The following are the top 10 parliamentary rules from Robert's Rules of Order from a legal perspective (not necessarily in order of importance):
1. State law governs nonprofit corporations and some laws may be modified by the organization's governing documents. The organization's corporate charter (e.g. Articles of Incorporation) supersede all other documents. The organization's bylaws (or sometimes called the constitution) take precedent over rules of order of parliamentary procedure, which may be created by the organization or adopted from Robert's Rules of Order or other written parliamentary procedure. However, if a conflict exists among these documents, it leaves the door open for the organization's actions to be disputed or challenged.
2. Only public or semi-public bodies must hold their meetings in public in accordance with applicable state law. Nonprofit organizations that are not considered public or semi-public bodies may include only those persons invited (e.g. directors for a board meeting or members for a membership meeting) and may exclude all others.
3. Nonprofit organizations who open their meetings to others may hold executive sessions consisting of only invited persons to discuss private matters, such as discipline matters.
4. No legal action may be taken without a quorum present. Many state laws, however, authorize the nonprofit corporation to adopt in its governing documents a rule that that once a quorum is achieved it is considered to exist until the meeting is adjourned, regardless of the departure of one or more persons.
5. A main motion is lowest in priority and may be postponed indefinitely.
6. A motion made by the board to the members or by a committee to the board need not be seconded.
7. A motion to reconsider a motion that has already been decided may only be made by a member who voted with the prevailing side. For example, if the motion was approved, only a member who voted in favor of the motion may make a motion to reconsider. A motion to reconsider must be made on the same day as the passed motion if during a one day session or by the following day if during a session that is more than one day. Different rules apply if the action was taken by a standing or special committee.
8. A motion to rescind or amend something previously adopted may be made by any member at any time, but previous notice of the intent to make the motion is required if only a majority vote is obtained.
9. If a motion has been acted upon and such acts can not be undone, a motion to reconsider, rescind or amend is improper.
10. A motion to ratify may be used to confirm or make valid an action already taken that cannot become legally valid until approved by the appropriate body of the organization. For example, if action was taken at a properly called meeting at which a quorum was not present, ratification of such action would be proper to make the action legal.
Posted by Laura Lo Bianco at 9:00 AM
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