sets of rules.
2:11 In an incorporated society there generally should not be a constitution separate from the bylaws, since in such a case the constitution would duplicate much of the corporate charter. Although it is not improper, in an unincorporated society, to have both a constitution and bylaws as separate documents (provided that the constitution is made more difficult to amend), there are decided advantages in keeping all of the provisions relating to each subject under one heading within a single instrument—which results in fewer problems of duplication or inconsistency, and gives a more understandable and workable body of rules.
2:12 Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one. In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws.
2:13 The bylaws, by their nature, necessarily contain whatever limitations are placed on the powers of the assembly of a society (that is, the members attending a particular one of its meetings) with respect to the society as a whole. Similarly, the provisions of the bylaws have direct bearing on the rights of members within the organization—whether present or absent from the assembly. It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted as explained below. A member should become familiar with the contents of these rules if he looks toward full participation in the society’s affairs.
2:14 The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise.
2:15 In contrast to bylaws, rules of order derive their proper substance largely from the general nature of the parliamentary process rather than from the circumstances of a particular assembly. Consequently, although the tone of application of rules of order may vary, there is little reason why most of these rules themselves should not be the same in all ordinary societies and should not closely correspond to the common parliamentary law. The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization’s parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual. However, if the bylaws of a society do not designate a parliamentary authority, one may be adopted by the same vote as is required to adopt a special rule of order, although it is preferable to amend the bylaws. In a mass meeting or a meeting of a body not yet organized, adoption of a parliamentary authority (or individual rules of order) may take place at the beginning of the meeting by majority vote.
2:16 Special rules of order supersede any rules in the parliamentary authority with which they may conflict.5 The average society that has adopted a suitable parliamentary authority seldom needs special rules of order, however, with the following notable exceptions:
• It is sometimes desirable to adopt a rule establishing the society’s own order of business (see 3:16).
• A rule relating to the length or number of speeches permitted each member in debate is often found necessary.
• A society with a small assembly—such as one having a dozen or fewer members—may wish to adopt a rule that its meetings will be governed by some or all of the somewhat less formal procedures applicable to small boards (see 49:21).
2:17 Special rules of order are usually adopted in the form of resolutions (4:4–5, 10:13–23), but when they are printed, the enacting words (such as “Resolved, That”) are normally dropped.
2:18 When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization. What another manual may have to say in conflict with the adopted parliamentary authority then has no bearing on the case. In matters on which an organization’s adopted parliamentary authority is silent, provisions found in other works on parliamentary law may be persuasive—that is, they may carry weight in the absence of overriding reasons for following a different course—but they are not binding on the body.
2:19 Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority.
2:20 Any special rules of order are adopted separately from the bylaws. It is advisable that they be printed in the same booklet with, but under a heading separate from, the bylaws. Although rules in the nature of special rules of order are sometimes placed within the bylaws—as occurs most frequently when a society prescribes its own order of business—such an arrangement is less desirable, since it may lead to cases of uncertainty as to whether a particular rule can be suspended.
2:21 Rules of order—whether contained in the parliamentary authority or adopted as special rules of order—can be suspended by a two-thirds vote as explained in 25 (with the exceptions there specified). Rules clearly identifiable as in the nature of rules of order that are placed within the bylaws can (with the exceptions specified in 25) also be suspended by a two-thirds vote; but, except for such rules and for clauses that provide for their own suspension, as stated above, rules in the bylaws cannot be suspended.
2:22 Adoption or amendment of special rules of order that are separate from the bylaws requires either (a) previous notice (10:44–51) and a two-thirds vote or (b) a vote of a majority of the entire membership. After the bylaws of a society have been initially adopted when the organization is formed, the adoption or amendment of special rules of order placed within the bylaws is subject to the procedure for amending the bylaws (see 57).
2:23 Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society. An example of such a rule might be one setting the hour at which meetings are to begin, or one relating to the maintenance of a guest register. Standing rules generally are not adopted at the time a society is organized, but individually if and when the need arises. As with special rules of order, it is advisable for standing rules to be printed under a separate heading in the booklet containing the bylaws, and in such a case, any enacting words such as “Resolved, That” are normally dropped. A standing rule can be adopted by a majority vote without previous notice, provided that it does not conflict with or amend any existing rule or act of the society. (For the vote required for rescinding or amending such a rule, see 35:2(7).) A standing rule remains in effect until rescinded or amended, but if it has its application only within the context of a meeting, it can be suspended at any particular session (although not for future sessions) by a majority vote. Rules that have any application outside a meeting context, however, cannot be suspended.
2:24 Standing rules in conventions differ from ordinary standing rules in some respects, as explained in 59:27–37. Some assemblies, particularly legislative bodies, also apply the name standing rules to their rules of order. Whatever names an assembly may apply to its various rules, the vote required to adopt, amend, or suspend a particular rule is determined by the nature of its content according to the definitions given above.
2:25 In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it.
1. A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36).
2. If the assembly is itself a lawmaking body, its actions are subject to applicable law of a higher authority—as, for example, the acts of a state legislature in the United States, which must not be in conflict with the constitution of that state, with national law, or with the national constitution.
3. Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see 45:1, 56:19). If only some of an individual’s rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote).
4. The word charter may also refer to a certificate issued by a national or state organization, granting the right to form a particular local or subordinate unit. While such a charter is not an instrument of incorporation and is usually quite general in its terms, it supersedes any rules the subordinate body may adopt, because it carries with it the requirement that the subordinate unit adopt no rules that conflict with those of the grantor.
5. However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule.