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, has detailed key changes from the 12th edition especially relevant to churches. While details about 11th edition discussed in this article are largely relevant, church leaders should note, as stated in the preface of the 12th edition, that this latest edition “supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe” the use of any earlier editions of Robert’s Rules of Order.
Does your church use Robert’s Rules of Order Newly Revised as its parliamentary authority, either by a specific reference in the church bylaws or by common usage? If so, it is important for you to be familiar with the key provisions in the new and revised edition of Robert’s Rules of Order to ensure that your board and membership meetings are conducted consistently with your parliamentary authority.
In late 2011, the new and fully revised 11th edition of Robert’s Rules of Order Newly Revised was released. It replaces all earlier editions, including the most recent 10th edition that was published in 2000.
The preface to the new edition explains the need for a revision as follows:
This 11th edition of Robert’s Rules of Order Newly Revised contains important additions to, and clarifications of, the rules in the 10th edition …. In the preparation of this edition, the entire text of the work has been subjected to a thorough review, seeking to ferret out any remaining inconsistencies or ambiguities in concept or statement.
This new edition contains more than 100 substantive changes in parliamentary procedure. It is important for church leaders to be aware of this development since most church bylaws identify “Robert’s Rules of Order Newly Revised” as the official parliamentary authority in the conduct of membership meetings. The preface to the 11th edition of Robert’s Rules of Order Newly Revised, states:
This 11th edition supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe “Robert’s Rules of Order,” “Robert’s Rules of Order Revised,” “Robert’s Rules of Order Newly Revised,” or “the current edition of” any of these titles, or the like, without specifying a particular edition.
As a result, any church that has identified Robert’s Rules of Order or Robert’s Rules of Order Newly Revised in its governing document will be bound by the rules contained in the 11th edition. That’s why church leaders should be familiar with the new text.
This article explains the most important changes, reviewing 17 changes most relevant to church meetings and practice.
1. Disciplinary matters
The first significant change is a thorough revision of Chapter XX, Disciplinary Procedures, including more detailed treatment of removal of officers and trials, as well as expanded provisions on remedies for abuse of authority by the chair in a meeting, and on handling disruptions by members.
This change illustrates a fundamental flaw that has persisted in recent editions of Robert’s Rules of Order Newly Revised. Henry Robert’s purpose in compiling his original Robert’s Rules of Order in 1876 is described in the preface as follows:
There appears to be much needed a work on parliamentary law … adapted, in its details, to the use of ordinary societies. Such a work should give, not only the methods of organizing and conducting the meetings, the duties of the officers and the names of the ordinary motions, but in addition, should state in a systematic manner, in reference to each motion, its object and effect; whether it can be amended or debated; if debatable, the extent to which it opens the main question to debate; the circumstances under which it can be made, and what other motions can be made while it is pending.
That is, Robert’s Rules of Order was written to provide a body of rules to assist organizations in conducting meetings with order, decorum, consistency, and efficiency. The original work was devoted entirely to an explanation of these rules. Its table of contents included two parts: rules of order, and conduct of business. But subsequent editions of Robert’s Rules of Order have introduced several new subjects pertaining to matters of church governance and administration rather than parliamentary procedure. These include the following:
- The selection and duties of the vice-president, secretary, and treasurer; honorary officers; appointed officers; and filling vacancies.
- The content and form of minutes of board and member meetings.
- The selection, authority, and removal of board members; ex officio board members; the appointment of committees; and the conduct of business in boards and committees.
- Church bylaws almost always define a quorum for both board and membership meetings, a quorum being the minimum number of members present in order for business to be transacted. If a church’s bylaws fail to designate a quorum, then the state nonprofit corporation law under which the church is incorporated will define a quorum. It is almost inconceivable that Robert’s Rules of Order Newly Revised will ever be the authority that defines a quorum in meetings of a church’s board or members.
- The content and composition of bylaws; drafting of bylaws; appointment of a bylaws committee; articles to be included in bylaws (Article I: Name, Article II: Object, Article III: Members, Article IV: Officers, Article V: Meetings, Article VI: Board of Directors, Article VII: Committees, Article VIII: Parliamentary Authority, Article IX: Amendments); a sample set of bylaws; principles of interpretation; amendment of bylaws; giving members notice of bylaw amendments; and when bylaw amendments take effect.
- The discipline and punishment of members; removal of officers for dereliction of duties; investigations; trials; rights of the accused; and fair procedures.
These subjects address matters of church governance and administration that are addressed in a church’s bylaws or, in some cases, in the nonprofit corporation law under which a church is incorporated. They have nothing to do with parliamentary procedure and therefore their inclusion in Robert’s Rules of Order Newly Revised not only is inappropriate, but creates needless confusion due to the inevitable conflicts that will arise between a church’s bylaws and its parliamentary authority.
