Call to Order

Churches can and should select a specific body of parliamentary procedure by an appropriate clause in the church’s governing document.

Editor’s note: The 12th edition of Robert’s Rules of Order Newly Revised came out in September 2020. Richard Hammar, a Professional Registered Parliamentarian, will detail the new changes in a forthcoming article. Church leaders should exercise caution and reference the 12th edition before making any changes in procedure.

Key point 6-12.3. Every church should adopt a system of parliamentary procedure to govern membership meetings. While Robert’s Rules of Order Newly Revised is a commonly used system, it is not the only available system and will not apply unless a church has adopted it in its governing documents.

Since the earliest days of recorded history, human beings have met to make decisions by debate and consensus. Rules for the proper conduct of group meetings first emerged in the pre-Christian Greek agora and Roman forum. They were further refined in early English history, and eventually described the procedures utilized in Parliament. These “parliamentary procedures” were carried over to the American colonies, with some modifications.

Parliamentary procedure — its origin and purpose

In 1801, Thomas Jefferson published a Manual of Parliamentary Practice, which was quickly adopted by the House of Representatives and several state legislatures. In 1845, Luther Cushing published the first manual on parliamentary procedure for non-governmental associations and organizations. It was called Manual of Parliamentary Practice: Rules of Proceeding and Debate in Deliberative Assemblies, or “Cushing’s Manual” for short. But Cushing’s work proved inadequate for several reasons. Its greatest deficiency was Cushing’s assumption that the burgeoning number of charitable and civic associations would individually create their own rules of order, much like Congress, supplemented by some basic principles common to all. Few did so. By the mid-19th century it was clear that a comprehensive body of parliamentary procedure, generally applicable to all charitable, civic, and business organizations, was needed. The answer came from an unlikely source.

In 1863, a young engineering officer in the Union Army named Henry Martyn Robert (1837-1923) was asked to preside over a church meeting in New Bedford, Massachusetts while recuperating from a bout of tropical fever. He agreed to do so, though he knew nothing about parliamentary procedure. It was a disaster. He later described the experience as follows: “I plunged in, trusting Providence that the assembly would behave itself. But with the plunge went the determination that I would never attend another meeting until I new something of parliamentary law.” This experience would motivate Robert to write Robert’s Rules of Order. Since no publisher shared Robert’s enthusiasm for his work he published the book himself, limiting the first printing to 4,000 copies. This printing sold out immediately, and Robert’s book soon became the most comprehensive and widely used treatise on parliamentary procedure in the world.

Like Henry Robert, many church leaders are unfamiliar with parliamentary procedure, and “trust Providence” that church members will behave themselves during church business meetings and that all will go well. Fortunately, this often is the case. But sometimes meetings can become contentious, and ignorance of parliamentary procedure can have disastrous consequences. Church leaders need to do more than “trust Providence” in conducting business meetings. They need to be familiar with the basic rules that apply to the conduct of deliberative assemblies.

This article will address several common scenarios that illustrate the need for church leaders to familiarize themselves with parliamentary procedure.

Which system of parliamentary procedure applies to church membership and board meetings?

An organization may adopt any procedure that it desires for the conduct of membership meetings. Robert’s Rules of Order Newly Revised, or any other body of parliamentary procedure, is not applicable unless specifically adopted.

Churches can and should select a specific body of parliamentary procedure by an appropriate clause in the church’s governing document. If a particular system of parliamentary procedure has been used by common consent long enough to constitute a church practice or custom, then it probably would be considered as binding as if specifically adopted by a provision in the church’s governing document.

If no body of parliamentary procedure has been adopted, either by reference in a church’s governing document or by custom, then the ordinary or “common law” rules of parliamentary law should be observed in the conduct of a meeting.

Churches should not assume that Robert’s Rules of Order Newly Revised is the only parliamentary authority. It is not. On the contrary, there are alternative systems of parliamentary procedure, some of which are excellent (some would say superior) alternatives.

