Part One Governing Documents and Minutes Governing Documents The following governing documents are listed in ranking order. They are listed from the highest ranking to the lowest ranking. Corporate Charter: The legal document which originally incorporated the organization. Corporate charter may also be issued by the Federal or State Legislatures. To amend a corporate charter the changes must be submitted to the issuing body for approval. The charter includes the name and object of the organization, and whatever information is needed for incorporating the organization under the law. The charter must conform to federal and/or state laws and the charter supersedes all other governing documents of the organization. No other governing document of the organization may legally contain anything in conflict (wording used in the charter must me the same in all other documents) with the charter. The corporate charters should be drafted by a lawyer and must be processed in accordance with any legal procedures for incorporation in a specific state and/or under federal regulations. Any amendments or changes to the corporate charter are subject to the requirements of the law, and any specific limitations that may have been placed in the charter itself. Before making changes a lawyer should be consulted, *Constitution and/or Bylaws: The document/s which defines the primary characteristics of the organization, and contains its own basic rules relating to it as an organization and how it is to be amended. Includes - all the rules an organization considers necessary and that cannot be suspended, unless a specific rule provides for its own suspension, cannot be changed without pervious notice to the membership, and usually by a vote greater than a majority. The bylaws should contain the less essential items relating to the organization and should also include the procedure for amending the bylaws. Amending the constitution should be made more difficult than amending the bylaws. Usually this is accomplished by pervious notice and a larger vote to adopt any changes to be made to the constitution. Bylaws are usually amended by pervious notice and a 2/3 vote. *It is now recommended, for most organizations, to combine the constitution and bylaws into a single document usually called bylaws. It is customary when an organization has both a constitution and bylaws that the constitution would generally contain the most essential items relating to the organization and should includes the procedure for amending the constitution.
Rules of Order: The rules adopted by an organization which defines how the organization will transact its business. When an organization adopts a parliamentary authority that authority contains most of the rules an organization needs for the orderly transaction of business, recommended order of business, the common duties of officers, rules for debate, recommended articles found in most bylaws, how to handle disciplinary matter and much more. When an organization wishes to deviate from the rules of order found in their parliamentary authority they can adopt special rules of order that relate only to their organization. Parliamentary Authority: Most organizations when adopting their constitution/bylaws specify the name of the parliamentary authority they have selected for use by their organization. If no parliamentary authority is adopted the U.S. legal system still expects organizations to follow common parliamentary law and will general refer to Robert s Rules of Order Newly Revised (RONR) as being representative of what should be followed. The most commonly adopted parliamentary authority in the United States is Robert s Rules of Order Newly Revised (RONR). There are other parliamentary authorities, and most of them contain the most basic rules needed for the orderly transaction of business by an organization. Special Rules of Order: An organization may adopt rules which deviate from the rules found in their adopted parliamentary authority. These rules are special to the organization and they supersede the rules found in their parliamentary authority. Once adopted the special rules of order become permanent rules of order of the organization until they are amended or rescinded. Example: The number or length of times a member may speak in debate on each question. Special Rule # 3 (adopted on June 2, 2001) No member shall speak more than once on a question (motion) without the consent of the members. Special Rule # 4 (amended on January 3, 2003) No member shall speak for more than 2 minutes on a question (motion) without the consent of the members. Temporary rules may be adopted from time to time. Rules such as needed for running a telephone/televised meeting, conducting a vote by mail, for a convention, or for a specific event in a meeting such as conducting a special election.
