B. Members’ Copies of the Rules
A formal group with a continuing existence that makes decisions democratically at meetings needs rules dealing both with its own organization and purposes and with the procedure to be followed at its meetings.
1. Law
If any federal, state, or local law governs the procedure of an organization (as is commonly true when a group is incorporated), that law supersedes any conflicting provision in any of the organization’s rules. For example, under RONR a board can make decisions only in meetings, so that there is the possibility of debate and amendment before action is taken. [RONR (12th ed.) 49:16.] For groups incorporated in some states, however, the state corporation code authorizes decisions agreed to by every member of the board separately, without a board meeting being held. [RONR (12th ed.) 2:2.]
2. Corporate Charter
If and only if an organization is incorporated, the law of the state under which it is incorporated generally requires it to have a corporate charter. What this must contain, which varies from state to state, is established by law. [RONR (12th ed.) 2:5–7.]
3. Bylaws or Constitution
In the majority of groups, the highest level of rules is contained in a document of the organization called the bylaws. Less commonly, organizations have a “constitution” instead of bylaws.1 The bylaws contain the group’s own basic rules relating principally to itself as an organization. They:
—describe the group’s purpose;
—spell out the qualifications and method of selection of members;
—provide for officers, committees, and meetings (including the quorum); and
—may set up an executive board or board of directors.
Bylaws should include provisions for their own amendment that require previous notice of proposed amendments and at least a two-thirds vote for them to be adopted. Drafting and adopting bylaws is an essential step in forming a new organization. When adopting or amending bylaws, it is necessary to consult RONR (12th ed.) 56:1–68, 57:1–19.
The activity of an organization must be conducted in compliance with its bylaws, and a main motion that violates them is not in order. [RONR (12th ed.) 2:8–13, 10:26(1).]
4. Rules of Order
The regulation of the conduct of business in meetings is the function of rules of order. While bylaws must be written specifically for each different organization, in most respects rules for the conduct of meetings can be almost entirely the same from group to group. Indeed, people who belong to more than one group would find it very difficult if it were necessary to use a wholly different set of rules for the conduct of meetings for each group.
Normally, groups clearly identify the rules of order for their meetings by adopting in their bylaws the rules found in a well-established manual on the subject, which is then known as the organization’s parliamentary authority (see p. 100). When the group finds a need to vary those rules for its own particular purposes, it then adopts special rules of order that supersede any conflicting rules in the book. (To take a common example, many groups adopt a special rule of order that sets tighter limits for debate, such as three minutes per speech rather than ten.)
Rules of order are intended to have stability from meeting to meeting. For this reason, to adopt or amend special rules of order requires previous notice and a two-thirds vote, or else—with or without previous notice—a vote of a majority of the entire membership of the voting body (not just of those who are present at the meeting).
A standard bylaw provision incorporating this approach reads, “The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.”2 [RONR (12th ed.) 2:14–22, 56:49, 56:66.]
5. Standing Rules
Sometimes there are administrative details that are not important enough to be put in the bylaws and that do not relate to the conduct of business at meetings. For example, there might be a rule that the names of guests should be entered in a special guest register, and that they should be seated in a particular part of the meeting room. This sort of administrative detail is put into standing rules.
Standing rules require only a majority vote to adopt. To amend them takes either a majority vote with previous notice or, without notice, a two-thirds vote or a vote of a majority of the entire membership of the voting body. [RONR (12th ed.) 2:23–24.]
6. Custom
Sometimes, a group gets into the habit of doing something in the same way over and over again until it becomes an established custom. It comes to be followed practically as if it were a written rule.
No matter how long established a custom is, however, it can never conflict with a written rule—and if the conflict is pointed out, the written rule must be followed unless it is amended to incorporate the custom. For example, suppose it has been the regular practice in a particular group for the chair automatically to close debate whenever any member shouts, “I call the question.” As Chapter 4 emphasizes, this violates the rule that allows debate to be ended, against the will of any member, only by a two-thirds vote (adopting the Previous Question)—and it is the rule, not the conflicting custom, which must be followed.
Even if there is no such conflict, the group itself may, by a majority vote, decide in any particular case not to follow a custom that has not been included in the organization’s written rules. A custom that all officers are elected on one ballot, for example, could be changed in a particular election to have separate ballots for each office. [RONR (12th ed.) 2:25.]
B. MEMBERS’ COPIES OF THE RULES
It is a good policy for every member to be given a booklet with the group’s corporate charter (if any), bylaws, special rules of order, and standing rules. It is desirable to be familiar with these in order to participate fully in the group. [RONR (12th ed.) 2:13.]
1. Some organizations have both a constitution and bylaws (in which case the constitution outranks the bylaws). RONR (12th ed.) 2:8–13, 56:1.
2. The book you are now reading serves as an introduction and guide to Robert’s Rules of Order Newly Revised, which, unlike this book, contains the complete rules of parliamentary procedure. This book is only a partial summary of that work, extensively cross-referenced to specific provisions in it. This book therefore is not itself suitable for adoption by any organization as its parliamentary authority. If any organization designates this book as its parliamentary authority, it actually adopts the current edition of Robert’s Rules of Order Newly Revised.