Many churches adopted the original Robert’s Rules of Order, or one of the early revisions. The original text was published in 1876, and it has been revised twelve times. The current (twelth) edition was released in 2020. Obviously, churches that select Robert’s Rules should be sure to identify this system of parliamentary procedure as “the most recent revision of Robert’s Rules of Order.” Otherwise, they may have to resort to obsolete rules to resolve parliamentary questions.

No system of parliamentary procedure should serve as a substitute for specific provisions in a church’s bylaws. To illustrate, the fact that a church wanting to prohibit absentee voting has adopted Robert’s Rules of Order Newly Revised should not serve as substitute for a bylaw provision prohibiting absentee voting. There is no assurance that a civil court would regard the adoption of Robert’s Rules as an exception to the general rule that state nonprofit corporation law will control when a church’s bylaws are silent.

Once it is determined that a church has adopted a particular body of parliamentary procedure, the civil courts generally will apply and enforce that procedure so long as no doctrinal question is involved. Similarly, a federal appeals court ruled that the United States Constitution bars the civil courts from resolving disputes over parliamentary rulings. Crowder v. Southern Baptist Convention, 828 F.2d 718 (11th Cir. 1987). Noting that the contested parliamentary action (made at the 1985 Southern Baptist Convention) had been reviewed and upheld by the highest Southern Baptist tribunal, the court concluded that “where religious organizations establish rules for their internal discipline and governance, and tribunals for adjudicating disputes over these matters, the Constitution requires that civil courts accept their decisions as binding upon them.”

Blanton v. Hahn, 763 P.2d 522 (Ariz. App. 1988)

An Arizona court agreed to interpret a clause in a church’s bylaws specifying that “a pastor may be terminated by the church congregation… but only if… the vote equals or exceeds three-fourths of the voting members present.” A church voted to oust its pastor at a duly called meeting by a vote of 18 of the 26 members present (the remaining 8 members did not vote). The pastor refused to acknowledge that the vote resulted in his dismissal, since less than “three-fourths of the voting members present” had voted to dismiss him (18 is only 70 percent of 26). Several disgruntled members of the congregation disagreed with this interpretation, and petitioned a court for a ruling recognizing that the congregational vote had resulted in the dismissal of the pastor. The members argued that the phrase “three-fourths of the voting members present” should be interpreted to mean three-fourths of the individuals who actually cast votes at the business meeting rather than three-fourths of all members actually present and eligible to vote. Since all 18 of the persons who actually voted at the meeting voted to dismiss the pastor, 100 percent of the votes were cast in favor of dismissal. A state appeals court ruled that the pastor had not been lawfully dismissed in the meeting in question. The court relied on Robert’s Rules of Order, which had been adopted by the church (in its bylaws) as the governing body of parliamentary procedure, as support for its conclusion that the phrase “three-fourths of the voting members present” means three-fourths “of the individuals present and eligible to vote.” Accordingly, the pastor had not been dismissed by the congregational vote since less than three-fourths of the members present and eligible to vote had voted to dismiss him.

Abbey Properties Company v. Presidential Insurance Company, 119 So.2d 74 (Fla. App. 1960)

A Florida court rejected a claim that Robert’s Rules of Order is the binding procedure to be followed by every corporation while conducting business meetings. The court concluded: “This contention cannot be sustained. Unless otherwise provided by its certificate of incorporation or by law, every corporation has the power to adopt, change, amend and repeal bylaws relating to the regulation of business and to the conduct of the affairs of the corporation.”

Randolph v. Mt. Zion Baptist Church, 53 A.2d 206 (N.J. App. 1947)

A New Jersey court ruled that “in the absence of a specific regulation to the contrary, the ordinary rules of parliamentary law should be observed in the conduct of a meeting.”

Lecht v. Stewart, 483 A.2d 1079 (R.I. 1984)

The 12-member board of a public charity convened to elect a new chairperson. One candidate received six votes, and another candidate received six votes. The six-to-six deadlock continued on through the evening. Eventually, one of the candidates, noting that some board members had other commitments that evening, declared a recess. He and his five supporters then left the premises. A few minutes later another vote was taken, and the other candidate received all six of the remaining votes. The “election” was challenged on the ground that it was improperly conducted after a recess had been declared. The Rhode Island Supreme Court noted that the decisive issue was whether a single board member could recess the meeting without taking and receiving an affirmative vote from a majority of the members present.