Note the following two rules of construction:
Rule 1. A church’s bylaws take precedence over conflicting provisions in Robert’s Rules of Order Newly Revised, since bylaws are a higher legal authority and are superseded only by a church’s charter (articles of incorporation) and, in some cases, by a church’s constitution and denominational rules.
Rule 2. Any provision in Robert’s Rules of Order Newly Revised that does not pertain to parliamentary procedure exceeds the purpose of Robert’s Rules and is superseded by conflicting provisions in a church’s charter, constitution, or bylaws.
These rules are illustrated by the following examples.
• Example. A church’s bylaws specify that the quorum for annual membership meetings is “20 percent” of all members. State nonprofit corporation law under which the church is incorporated specifies that a quorum is 10 percent of members. Robert’s Rules of Order Newly Revised specifies that the quorum in church meetings “consists of those who attend.” This is a perfect example of the impropriety of Robert’s Rules of Order Newly Revised addressing issues of governance in addition to rules of parliamentary procedure. The definition of a quorum in Robert’s Rules of Order Newly Revised is irrelevant. The operative quorum is the 20 percent specified in the church’s bylaws.
• Example. Section 56 in Robert’s Rules of Order Newly Revised (11th ed.) states that the sequence of articles in an organization’s bylaws should be as follows: Article I: Name, Article II: Object, Article III: Members, Article IV: Officers, Article V: Meetings, Article VI: Board of Directors, Article VII: Committees, Article VIII: Parliamentary Authority, Article IX: Amendments. A church’s bylaws include several articles not referenced in Robert’s Rules of Order Newly Revised. Does this mean that the bylaws need to be amended to delete the additional articles in order to correspond to Robert’s Rules of Order Newly Revised? Of course not. Remember, the bylaws control over conflicting provisions in Robert’s Rules of Order Newly Revised, .and this is especially true for those provisions in Robert’s Rules of Order Newly Revised having nothing to do with parliamentary procedure.
As noted above, one of the significant changes in the new 11th edition pertains to Chapter XX, which addresses disciplinary matters. Changes in this chapter include:
- the discipline and removal of officers;
- remedies for the chairperson’s abuse of authority; and
- handling disruptions by members.
While the second and third of these topics pertain to parliamentary procedure, the first does not. In the case of churches, it is addressed in state nonprofit corporation law and in the bylaws or other governing document of the church. To illustrate, the Model Nonprofit Corporation Act, which has been adopted in several states, addresses the removal of officers as follows:
Except as provided in the articles of incorporation or bylaws, an officer may be removed at any time with or without cause by:
- the board of directors;
- the officer who appointed the officer being removed, unless the board provides otherwise; or
- another officer authorized by the articles, the bylaws, or the board.
- the highest order of priority
- its provisions take priority over any other source of authority
- start with the charter when attempting to resolve a question of administration; if it doesn’t address the matter, then proceed to the next order of priority until an answer is found
- the second-highest order of priority
- takes priority over all other sources of authority except the charter, assuming that it is made superior to the bylaws either by express provision or by a greater voting requirement to amend
- the third-highest order of priority
- takes priority over all other sources of authority except the charter and constitution (assuming the constitution is made superior to the bylaws)
- the fourth-highest order of priority
- its provisions generally apply only if the church has not provided otherwise in its charter, constitution, or bylaws (including rules of parliamentary law adopted by the bylaws)
- state nonprofit corporation laws ordinarily make a few provisions mandatory despite a bylaw or charter provision to the contrary
- the fifth-highest order of priority
- resolutions can provide guidance in the event that the charter, constitution, bylaws, parliamentary law, and applicable state nonprofit corporation law do not address an issue
- the sixth-highest order of priority (assuming that a specific body of parliamentary law has been adopted)
Why does a manual on parliamentary procedure address the discipline and removal of officers? Not only does this make no sense when this topic is covered under both corporation law (both nonprofit and for-profit) and an entity’s bylaws or articles of incorporation, but it will lead to needless confusion as to the controlling rule (articles, bylaws, or parliamentary authority).
Table 1: Priority Among Governing Documents in Congregational Churches
Note: When attempting to resolve any question of church administration in a “congregational” church (a church that functions independently of a religious hierarchy), relevant provisions in the following sources of authority generally are applied in the following order of priority.
DocumentOrder of priority
How should church leaders determine the governing document when there is a conflict in the various sources of authority? Consider the previous example of a church that is trying to determine the quorum requirement for its annual business meeting. Its bylaws specify 20 percent, the applicable nonprofit corporation statute says 10 percent, and Robert’s Rules of Order Newly Revised says “those who attend.” It is easy to see how these conflicts can lead to needless confusion and uncertainty. Some may challenge the legality of a meeting based on noncompliance with one or more of these sources of authority. Table 1 provides church leaders with a tool for determining the ranking of various sources of authority in “congregational” churches (those that function independently of a religious hierarchy). Start at the top, and go down the list until you find the highest authority to address a particular question. This process will guide you to the controlling authority. In the church quorum example, the highest ranked authority would be the church’s bylaws, meaning that the applicable quorum is 20 percent of all members. So, a meeting at which 12 percent of members attend would not satisfy the quorum requirement, even though it would satisfy the quorum definition under the state nonprofit corporation law and Robert’s Rules.