Standing Rules: The organization may, as the need arises, adopt specific rules that relate to the details of administrating their organization. An example of a standing rule would be Standing Rule # 1 (adopted June 1, 1999) That the regular meeting of the organization shall be at 9:30 AM on the 1 st Tuesday of every month, unless that Tuesday is a legal holiday and then the meeting is cancelled. Minutes*: In my professional parliamentary opinion Minutes should be considered to be a governing document of an organization. They are both a legal document (the membership adopts the minutes); as well as, the history of an organization. The minutes reflect all motions the organizations has adopted, amended or rescinded, what activities the organization have been a part of, where they have spent or donated money, and the names of their elected/appointed officers and other leaders. [For more information on Minutes see Part Two.] *The addition of Minutes to the list of ranking governing documents is the professional opinion of Solveiga L. Unger, CP, PRP and not found in RONR. Other Documents an Organization may Adopts These documents have no ranking order. Each organization may adopt additional handbooks, manuals, codes or guidelines as needed that are specific to their organization. Some organizations adopt one additional document they may call their Manual of Operations. Each section/part of the manual will have a specific designation: Code of Conduct, Elections, and Convention etc. Code of Conduct or Similarly Titled Manual When an organization wants to have specific steps for handling disciplinary actions, other than those found in their parliamentary authority, or they do not wish to have the steps included in their constitution/bylaws they may adopt a separate Code of Conduct. Codes of Conduct may include the following: Information on the rituals/customs of the organization, any specific pledges or oaths, the code of ethical behavior both at meetings and outside of meetings, and how to handle various disciplinary actions. Handbook/Manual of Procedures: The manual may include specific information on how to hold an election, the voting method to be used for various votes, or how the votes are to be counted. The manual may also include any routine duties or responsibilities of elected officers, chairman, or appointed officials that should not have to be included in the bylaws. Other Guidelines/Handbook/Rules: The steps for applying and forming any type of affiliate unit. Specific to each national organization:
Affiliate Agreements for various levels, if appropriate, agreement between national organization and its affiliates. Bylaws Requirements the necessary bylaw sections and specific wording that every affiliate must have to be in compliance with the parent organization. The first time any one of the above documents is adopted it usually takes a majority vote. To amend them once they are adopted it may take both previous notice, and a vote larger than the original vote that adopted the document. Part Two Minutes Minutes (Based on RONR unless it states recommendation by Solveiga Unger [R by SU]) Most of the following was touched upon at the 2009 annual session. The record of the proceedings of a deliberative assembly is usually called the minutes. [RONR, page 451] They also record and reflect the history of the organization. Definition of Minutes Organizations should think about their minutes as being a legal document and belonging with the rest of their ranking governing documents. If you get involved in a law suit all your records - especially the minutes will be subpoenaed. To protect the organization as a whole, the board of directors, and the membership, the secretary should be very careful as to what is recorded in the minutes. [R by SU] For Your Information: States are beginning to adopt statutes regarding what organizations may or may not do with the audio/video recordings of meetings. In most cases the new statues read that: if an organization does any type of recording of their meetings, the original recording must be saved, it cannot be erased or alter in any manner. (In Nevada the new statutes is first being applied to homeowner/condo and landowner associations. Nonprofit organizations will probably be the next type of organization to be affected by similar statutes.) So be careful what you put into you minutes and ask yourselves do you really need to record your meetings? RONR, page 451 in describing minutes states, they should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary s opinion, favorable or otherwise, on anything said or done. Approval of Minutes The approval of minutes of a meeting held within a quarterly time period shall be approved at the next regularly held meeting. The approval of minutes of a meeting NOT held within a quarterly time period should be approved by a minute s approval committee (appointed or elected), the board of directors or the executive board. Waiting
4-12 months to approve minutes is not a good idea too much time will have passed between the time the minutes were written and finally approved. On the other hand, RONR (page 458) states: If the existence of an error or material omission in the minutes becomes reasonably established after their approval even many years later the minutes can then be corrected. DRAFT To keep track of the official minutes ALL minutes printed/distributed by any means should indicate in some manner that they are DRAFT minutes. Only the official minutes kept in the secretary s minutes notebook should contain a copy of the adopted minutes without the designation of DRAFT. These minutes must have the date they were approved and what changes if any were made to the minutes. The naming of the maker and seconder of motions in the Minutes RONR does not require that the name of the person or persons who seconded a motion be placed in the minutes, unless the organization has a special rule (sometimes by custom) requiring that the minutes include the name/s of the person/s who seconded a motion. (Unions sometimes require that motions have one or more seconders and that their names shall appear in the minutes.) In recent years as we have become a very litigious society. Individuals have been sued because their name appeared in the minutes as having made a motion that someone else objected to. Organizations have started not including the name of the maker/s of a motion in their minutes. Once a motion is moved and seconded and after the motion is stated by the presiding officer -- the motion no longer belongs to the maker of the motion, but it belongs to the membership - the voting body. That body has the right to make as many changes as are germane to the motion. Often by the time the body adopts the motion, even the maker does not recognize the motion, and may even feel that they must vote against the motion. Each organization needs to decide for itself whether to include the name of the maker of the motion and the seconder in their minutes. RONR still states that the name of the maker should be included. When I teach parliamentary procedure and minute taking - I no longer teach shall or should include the name of the maker of the motion, but I teach may include the name of the maker of the motion. If there is not a good reason to have a name attached to a motion then don t do it. (R by SU) Contents of Minutes The following should appear in all minutes: The first paragraph should include The name of the organization Date, time and place of the meeting Kind of meeting regular, special (and if by some type of electronic means) Note the presence of the regular presiding officer and the secretary, or the name of their substitutes The presence of a quorum (R by SU) Next each topic/subject should be contained in a separate paragraph The reading of and the action taken on the minutes of the previous meeting(s)