Since the charity had not adopted any particular parliamentary authority, the court concluded that the board’s deliberations “were to be governed by generally accepted rules of parliamentary procedure.” Further, “in determining proper parliamentary procedure, it is permissible to resort to Robert’s Rules of Order Newly Revised, the widely accepted codification of parliamentary law.” The court noted that Robert’s Rules characterizes a recess as a short intermission in an assembly’s proceeding that does not “close” the meeting. Under Robert’s Rules, a motion to recess while a question is pending (such as an unresolved election) is a privileged motion requiring a majority vote. The court concluded: “Clearly, then, when [the member] declared a recess, proper procedure dictated that one of the members first make a privileged motion to recess. That motion would have required a majority of votes to pass. Here, only six of the twelve members previously supported the several motions to recess or adjourn the meeting. Since the motion to recess or adjourn is an affirmative motion, such a motion fails when it is the subject of a tie vote.” As a result, the “recess” never occurred and the subsequent election with six members present was valid (the charity’s governing documents defined a quorum as the presence of five members).

Write-in candidates

A church’s bylaws state: “All nominees for the office of deacon shall be chosen from the membership of the church and must be nominated by a nominating committee of seven members appointed by the pastor and church board. A list of all nominees shall be distributed to all members on the night of the election.” During an annual church business meeting, a member asserts that write-in ballots are always permissible according to Robert’s Rules. Is he right? Do members have a right under parliamentary law to insert “write-in” candidates on their ballots when this is not authorized by a church’s bylaws?

Robert Rules of Order Newly Revised contains the following brief mention of write-in voting:

If the bylaws require the election of officers to be by ballot and there is only one nominee for an office, the ballot must nevertheless be taken for that office unless the bylaws provide for an exception in such a case. In the absence of the latter provision, members still have the right, on the ballot, to cast “write-in votes” for other eligible persons.

This language suggests that church members have the right to “write in” the candidate of their choice when voting in an election, even if that person is not a candidate who was selected by a nominating committee.

However, there are two other legal resources that must be consulted when deciding if write-in candidates are permitted. One of these is the state nonprofit corporation law under which a church is incorporated. While most state nonprofit corporation laws do not address write-in voting, some do so. Church leaders should know how their state nonprofit corporation law addresses this issue.

A second legal resource that may address write-in voting is a church’s own governing document (i.e., bylaws). Once again, church leaders should be familiar with any provisions in their church’s governing document that address write-in voting. Note that such provisions generally supersede conflicting provisions in state nonprofit corporation law.

If write-in voting is not addressed in either state nonprofit corporation law, or a church’s governing document, then future confusion over this issue can be resolved in advance by amending the church’s governing document to explicitly permit or prohibit this practice.

Church governing documents often list qualifications for board members. The common practice of using a nominating committee to select nominees for board positions helps to ensure that candidates meet these qualifications, since such committees typically limit the list of nominees to persons who are known to meet the qualifications. There is no such assurance when members are permitted to “write in” the candidate of their choice on a ballot, since members will not necessarily know if the candidate of their choice meets the qualifications mentioned in the church’s governing document.

Suspending the bylaws

Can church members vote to “suspend” the church bylaws during a membership meeting? Consider the following scenario. A church’s bylaws state that board members serve a maximum of six years in office. The church is in the midst of a construction project, and a board member is a contractor who has provided invaluable assistance to the church during this project. Several church members want this person to remain on the board following the expiration of his term of office. A member made a motion at an annual church business meeting to “suspend the bylaws” to allow this to happen. Can church members, at a duly called business meeting, take action to suspend the bylaws?

In most cases, the answer is no. Consider the following 10 points.

1) State nonprofit corporation laws under which many churches are incorporated generally make no provision for the suspension of bylaws.

2) Suspension of bylaws is an extraordinary action that is not found in most church bylaws, but it is important to confirm that this is the case.

3) If your church bylaws allow for their own suspension, then be sure to comply with any procedural requirements. For example, the bylaws of some public charities and for-profit corporations provide for their own suspension, but they typically require a super-majority vote, such as two-thirds or three-fourths of the members present.