According to Table 1, the revised section in Robert’s Rules of Order Newly Revised pertaining to the discipline of officers would have no relevance or application to the discipline of officers in a church that is incorporated under the Model Nonprofit Corporation Act (quoted above) or whose charter, constitution, or bylaws address the discipline of officers, making conflicting provisions in Robert’s Rules of Order Newly Revised inapplicable and irrelevant.
2. Small boards
The second significant change is a revision of the content of modified parliamentary rules in small boards and in committees, together with recognition that a small assembly may wish to employ these less formal procedures.
The previous edition of Robert’s Rules of Order Newly Revised contained a few important changes in the conduct of “small boards” which it defined as those “where there are not more than about a dozen members present.” Since most church boards have fewer than “about a dozen” members, these relaxed rules apply. In practice, few persons who preside over church board meetings have any idea that relaxed rules apply, much less what these rules are.
The 10th edition of Robert’s Rules of Order Newly Revised contained the following relaxed rules for small meetings:
- Motions to close or limit debate are not allowed.
- Members can engage in “informal discussion” of a matter while no motion is pending. This contravenes the basic parliamentary principle that the only way to bring business before a deliberative body is through motions.
- On routine and unimportant matters for which there is no apparent opposition, the chair can take action by “unanimous consent” by stating, “If there is no objection” the matter is decided upon. Unanimous consent is not limited, however, to small boards. It is often used in larger deliberative bodies. So, it is unclear why this is listed as one of the different rules that applies to small boards.
- The chair need not rise when putting questions to a vote.
- The chair is allowed to discuss a motion without rising or leaving the chair.
- The chair ordinarily is allowed to make motions and vote on all questions.
The 11th edition of Robert’s Rules Newly Revised makes a few changes to these rules, as noted in Table 2.
Table 2: Procedure in Small Boards
Robert’s Rules of Order Newly Revised (10th ed.)Robert’s Rules of Order Newly Revised (11th ed.)
|Members are not required to obtain recognition from the chair before making motions or speaking.||Same, but adds that members can obtain the floor by raising a hand.|
|Members can make motions and speak while seated.||Same.|
|Motions need not be seconded.||Same.|
|There is no limit on the number of times a member can speak on a question, or the length of each speech. This is an exception to the standard parliamentary rule that members are limited to two speeches of ten minutes each on the same question on the same day.||Same, but clarifies that members can only speak on debatable questions.|
|Informal discussion of a subject is permitted while no motion is pending.||Same.|
|Matters can be handled by common consent (without a motion) if there is no anticipated objection.||Same.|
|Votes on motions can be taken initially by a show of hands.||Same.|
|The chair need not rise when putting questions to a vote.||Same.|
|The chair can speak in discussion without leaving the chair, and subject to rule or custom, may make motions and vote on all questions.||Same. Adds that the chair may initiate informal discussion, which allows him or her to submit proposals without formally making a motion (although motions are always acceptable).|
3. Electronic meetings
The third significant change involves a new subsection on “electronic meetings,” with three pages devoted to “electronic meetings,” up from one paragraph in the 10th edition. Here are some of the main points in the 11th edition:
(1) in general
Business can only be conducted in a properly called meeting, defined as “a single official gathering of members in one room or area to transaction business.” The new edition clarifies that a church’s bylaws can authorize the conduct of official meetings of members in electronic meetings “at which, rather than all participating members being physically present in one room or area as in traditional (face-to-face) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone.” A meeting conducted by electronic means “does not lose its character as a deliberative assembly so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communications among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized by the bylaws is treated as though it were a meeting at which all the members who are participating are actually present.”
• Key point. Membership meetings in most churches are too large to be conducted by electronic means. As a result, the option of electronic meetings will have the most relevance to board and committee meetings consisting of a smaller number of participants.
Robert’s Rules of Order Newly Revised stresses that electronic meetings are allowed only if authorized by an organization’s bylaws. This statement is incomplete, since it omits any reference to applicable state nonprofit corporation law. Incorporated churches can provide for electronic meetings in their bylaws only if authorized by the applicable nonprofit corporation statute. In most states, nonprofit corporation laws have been revised in recent years to allow boards to meet electronically. For example, a typical statute provides:
Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a remote electronic communications system, including videoconferencing technology or the Internet, only if:
(1) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and
(2) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.
