Robert s Rules: How they apply to your board. Susan Segal, Esq. Gust Rosenfeld

Transcription

1 Robert s Rules: How they apply to your board Susan Segal, Esq. Gust Rosenfeld

2 Background Robert s Rules of Order were originally drafted for a large body a general assembly. Compiled by U.S. Army General Henry M. Robert III and first published in 1876, it is now in its 11th edition. Originally 176 pages, it now includes over 700 pages of explanation, charts, forms and indexes set forth in relatively small print. Now has special rules for small boards of twelve members or less.

3 Background Who was Henry Robert?

4 Background Recent editions of Robert s Rules expressly recognize that much of the formality necessary to conduct business effectively in large assemblies is not needed for meetings of small boards (generally 12 or fewer members)

5 Your Board and State Law Created by state law. Governed by state law. Arizona legislature has not required that public entities follow Robert s Rules. State law considerations that apply. What is a quorum? A.R.S Open Meeting Law requirements. i.e. agenda, notice, minutes. Other considerations: Berry v. Foster. AGO opinions. Examples: No supermajority, abstention, rule of necessity.

6 Robert s Rules Pima College Board Governance Bylaws State Law Open Meeting Law Title 15 Statutory Definitions

7 State Law Bylaws Robert s Rules

8 What do you want accomplish? Orderly consideration of the issues. Ensure that all members have a reasonable opportunity to have a voice. Instill public confidence that the body is considering all the facts and listening to all the views of members. Equality of rights; Majority decision; Minority rights; Right of discussion; Right to information; Fairness and good faith; and Courtesy and justice to all.

9 The College Board Bylaws Bylaw Article I The rules contained in the latest edition of Robert 's Rules of Order, Newly Revised shall govern the Board in all cases in which they are applicable and in which they are not inconsistent with the law, these bylaws, or any special rules of order the Board may adopt.

10 Specific issues and procedures What is a quorum? Bylaw Article VI. Majority of members. Plus A.R.S (B). Vacancy-AGO says does not affect quorum requirement. Disqualification of member due to a conflict of interesta disqualified member, even though present at a meeting of the public body, may not be counted for purposes of convening the quorum to discuss or decide the particular matter for which the member is disqualified. See Coif v. Evans, 130 Ariz. 353, 358, 636 P.2d 131, 136 (App. 1981).

11 Specific issues and procedures What is a quorum? (continued) Abstention-with nothing more Counts toward quorum. Not a yes or a no. Robert s Rules of Order Newly Revised, 11 th edition, page 45. ( RONR ) Rule of necessity. If a majority of the total membership of a public body is disqualified, thereby making it impossible for the public body to convene a quorum to discuss or decide the matter, the disqualified members may disclose in the public record their reasons for disqualification and proceed to act as if they were not disqualified. A.R.S (B). (Note: this is different from Robert s Rules.)

12 Start of Meeting For Open Meeting Law (OML ) purposes, all members must be recorded as present. A.R.S Adoption of the Agenda. Cannot add items after 24 hours unless necessitated by an emergency. Note RONR for Small Boards, page 488, which is contrary to this requirement.

13 Making a Motion We partially get at this indirectly through the OML. A.R.S minutes. All actions require a motion because OML says that Minutes must show names of persons who propose each motion. Must be according to the agenda. RONR for small boards does not require Does motion have to be seconded? My recommendation is yes. RONR says not necessary. RONR, page 488. (possibly add to your bylaws).

14 Making a Motion Amending a motion-a member may ask motion maker and second to accept. If they accept the motion is amended. If they decline the amendment a substitute motion can be made. RONR 40, 41. Do not have to stand. (It is SOP not to stand. But Robert s Rules addresses this, so I am including it.)

15 Making a Motion Chairperson can make or second motions?? Not contemplated directly. Possible bylaw amendment.

16 Making a Motion Substitute Motion. Used when maker refuses to accept an amendment or In the case of an amendment that changes the intent of the motion, an entire sentence, or more. If it passes the underlying motion goes away completely.

17 Discussion/Debate Before or after the motion is made? RONR for Small Boards gives small boards some flexibility. Do not have to stand. Best practice, Chair should recognize speaker by name. 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. RONR for Small Boards, page 488. My recommendation is for the Chair to ensure that everyone has a chance to speak once before anyone may speak twice. You can amend your bylaws or it can be the Chair s procedure.

18 Point of Order Interrupts the speaker, does not require a second and is decided by the Chair who may refer it to a vote if in doubt. Can be used when there is a breach of bylaws OR When discussion goes beyond the agenda or the motion on the table. See RONR, pages

19 Withdraw Motion Chair treats it as unanimous consent unless there is an objection. If there is an objection to withdrawing the motion there can be a motion to withdraw, a second and a vote on withdrawing the motion. RONR

20 Table a Motion Requires a motion, second and vote by a majority of the members present. Cannot be debated or amended. No set time for taking up matter again unless specified. (not required.) Can take the motion from the table at the same meeting as long as there is a motion, second and majority vote to do so.

21 Close or Limit Debate Two ways to limit debate: Motion to Close or Limit Debate OR Motion for the Previous Question. Requires a motion, second and vote by a majority of the members present. (not the 2/3 as contemplated by RONR. See Arizona Attorney General Opinion I ) If it passes, the pending motion will be voted on immediately. Informal call for the question does not require motion and does not stop debate unless there is a vote.

22 The Vote Ayes, nays, abstention. If there is a conflict-abstain. Roll Call vote- In the discretion of the Chair. If you are relying on a recording as your minutes, always good to have a roll call vote.

23 Motion to Reconsider Time limit after initial vote? Yes and No. Many boards have a time limit to bring a motion to reconsider. Only a member who voted on the prevailing side of the motion may request reconsideration. No question can be twice reconsidered

24 Motion to Adjourn or Recess Good idea to have adjournment on the agenda at the end, but can do any time. Table the rest of the agenda until another time. Motion to recess allows for a short break in the proceedings, used to get a recess immediately, even while you are in the middle of something. Convene (Call to order) and reconvene-does not need a motion.

25 Questions?