4) Many churches have adopted the current version of Robert’s Rules of Order as their official body of parliamentary procedure governing church business meetings. Section 25 of Robert’s Rules of Order states: “Rules contained in the bylaws (or constitution) cannot be suspended no matter how large the vote in favor of doing so or how inconvenient the rule in question may be unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a [procedural] rule of order.” For churches that have not formally adopted any body of parliamentary procedure, Robert’s Rules of Order is persuasive authority. Section 2 of Robert’s Rules of Order states: “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.”

5) Some corporations have amended their bylaws to remove a provision authorizing their suspension. One common reason for doing so is that a provision authorizing bylaw suspension is antidemocratic. That is, the bylaws are adopted by the corporate membership following an intensive period of drafting and consideration. Permitting this fundamental legal document, or a provision therein, to be suspended by a specified percentage of members present at an annual or specially called meeting of the members typically will result in a relatively small minority of the total membership dictating a suspension of the bylaws.

6) Churches that choose to provide for the suspension of their bylaws can limit potential problems by requiring a super-majority vote and by limiting the suspension option to specific bylaw articles or sections.

7) In a famous case, Supreme Court Justice Oliver Wendell Holmes noted that “hard cases make bad law.” The point being that bad precedents often result from difficult circumstances. Churches compelled to suspend their bylaws, even when legally authorized, may end up regretting doing so. At a minimum, they will be establishing a precedent that may be referenced on many future occasions whenever an emergency arises. The very concept of corporate bylaws being subject to suspension is at odds with the fundamental nature of bylaws as a set of rules governing corporate practice and administration. In one sense, the bylaws are the one document that protects a church against anarchy. Any compromise to the stability of a church’s bylaws raises the potential for future problems.

8) Bylaws typically provide for their own amendment. In many cases, bylaw amendments take effect immediately. Bylaw amendments should be viewed as an alternative to bylaw suspension.

9) Proper drafting of bylaws often can avoid the clamor for their suspension that may arise out of temporary emergencies. Church leaders should periodically have their bylaws reviewed by legal counsel.

10) Suspending the bylaws, when not authorized, will result in a cloud over the integrity and legitimacy of whatever action is taken while the bylaws are suspended.

“Executive session”

The term “executive session” originated in the United States Senate early in our history, and referred to the consideration of items referred by the president (the chief “executive”). Most of these matters dealt with presidential appointments. The distinguishing feature of these sessions was that they were private. Only members of the Senate could be present, together with other persons who had been invited and whose presence would facilitate the matters under consideration.

Over the years, the concept of executive session has been applied generally to any portion of a meeting of any board or group of members that is held in private. In churches, a board, committee, or meeting of members can be conducted, in whole or in part, in executive session. This means that only the members can be present, along with anyone they invite.

Robert’s Rules of Order Newly Revised describes executive session as follows: “An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret.”

What if a church board goes into executive session and a board member divulges to church members or nonmembers the information shared during the meeting? Robert’s Rules specifies that “a member can be punished under disciplinary procedure if he violates the secrecy of an executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly.”

Most state nonprofit corporation laws permit members to inspect board minutes. Does such a right extend to the minutes of a board while acting in executive session? No court has addressed this issue, at least in the context of a church. An argument can be made that the minutes of the executive session are not accessible by church members since the meeting itself is secret and cannot be attended by members. If members are not allowed to attend a board meeting being conducted in executive session, it logically follows that they should not be allowed to inspect minutes that record what was said and done by the board at the meeting. One possible exception is referenced in the above-quoted section in Robert’s Rules pertaining to minutes that merely record an action taken.

Absentee voting

Absentee voting ordinarily is not permitted unless authorized by a church’s governing document. Robert’s Rules of Order Newly Revised states:

It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a legal meeting. Exceptions to this rule must be expressly stated in the bylaws… An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees, since in practice such a procedure is likely to be unfair.

Levanger v. Vincent, 3 P.3d 187 (Utah App. 2000)

A Utah court ruled that an action taken by members of a nonprofit association by mail-in ballot was invalid since it was not authorized by nonprofit corporation law or the association’s own bylaws.