The Model Nonprofit Corporation Act, which has been adopted by several states, provides:
Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
There is some variation in state nonprofit corporation laws regarding the conduct of electronic meetings. Church leaders should be familiar with the wording of their state nonprofit corporation law’s treatment of electronic meetings before amending the church’s bylaws to provide for such meetings.
Robert’s Rules of Order Newly Revised calls attention to an important distinction between videoconference, audio conference, and teleconference: “Various provisions for electronic meetings are possible …. Thus, if the bylaws provide for meeting by videoconference (but not merely teleconference or audioconference) the meeting must be conducted by a technology that allows all participating members to see each other, as well as to hear each other, at the same time.”
• Example. A state nonprofit corporation law allows corporations to provide for electronic meetings in their bylaws. A church amends its bylaws to allow the board to conduct regular or special meetings by “videoconference.” Board meetings conducted via conference telephone call would not be authorized under this bylaw provision. This example illustrates the importance of using correct terminology in bylaw amendments.
• Example. A church is not incorporated, its bylaws do not authorize electronic meetings of the board, and it has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority. The board cannot utilize electronic meetings. The new edition of Robert’s Rules of Order Newly Revised states that “except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is … a single official gathering in one room or area of the assembly of its members at which a quorum is present.”
• Key point. Under most nonprofit corporation laws, “some or all” of the board members can participate in a meeting by means of electronic devices. Under such a provision, an entire meeting may be conducted by means of electronic devices, or, the meeting may be convened in one place but one or more members participate by means of an electronic device.
(2) additional rules
Robert’s Rules of Order Newly Revised recommends that churches wanting to authorize electronic meetings of boards and committees consider addressing the following issues in either the bylaws or standing rules:
- the type of equipment required for participation in meetings
- contingencies for technical difficulties or malfunctions
- determination of a quorum
- how to raise a point of order challenging the continuing existence of a quorum
- how to seek recognition and obtain the floor
- how motions are to be submitted in writing
- methods for taking and verifying votes
- provisions for ensuring that nonmembers do not participate, especially in the case of special meetings in which confidential information will be shared
• Key point. Note that secret ballots generally are not possible in electronic meetings, which may make such meetings inadvisable in some cases.
What Are Registered and Certified Parliamentarians?
There are two major accrediting organizations for parliamentarians:
National Association of Parliamentarians (NAP)
The NAP was established in 1930. It is the largest organization of parliamentarians in the world. Persons become “regular members” by passing a 100-question qualifying exam. Regular members can become a “registered parliamentarian” (or “RP”) by successfully completing a comprehensive, proctored examination covering the entire 700 pages of Robert’s Rules of Order, Newly Revised (11th ed.). According to the NAP website, the exam tests knowledge in four areas of parliamentary procedure: “Motions and related procedures; meetings; officers, boards, committees, voting, and elections; and rules of the assembly. The exam also requires a level of familiarity with Robert’s Rules of Order Newly Revised that enables the RP to effectively research parliamentary questions quickly, as is often required in a meeting situation. Once Registered Parliamentarian status is achieved, it is retained for as long as membership in the National Association of Parliamentarians is maintained.”
The NAP also recognizes “Professional Registered Parliamentarians” (PRPs), who, according to its website, “have demonstrated to fellow professionals that they not only have the in-depth knowledge of parliamentary procedure required of a Registered Parliamentarian, but also the skills to provide effective, practical help to an individual or organization in need of parliamentary assistance. These skills include the ability to preside over a meeting; to perform the duties of a parliamentarian for another presiding officer and help them preside effectively; to consult organizations on the rules that govern their meetings and operations; and to share parliamentary knowledge with others. A Professional Registered Parliamentarian must maintain this certification through practical experience and recurrent training, ensuring that each PRP maintains the same high professional standards throughout his or her career.”
There currently are about 3,500 NAP members. Most are regular members who have not qualified as either an RP or PRP. There are 270 RPs plus an additional 300 PRPs.
American Institute of Parliamentarians (AIP)
Established in 1958, AIP is the second-largest organization of parliamentarians, with a total membership of 1,200. Note that there is some overlap between the NAP and AIP, with several persons being members of both organizations. AIP Members can become a “certified parliamentarian” (CP) by passing a comprehensive exam on Robert’s Rules of Order, Newly Revised (11th ed.), The Standard Code of Procedure, and Cannon’s Concise Guide to Rules of Order. An applicant for Certified Parliamentarian also must earn 20 service points in areas such as Parliamentary Education, Service to AIP, and Professional Services.
Like the NAP, the AIP recognizes a higher level of parliamentarian—the Professional Certified Parliamentarian or PCP.
4. Electronic communications
The new edition clarifies that notice of regular meetings of organizations or boards may be sent by electronic communication, such as e-mail or fax, if a recipient has agreed to receive this form of notice. Robert’s Rules of Order Newly Revised states: “When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: (a) by postal mail to the member’s last known address; or (b) by a form of electronic communication, such as email or fax, by which the member has agreed to receive notice.”