Reports of officers, boards, standing and special committees if an officer, a board, or a committee has not report DO NOT WRITE No report given by. The Minutes should make mention only when a report is made. Do not write down everything that was reported if something needs to be written a very brief summary is enough. A written copy of all reports should be given to the secretary and she should attach the report to the official minutes of that meeting. o Often the treasurer report is given first under officer reports o Followed by officers as listed in the bylaws o Board reports usually given by the secretary only as needed to inform the membership as to the actions taken by the board. o Standing Committee Reports - as listed in the bylaws or as instructed to report o Special Committee Reports - when/as instructed to report All officers and committee chairmen should make a report at the annual meeting and a written copy of the report given to the secretary. Motions Final wording of all main motions, with any amendments, any motion to reconsider, also whether adopted, lost, or how temporarily disposed of referred or postponed. Notice of motions Points of order and appeals Announcements and Adjournment Announcements and any final notices should be included. The Final paragraph should include the hour of adjournment and who adjourned the meeting. Secretary signs the minutes with her name and title. Below the secretary name and title leave room to indicate when the minutes were approved, and if they were approved as read or as corrected. Example of Simple Minutes The First Tuesday Book Club Minutes of the Regular Meeting September 1, 2009 Called to Order The regular business meeting of the First Tuesday Book Club was held in the small reading room of the Main Library. The meeting was called to order at 9:30 am by President May Day, and Secretary Star Knight was present. A quorum was present. Opening Ceremonies (God before Country Country before words of inspiration) The Pledge of Allegiance to the Flag of the United States of America was led by John James. The quote for contemplation was read Joan Bartle.
Minutes The secretary read the minutes of the August 3, 2009 meeting. The Minutes were approved as read. Treasurer Report The treasurer reported: (The report was filed) Balance as of August 3, 2009 $378.52 Receipts Dues $30.00 50/50 8.22 Subtotal 38.22 Disbursements Dues Notices Printing $34.20 Postage 30.00 Subtotal (64.20) Balance as of September 2, 2009 $352.54 Reports Susan Wrighter, Vice President reported that the Club had read and discussed all the books from last year s adopted list. The Vice President is requesting that every member email or give her at least two book titles before the end of the month. At next month s meeting the members will vote to select the titles of the books to be read for the upcoming year. Social Committee Chairman Sommer Robin reported that the committee would welcome suggestions for the Holiday Party which will be held the first weekend in December. It will replace the regular meeting and everyone is reminded that spouses and guest are welcome. Announcements and Adjournment After adjournment there was a 10 minute break immediately followed by discussion of this month s book: Stalin s Ghost by Martin Cruz Smith. The next regular meeting will be on October 6, 2009 at 9:30 am, in the small reading room of the Main Library. There being no other business the President adjourned the regular business meeting at 10:15 am. Mary Reader, Secretary Mary Reader Secretary Minutes Approved as read as corrected on. For more information or if you have any questions: Email Solveiga Unger at solveigau@gmail.com
EXTRA Information Not Presented at the Annual Session Agendas and Templates for Minutes (The following information is primarily to help the person taking minutes do a better job and hopefully to make their job easier. Some of the information is also usual for the presiding officer.) RONR starting on page 342 talks about the usual, customary or standard order of business as it should be covered by an organization. The usual order of business that should appear on your agenda for as meeting is as follows: 1. Reading and Approval of Minutes 2. Reports of Officers, Boards, and Standing Committees 3. Reports of Special Committees 4. Special Orders 5. Unfinished Business and General Orders 6. New Business It is not until page 349 under the subsection Optional Headings that RONR mentions the other proceedings that an organization may include on their agenda, but they are considered as being optional. The optional headings mentioned in RONR are as follows: 1. Opening Ceremonies or Exercises 2. Roll Call 3. Consent Calendar 4. Good of the Order, General Good and Welfare, or Open Forum 5. Announcements 6. Program
Nowhere in RONR is there an example of an agenda which includes Call to Order or Adjourn. If your organization always follows a specific order of business which includes certain ceremonies, or that certain items of business are to be handed at a specific time during the meeting; then adopt a special rule of order, and list completely your recommended agenda. Even if you do have a special rule of order recommending the order in which business should be listed on your agenda for meetings in my professional opinion it is a good idea to adopt the agenda at each meeting once a quorum is determined to be present. By adopting the agenda as printed it is easier to stick to it for both the presiding officer and for the members. Anyone can raise a Point of Order and point out to the members that they have strayed from the adopted agenda, and if they do not want to follow the adopted agenda they must vote to change it. It takes a 2/3 vote to amend something previously adopted or it can be done by general consent. But if one person objects then a vote (2/3) must be taken. How will this help the secretary? The more standardized and detailed the agenda the easier it is for the secretary to prepare her minutes template for each meeting.