Proxy voting

Proxy voting refers to voting by means of a substitute. For example, a church member designates another member to vote on his behalf at a membership meeting. Churches rarely intend to permit proxy voting. Robert’s Rules of Order Newly Revised specifically discourages proxy voting:

Ordinarily, it should neither be allowed nor required, because proxy voting is incompatible with the essential of a deliberative assembly in which membership is individual, personal, and non-transferable …. Voting by proxy should not be permitted unless the state’s corporation law … absolutely requires it.

Few if any state nonprofit corporation laws require proxy voting. Rather, they recognize proxy voting only in the event that a corporation has not eliminated this type of voting by a provision in its charter or bylaws. This can lead to unexpected consequences when an incorporated church’s charter and bylaws do not prohibit proxy voting. To illustrate, section 15 of the Model Nonprofit Corporation Act, which has been enacted in several states, recognizes proxy voting:

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy….

Both absentee and proxy voting are inconsistent with the most basic purpose of a deliberative assembly—the reaching of informed decisions through debate and consensus.

As one court observed in a case involving the recognition of proxy and absentee voting in a meeting addressing the retention of a rabbi:

The rabbi had been the center’s rabbi for over 20 years and was seeking life tenure in accordance with his claim that such was required under the tenets of Jewish law. It is obvious from the tenor of the membership meeting that the congregation was split almost evenly amongst those members who ‘loved’ him or ‘disliked’ him vociferously. Such a meeting, by its nature, would call for extensive deliberation. Who can tell how many congregants were swayed to vote one way or the other based upon the arguments presented at the meeting? Frankel v. Kissena Jewish Center, 544 N.Y.S.2d 955 (N.Y. App. 1989).

Incorporated churches not wanting to recognize proxy voting should review their charter and bylaws to determine if either contains a provision prohibiting it. If not, an amendment would be in order. It should not be assumed that a church’s formal adoption of Robert’s Rules of Order Newly Revised will result in the prohibition of proxy voting.

Herning v. Eason, 739 P.2d 167 (Alaska 1987)

During a regular church business meeting, a member moved to terminate the services of the church’s minister. Of the members present, 42 voted to retain the minister, and 32 voted to remove him. In addition, one of the 32 dissidents produced a list of 57 proxy (absentee) votes to remove the minister from office. The moderator of the business meeting refused to recognize the proxy votes, and the attempt to remove the minister failed. The dissident members thereafter fi led a lawsuit seeking a court order upholding the validity of proxy votes in church business meetings. A state trial court ruled against the dissidents, and the case was appealed directly to the Alaska Supreme Court.

In an important decision, the court reversed the trial court and held that the proxy votes should have been counted. It based its decision on the provisions of the Alaska nonprofit Corporations Act (under which the church had incorporated) which authorized proxy voting by members of nonprofit corporations absent a contrary provision in an organization’s charter or bylaws.

The court rejected the church’s claim that requiring it to recognize proxy votes violated the constitutional guaranty of religious freedom. Finally, the court observed that a church could easily avoid the recognition of proxy votes by simply amending its charter or bylaws to so state. But see First Union Baptist Church v. Banks, 533 So.2d 1305 (La. App. 1988).

Frankel v. Kissena Jewish Center, 544 N.Y.S.2d 955 (N.Y. App. 1989)

At a four-hour business meeting conducted by a Jewish congregation a resolution on the rabbi’s continued tenure was proposed. The resolution was carried by a vote of 23 to 21, with four proxy votes being included in the majority. The rabbi insisted that the proxy votes should not have been counted, and that without these votes the resolution would have failed. The synagogue’s constitution stated: “Any matter not provided for in this constitution shall be subject to the provisions of Robert’s Rules of Order.” The court referenced the following section in Robert’s Rules pertaining to proxy voting: “A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential of a deliberative assembly in which membership is individual, personal, and non-transferable.” The court concluded:

“[The rabbi] has made no claim that proxy voting has ever been utilized or permitted at any past congregational meeting. It is therefore assumed by the court that this is the first instance in the congregation’s history when an attempt was made to utilize proxy voting. Obviously, it would be unfair, without a stipulation between two parties, to permit one party unilaterally to come to an important meeting of this nature and to present four proxy votes. If the respondent had wished to use proxy voting, an agreement for both sides to do so should have been inserted in the original stipulation.”

oller v. Goldberg, 623 N.Y.S.2d 512 (Sup. 1995)

A New York court refused to recognize proxy voting in a congregational meeting conducted by a synagogue. The court concluded that proxy voting was not permissible since it was not authorized by the synagogue’s charter (articles of incorporation) or bylaws—even if the membership voted at a meeting to permit it. The court observed that unless specifically authorized by state nonprofit corporation law, or a church’s articles of incorporation or bylaws, “proxy voting by members of a religious corporation is not authorized.” As a result, proxy votes should not have been counted at the synagogue’s membership meetings. H

Hecker v. White, 688 N.E.2d 289 (Ohio App. 1996)

An Ohio court ruled that the members of a nonprofit corporation could not vote by proxy at a special business meeting since proxy voting was not authorized in the corporation’s articles of incorporation or bylaws. It noted that Ohio’s nonprofit Corporation Law specifies that “unless the articles of incorporation or the regulations otherwise provide, no member who is a natural person shall vote or act by proxy.” While the corporation’s bylaws allowed amendments by proxy voting, the articles of incorporation did not. Since the proposed amendment involved the definition of “members” in the articles of incorporation, proxy voting was not authorized and was invalid.

Improper and dilatory motions

A number of parliamentary rules are designed to facilitate the efficient consideration of business. Two of these rules are the prohibitions against improper and dilatory motions. These rules limit the ability of church members to hijack church business meetings with bizarre and irrelevant motions.

Improper motions

Robert’s Rules of Order Newly Revised lists the following examples of improper motions:

  • Motions that conflict with the corporate charter, constitution or bylaws.
  • Motions that conflict with procedural rules prescribed by national, state, or local laws.
  • In some cases, motions that conflict with a previously adopted motion that has not been rescinded, or considered and rejected.
  • Motions presenting practically the same question as one that is still under consideration.
  • Motions that are outside the object of the organization as specified in its governing documents.

Example. At a church business meeting, a member makes a motion that the church go on record as supporting a particular candidate for local political office. The chair should rule that this motion is improper and not subject to consideration, since its adoption would violate federal law.

Example. A church’s bylaws specify that the church board shall consist of nine persons. At an annual church business meeting, a member makes a motion that the board be expanded by one additional member. The chair should rule that this motion is improper and not subject to consideration, since its adoption would violate the church bylaws.

Example. At an annual church business meeting, a motion to change the fiscal year to a calendar year is made and lost. Later in the same meeting, a member makes the same motion. The chair should rule that this motion is improper and not subject to consideration, since it presents the same question as a motion rejected at the same meeting.

Dilatory motions

Robert’s Rules of Order Newly Revised defines a dilatory motion as one that “seeks to obstruct or thwart the will of the assembly.” It is the duty of the chair to rule that such motions are out of order as dilatory.

Example. At a church business meeting, a member makes a motion to divide the assembly after every vote, even if there is no doubt as to the outcome. After several of these motions was made and lost, the chair should rule further motions to divide by this same member to be out of order as dilatory, since further consideration of these frivolous motions would detract from the business of the church.

Limitations on debate

For how long may a member speak for or against a pending motion at a church business meeting? Can members speak indefinitely, or are there limits? Robert’s Rules of Order Newly Revised specifies:

[A] member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than 10 minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent, or by means of a motion to extend the limits of debate, which requires a two-thirds vote without debate.

What happens when a member’s time is exhausted while speaking for or against a pending motion? Robert’s Rules of Order Newly Revised specifies that “when a member’s time is exhausted, the chair rises and—if the member does not immediately conclude his remarks—calls his attention to the fact by an appropriate signal, or by interrupting him, if necessary.”