• Key point. Church bylaws often specify that notice of a regular or annual meeting of church members is given in one or more worship services preceding the date of the meeting. Electronic notice in such circumstances would not be allowed. However, it would be feasible for church bylaws to authorize notice of board meetings to be given in this manner.
• Example. A church has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority. The church bylaws require notice of board meetings to be sent at least one week in advance of the meeting to each board member. Unless the bylaws require written notice, the church may send notices of board meetings by e-mail or fax so long as the board has agreed to this form of notice.
5. Disposal of ballots
How should a church dispose of voting ballots following a business meeting? The new edition addresses this issue as follows:
After completion of an election or balloting on a motion, unless the voting body directs otherwise, the tellers place the ballots and tally sheets in the custody of the secretary, who keeps them under seal until the time within which a recount may be ordered expires, and then destroys them.
Robert’s Rules of Order Newly Revised notes that a recount may be ordered by the voting body, by majority vote, at the same session at which the voting result was announced, or at the next regular session if that session is held within a quarterly time interval. A recount may also be ordered at a special session called for that purpose if held within a quarterly time interval of the session at which the voting result was announced and before the next regular session.
6. Time limits to challenge, retake, or change a vote
After a vote is announced by the chair, the new edition says members can propose the following actions that may change the result:
- raise a point of order regarding the manner in which the vote was taken
- demand a division of the assembly
- move to retake the vote under a different method, or,
- request unanimous consent to change his or her vote
Note, however, that none of these actions can apply to a vote after the result has been announced unless it occurs immediately after the chair’s announcement and before any debate or business has intervened.
• Example. A church has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority. At an annual business meeting, a motion is made and adopted by voice vote. The chair then moves on to the next item of business, and recognizes a member who begins to speak. Another member believes the previous vote was too close to call, and goes to a microphone. After the member who is speaking sits down, the chair calls on the member at the microphone, who calls for a division of the assembly (meaning the retaking of the previous vote by a risking vote). It is too late to call for a division of the assembly since the next item of business has been announced by the chair and a member has spoken.
7. “Is there any debate” rather than “are you ready for the question?”
In the past, it has been the customary practice for the chair to ask “are you ready for the question” when debate on a motion appears to have ended. The new edition allows the chair to use the less formal “is there any debate” or “is there any further debate” when debate appears to have ended.
8. “Request for information” rather than “point of information”
Prior editions recognized the concept of a “point of information” by which a member could ask the chair for information relevant to pending business but not related to parliamentary procedure. Here are a few examples of the proper use of a “point of information”:
Member: Mr. chairman, a point of information, please.
Chair: The member will state his point of information.
Member: This motion calls for a large expenditure. Do we have the funds to cover this, and, if not, how will they be obtained?
The new edition approves the use of the phrase “request for information” in lieu of “point of information.” Either is acceptable parliamentary practice.
• Key point. The reason for this change in terminology is to reduce the confusion associated with the more traditional “point of information.” In the past, it was common for persons to use a “point of information” to give, rather than request, information. In fact, the point of information was never designed as a means for persons to give information. It was limited to persons requesting information relevant to pending business. The new terminology “request for information” makes this clear.
9. Clarification of certain member rights
Previous editions addressed the right of members to inspect records. The 10th edition gave members the right to inspect “the minutes of the society at a reasonable time and place” so long as this privilege was not abused “to the annoyance of the secretary.” How’s that for clarity! Minutes of boards and committees were made accessible to members of the boards of committees “but to no others.”
The 11th edition states that members have the right to inspect reports issued by boards and committees, a church’s bylaws, special rules of order, standing rules, and minutes of membership meetings. Minutes of boards and committees are accessible only by board and committee members. One additional new feature of the 11th edition is a provision giving members the right to inspect the minutes of executive sessions (although it fails to clarify whether this refers to executive sessions of the membership or board, or both).
Of course, the right of members to inspect church records has nothing to do with parliamentary procedure, and is another example of the unfortunate expansion of Robert’s Rules of Order Newly Revised into areas outside of its scope or expertise. As noted before, this frequent tendency leads to needless confusion and uncertainty as church leaders grapple with conflicting rules and struggle to determine which applies. As noted in Table 1, Robert’s Rules of Order Newly Revised is superseded by a church’s charter, constitution, and bylaws; by the applicable nonprofit corporation law for incorporated churches; and by resolutions adopted by the church membership or board. As a result, whatever Robert’s Rules of Order Newly Revised says about members’ inspection rights is irrelevant in most cases since this topic is typically addressed in one or more of these superior authorities. To illustrate, most state nonprofit corporation laws give members the right to inspect a variety of corporate records beyond those referenced in Robert’s Rules of Order Newly Revised. For example, the Revised Model Nonprofit Corporation Act, which has been adopted by more than half the states, defines corporate records to include:
- articles of incorporation and all amendments
- bylaws and all amendments to them currently in effect
- resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members
- the minutes of all meetings of members and records of all actions approved by the members for the past three years
- all written communications to members generally within the past three years
- a list of the names and business or home addresses of its current directors and officers
- the most recent report filed with the Secretary of State
The Act authorizes members to inspect and copy, at a reasonable time and location specified by the corporation, any of these records “if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.”
The Act also authorizes members to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:
- excerpts from any of the corporate records described above
- accounting records of the corporation, and
- the membership list (so long as the inspection pertains to a member’s interest as a member, and not for any commercial or other purposes)
A member may inspect and copy these records only if:
- the member’s demand is made in good faith and for a proper purpose
- the member describes with reasonable particularity the purpose and the records the member desires to inspect, and
- the records are directly connected with this purpose
The Act also provides that “the articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.”
These provisions provide a comprehensive framework for the inspection of corporate records by members that is superior, in both authority and coherence, to the inappropriate inclusion of this topic in Robert’s Rules of Order Newly Revised.
• Example. A church’s bylaws do not address inspection of records. However, the church is incorporated in a state that has adopted the Revised Model Nonprofit Corporation Act. The authority of church members to inspect church records is governed by nonprofit corporation law, and not by Robert’s Rules of Order Newly Revised. Example. An incorporated church’s bylaws contain a section addressing the authority of members to inspect church records. The authority of church members to inspect church records is governed by the church’s bylaws, and not by Robert’s Rules of Order Newly Revised.
• Example. An unincorporated church’s bylaws contain a section addressing the inspection of church records. The authority of church members to inspect church records is governed by the church’s bylaws, and not by Robert’s Rules of Order Newly Revised.
• Example. A church is not incorporated, and its charter, constitution, and bylaws do not address the inspection of church records. A member asks to inspect the church’s accounting records. If the church has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority, then the provision in Robert’s Rules addressing inspection of records would apply. The newly revised 11th edition of Robert’s Rules of Order Newly Revised provides a very limited right of inspection that only applies to reports issued by boards and committees, a church’s bylaws, special rules of order, standing rules, and minutes of membership meetings. Accounting records are not mentioned, and so the member does not have a legal right to inspect these records
10. Requirements pertaining to executive sessions
“Executive session” refers to any meeting of a deliberative assembly or board that is conducted in secret. Examples of executive session include the following:
• Example. Jan served as a bookkeeper at a church for 25 years, and was highly respected for her integrity and competence. The church board discovered that she had embezzled $100,000 in church funds over the past few years. The board confronted Jan with the evidence, and she confessed. The board terminated her employment effective immediately. It soon became apparent that Jan was no longer employed by the church, but the pastor and board refused to explain why because of a desire to avoid litigation. The congregation and staff became insistent on learning what happened, and the tension was escalated by Jan’s comments to the effect that she did not know why she was fired. The board sought legal counsel, and was advised to conduct a special business meeting, for members only, at which factual information regarding Jan’s termination could be shared without fear of legal reprisal due to the so-called “qualified privilege” that in many states protects churches from liability for disseminating information to members. The church ensured that only members were in attendance at the special business meeting. This meeting was conducted in executive session.
• Example. A church board learns that an employee has engaged in conduct that violates the church’s employment standards. Due to the volatile nature of the situation, the board decides to consider the matter in executive session. The three persons in the board meeting who are not board members are excused from the meeting.
The 11th edition provides the following two points of clarification regarding executive session:
First, it clarifies that “a meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so.” The previous edition of Robert’s Rules simply stated that a deliberative body or board could go into executive session by “majority vote.”
Second, it clarifies who can be present during executive session:
Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the [meeting]. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting.
11. Motions to ratify
To ratify is to authorize an action previously taken without authority. To illustrate, a church board votes to approve the purchase of a new vehicle during a meeting that lacks a quorum. This unauthorized act is later ratified by the board at a meeting at which a quorum is present.
The 11th edition clarifies what acts can be ratified, as described in Table 3. The coverage of ratification in the 10th edition is also shown for comparison. Note the following differences:
- The 10th edition limited the first two kinds of ratification to emergency actions. The 11th edition eliminates the reference to emergencies, meaning that ratification is appropriate to authorize actions adopted at meetings where no quorum was present, or actions taken by officers, committees, or delegates in excess of their instructions or authority.
- The 10th edition allowed ratification of actions taken by officers, committees, or delegates “in excess of their instructions.” The 11th edition expands on this to permit ratification by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority.
- The 11th edition allows ratification of action taken at a special meeting with regard to business not mentioned in the call of that meeting.