Example. A church has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority. At a church business meeting, a member rises to speak in opposition to a pending motion. She has several pages of notes, and begins an extended and impassioned presentation of her position. After 10 minutes, she is only halfway through her notes. The chair should rise and—if the member does not immediately conclude her remarks—call her attention to the fact by an appropriate signal, or by interrupting her, if necessary.

Example. On the agenda at a church business meeting is a resolution to sell the church’s property and relocate. This is a contentious issue, with several members on each side. Once debate on the motion begins, can a motion be made to limit debate to speeches of three minutes? If the church has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority the answer is yes. Robert’s Rules of Order Newly Revised permits members to adopt a motion to limit debate by reducing the length or even the number of speeches. Alternatively, a motion can be made to close debate at a specified time and proceed to a vote on the motion, regardless of the number of persons who desire to speak. Motions to limit debate require a two-thirds vote for their adoption.

Is there a difference between receiving, accepting, or adopting, a report?

It is common for motions to be offered at church board and membership meetings to “accept” or “receive” a report. For example, after the church treasurer makes a report to the church board at a monthly meeting, a board member moves that the report be “received.” Is this an appropriate motion, or would some other motion be more appropriate?

“Receiving” a report

A report of an officer or committee is “received” by a board or assembly when it is presented or read. In other words, the person making the report presents it, while the listeners receive it. As a result, it is incorrect parliamentary practice for a motion to be made at a board or membership meeting to “receive” a report after it is presented, since the act of presenting it constitutes reception by the hearers.

Example. A church treasurer makes a report of the church’s finances at a monthly meeting of the church board. Following the presentation of the report, and the treasurer’s response to questions and requests for clarification, a board member moves “to receive the treasurer’s report with appreciation.” This motion is nonsensical, since the treasurer’s report was received when it was read.

No action

Many reports made by officers and committees to a board or assembly are for informational purposes, and contain no recommendations or motions. A typical example is the monthly report of a treasurer to a church board. There is no need for a motion to accept or adopt such a report, since it is for informational purposes only and contains no recommended action. The appropriate response by the chairperson to the reading of such reports is to refer them to the secretary for filing with the minutes, without any formal motion.

In this regard, Robert’s Rules of Order Newly Revised states: “Apart from filing such a report … no action on it is necessary and usually none should be taken.”

Example. At a regularly scheduled meeting of a church board, a committee member reads a report that contains no proposed actions. It would be appropriate for the chairperson to thank the committee and request that the report be placed on fi le, and then move to the next item of business. A motion to accept or adopt the report is not necessary, since it is informational.

Adopting or accepting a report

Robert’s Rules of Order Newly Revised states that motions to adopt or accept the report of an officer or committee are synonymous, and signify that the entire report becomes “the act or statement of the assembly.” Such motions are common in church board and membership meetings.

To illustrate, it is common for motions to be made and passed to accept a treasurer’s report or the minutes of the previous meeting. It is important to understand, however, that such motions have the effect of “the assembly’s endorsing every word of the report, including the indicated facts and reasoning, as its own statement.” This may not be a problem in some, or even most, cases. For example, a board may want to formally adopt the minutes of each meeting, since they reflect the actions of the board itself. But, there can be situations in which it would be more appropriate for a board or assembly to merely receive a report (by having it presented).

In some organizations, the treasurer’s periodic reports to the board of directors are not accepted or adopted (so long as they contain no specific recommendations for action). Instead, the chairperson requests the secretary to file these reports without action. At the end of the fiscal year the board adopts a motion to accept the report of the CPA firm that audits the organization’s books. This has the effect of relieving the treasurer of any personal culpability for his or her reports (excepting fraudulent or illegal activity). It also may minimize the board’s culpability that might otherwise exist if it adopted or accepted each report of its treasurer. The organization itself, at its annual business meeting, also adopts or accepts by motion the CPA’s audit report.

Some reports of officers or committees contain one or more recommendations for action. In such cases it is appropriate and necessary for a motion to adopt the recommendation. Usually, such a motion is made by the person presenting the report.