• Example. A church’s air conditioning system fails in mid-summer. The pastor calls an emergency meeting of the board to approve the hiring of a contractor to repair the system. A quorum is not available for this meeting, but the board members who are present vote to hire a contractor. Assuming that ratification is not addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated, then Robert’s Rules of Order Newly Revised provides a basis for evaluating the board’s unauthorized act, assuming that it is the church’s designated parliamentary authority. Robert’s Rules would permit the board to approve this action at a later meeting at which a quorum is present, since it is an emergency action.
• Example. Same facts as the previous example, except that the ratification of actions adopted at meetings lacking a quorum is addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated. Any of these authorities would supersede Robert’s Rules.
• Example. A quorum is not present for a church’s monthly board meeting. The board conducts a brief meeting, and approves the purchase of a new copy machine to replace a machine that is obsolete but functional. Assuming that ratification is not addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated, then Robert’s Rules of Order Newly Revised provides a basis for evaluating the board’s unauthorized act, assuming that it is the church’s designated parliamentary authority. Note that the previous 10th edition of Robert’s Rules would not allow subsequent ratification of the board’s unauthorized decision to purchase a copy machine, since this was not an “emergency action.” However, the 11th edition of Robert’s Rules removes the condition that only emergency actions can be ratified.
• Example. A church’s lead pastor signs a contract for the purchase of a new computer system for the church office. The church bylaws require this contract to be authorized by the church board. Assuming that ratification is not addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated, then Robert’s Rules of Order Newly Revised provides a basis for evaluating the pastor’s unauthorized act, assuming that it is the church’s designated parliamentary authority. Robert’s Rules would permit the board to ratify this action at a later meeting at which a quorum is present, since it allows ratification of action taken by an officer in excess of his or her instructions or authority.
• Example. Same facts as the previous example, except that the board declines to approve the contract. The pastor may be personally liable for the contract.
• Example. A church calls a special business meeting to obtain approval of the membership for the purchase of property. The members approve the purchase of property at the meeting, but also vote to increase the pastor’s salary. The increase in the pastor’s salary is outside the scope of notice for the special business meeting, and, as a result, is invalid. Assuming that ratification is not addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated, then Robert’s Rules of Order Newly Revised provides a basis for evaluating the church’s unauthorized act, assuming that it is the church’s designated parliamentary authority. Robert’s Rules would permit the membership to ratify this action at a later meeting, since it allows ratification of actions taken at a special meeting with regard to business not mentioned in the call of that meeting.
12. Alternating speakers
The new edition provides presiding officers with language that can be used to request that debate proceed by alternating speakers, based on their support or opposition to a pending question. Here are two examples of suggested language:
“Since the last speaker spoke in favor of the motion, who wishes to speak in opposition to the motion?”
“Since the last speaker opposed the motion, who wishes to speak in its favor?”
13. Dropping nominees from a ballot
The 10th edition states: “When repeated balloting for an office is necessary, the names of all nominees are kept on the ballot. The nominee receiving the lowest number of votes is never removed from the next ballot unless the bylaws so require, or unless he withdraws—which, in the absence of such a bylaw, he is not obligated to do.”
The 11th edition rewrites this language as follows: “When repeated balloting for an office is necessary, individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.” The 11th edition contains the following footnote:
An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaw provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee.
• Example. A church is electing two deacons at its annual business meeting. There are seven nominees. After the third ballot without an election, a member moves that the four nominees with the least votes be removed from all succeeding ballots. Assuming that the dropping of nominees from ballots is not addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated, then Robert’s Rules of Order Newly Revised provides a basis for evaluating a motion to remove nominees from subsequent balloting. It states that “individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.” However, note the above-quoted footnote, which allows the church to suspend the rule prohibiting the removal of nominees from subsequent ballots, or adopt a special rule to this effect. This would allow the church to adopt a motion removing some of the nominees from subsequent ballots. But the footnote cautions that only the church’s bylaws can make a dropped nominee ineligible for election. It references pages 430-431 in the 11th edition of Robert’s Rules of Order Newly Revised, which states that “each member is free to vote for any eligible person, whether he has been nominated or not,” and that “members are always free to write in, on a ballot, the name of an eligible person who has not been nominated.” This means that even if church members at an annual business meeting adopt a motion removing one or more persons from subsequent balloting, this motion will not affect the inherent right of members to vote for whomever they wish, including the nominees removed from subsequent balloting, unless authorized by the church’s bylaws.
Table 3: Ratification of Unauthorized Acts
Robert’s Rules of Order Newly Revised (10th ed.)Robert’s Rules of Order Newly Revised (11th ed.)
|emergency action taken at a regular or properly called meeting at which no quorum was present||action improperly taken at a regular or properly called meeting at which no quorum was present|
|emergency action taken by officers, committees, or delegates in excess of their instructions||action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority|
|action taken by a local unit that requires approval of the state or national organization||same|
|action taken by a state or national society subject to approval by its constituent units||same|
|action taken at a special meeting with regard to business not mentioned in the call of that meeting|
The 11th edition contains the following new language pertaining to vacancies in offices:
The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly.
Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise.
• Example. A church’s bylaws empower the members to elect deacons at annual business meetings. The board of deacons would like to fill a vacancy that has occurred on the board. Assuming that the subject of vacancies on the church board is not addressed in the church’s charter, constitution, or bylaws, or in the state nonprofit corporation law under which the church is incorporated, then the newly revised 11th edition of Robert’s Rules of Order Newly Revised provides a basis for filling vacancies, assuming that it is the church’s designated parliamentary authority. Robert’s Rules specifies that “the power to elect persons to any office or board carries with it the power to … fill any vacancy occurring in it, unless the bylaws expressly provide otherwise.” According to this provision, the board cannot fill the vacancy, since it does not appoint or elect deacons. The bylaws vest this authority in the membership, and so only it can fill vacancies.
15. Corrections in the minutes
Yet another example of a provision in Robert’s Rules of Order having nothing to do with rules of order is the section on minute-taking. The 11th edition clarifies that any correction in the minutes of a board or assembly is made “in the text of the minutes being approved,” and that the minutes of the meeting making the correction merely state that “the minutes were approved as corrected without specifying what the correction was.”
• Example. A church board is conducting a monthly meeting. The board approves a motion to correct an error in the minutes. The official minutes should incorporate the correction, but the minutes of the meeting should simply state that the minutes were approved “as corrected,” without specifying what the correction was.
16. Minutes should list the names of all makers of main motions
The 10th edition required that the minutes of board and membership meetings contain the names of the makers of main motions only in the case of “important motions.” This inherent ambiguity is removed by the 11th edition, which requires the names of the makers of all main motions to be recorded in the minutes.
The 11th edition does not alter a provision in the 10th edition specifying that the names of persons seconding motions not be recorded in the minutes, unless ordered by the assembly.
17. Dispensing with the reading of the minutes
It is common for a motion to be made during a membership or board meeting to “dispense with the reading of the minutes.” Both the 10th and 11th editions of Robert’s Rules of Order Newly Revised provide that such motions, if adopted, postpone, rather than cancel, the reading of the minutes. The members or board, by majority vote, can call for the minutes to be read at any time during the meeting, and if no such motion is made, then they are read at the beginning of the next meeting before the approval of the minutes of the later meeting. The 11th edition makes this important distinction clear by adding the following statement: “A motion to dispense with the reading of the minutes is not a request to omit their reading altogether.”
It is possible to permanently circumvent the reading of minutes, but this is done by a motion to suspend the rules, rather than by a motion to dispense with the reading of the minutes.
• Example. At the start of a church’s monthly board meeting, a member makes a motion to “dispense with the reading of the minutes” of the previous month’s meeting. Unless the board, by majority vote, calls for the reading of the minutes later in the meeting, the minutes are read at the next meeting prior to the reading of the minutes of the later meeting.
• Key point. Many churches mail the minutes of board meetings to members of the board in advance of each monthly board meeting. Do the minutes need to be read under these circumstances? Robert’s Rules states that “a draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member. Correction of them and approval, however, is handled in the usual way.” That is, the presiding officer notes that the minutes were mailed to each board member in advance, and asks, “are there any corrections to the minutes?” Corrections generally are handled by unanimous consent. Whether or not a motion to approve the minutes has been offered, the presiding officer says, “If there are no corrections [or no further corrections] the minutes are approved as read [or corrected].”
Common Sources of Parliamentary Procedure
While Robert’s Rules of Order, Newly Revised (11th ed. 2011) is by far the most widely used parliamentary authority, other authorities exist. These include:
(1) Demeter’s Manual of Parliamentary Law and Procedure (1969). This is shorter than Robert’s Rules, but not widely used. An interesting feature is a final chapter on “The Greatest Convention Ever Held,” which contains an account of the biblical Creation. The 1969 edition is a revision of the original 1953 work.
(2) Riddick’s Rules of Procedure (1985). This is the work of Floyd Riddick, former parliamentarian of the United States Senate. His work consists of an alphabetical list of parliamentary phrases, rather than a systematic body of parliamentary procedure, and is of little use to persons with limited familiarity with parliamentary procedure.
(3) The Standard Code of Parliamentary Procedure. This is a parliamentary authority written by Alice Sturgis in 1950. The current edition (2001) was written by the American Institute of Parliamentarians. Its main objective is to provide a parliamentary authority that is simpler and more up-to-date than Robert’s Rules. Its cover contains the following quote from former American Institute of Parliamentarians president Leo Athans: “Anyone who has trouble with Robert’s Rules of Order will welcome the simplicity of this streamlined guide to parliamentary procedure.” The Standard Code of Parliamentary Procedure is the second-most widely used parliamentary authority in the United States.
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