Special rules for small meetings

Robert’s Rules of Order Newly Revised permits certain parliamentary rules to be relaxed in “small boards and committees,” which it defines as those “consisting of not more than about a dozen members.” The reason for less formality in small boards and committees is to facilitate the conduct of business. Note that larger boards and committees (those with more than about a dozen members), are subject to the same parliamentary rules as a large deliberative assembly.

Here are the parliamentary rules that are relaxed in small boards and committees, according to Robert’s Rules of Order Newly Revised:

  • Members are not required to obtain the floor before making motions or speaking, which they can do while seated.
  • Motions need not be seconded.
  • There is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be entertained.
  • Informal discussion of a subject is permitted while no motion is pending.
  • Sometimes, when a proposal is perfectly clear to all present, a vote can be taken without a motion having been introduced. Unless agreed to by unanimous consent, however, all proposed actions of a board must be approved by vote under the same rules as in other assemblies, except that a vote can be taken initially by a show of hands, which is often a better method in such meetings.
  • The chairperson need not rise while putting questions to vote.
  • The chairperson can speak in discussion without rising or leaving the chair, and, subject to rule or custom within the particular board (which should be uniformly followed regardless of how many members are present), he or she usually can make motions and usually votes on all questions.

Example. A church board has nine members. During protracted discussion of an important motion, a member moves to limit debate to two minutes per person. If Robert’s Rules of Order Newly Revised is the church’s parliamentary authority such a motion is out of order since Robert’s Rules specifies that “there is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be entertained” in “small boards or committees” consisting of “not more than about a dozen members.”

Example. Same facts as the previous example, except that the board has 15 members. The church board is not a “small board or committee” since it has more than “about a dozen members.” As a result, the normal parliamentary rules that apply to larger deliberative assemblies apply, including the motion to limit debate.

Example. A church board has 10 members. The members engage in prolonged discussion of the wisdom of selling church property though no motion has been made. If Robert’s Rules of Order Newly Revised is the church’s parliamentary authority such informal discussion is perfectly appropriate since Robert’s Rules specifies that “informal discussion of a subject is permitted while no motion is pending” in “small boards or committees” consisting of “not more than about a dozen members.”

Example. Same facts as the previous example, except that the board has 15 members. The church board is not a “small board or committee” since it has more than “about a dozen members.” As a result, the normal parliamentary rules that apply to larger deliberative assemblies apply, including the prohibition of informal discussion without motions. In this regard, Robert’s Rules states: “Strictly speaking, discussion of any subject is permitted only with reference to a pending motion …. The general rule against discussion without a motion is one of parliamentary procedure’s powerful tools for keeping business ‘on track,’ and an observance of its spirit can be an important factor in making even a very small meeting rapidly moving and interesting.”

Example. A church board has six members. The church’s bylaws designate the senior pastor as chairperson of the board. The pastor often participates in the discussion of issues that are being considered by the board. If Robert’s Rules of Order Newly Revised is the church’s parliamentary authority such participation by the pastor in board deliberations is perfectly appropriate since Robert’s Rules specifies that “the chairperson can speak in discussion without rising or leaving the chair, and, subject to rule or custom within the particular board … he or she usually can make motions and usually votes on all questions.”

Example. A church’s bylaws designate the senior pastor as chairperson of church membership meetings. These meetings typically have 200 members in attendance. If Robert’s Rules of Order Newly Revised is the church’s parliamentary authority, the pastor should refrain from participating in debate on pending motions. Robert’s Rules specifies: “Normally… [the chairperson] should have nothing to say on the merits of pending questions. On certain occasions—which should be extremely rare—the presiding officer may believe that a crucial factor relating to such a question has been overlooked and that his obligation as a member to call attention to the point outweighs his duty to preside at that time. To participate in debate, he must relinquish the chair, and in such a case he should turn the chair over.”

Richard R. Hammar is an attorney, CPA and author specializing in legal and tax issues for churches and clergy.

This content is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. "From a Declaration of Principles jointly adopted by a Committee of the American Bar Association and a Committee of Publishers and Associations." Due to the nature of the U.S. legal system, laws and regulations constantly change. The editors encourage readers to carefully search the site for all content related to the topic of interest and consult qualified local counsel to verify the status of specific statutes, laws, regulations, and precedential court holdings.

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