September 10, 2012
3 Key Changes for Churches in Latest Robert’s Rules
11th edition goes beyond parliamentary procedure.
Editor’s Note:Richard Hammar, a Professional Registered Parliamentarian, recently reviewed the latest edition of Robert’s Rules of Order Newly Revised for Church Law & Tax Report. Below, he summarizes three key changes from the latest edition.
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 11th edition of Robert’s Rules of Order, which released in late 2011, to ensure that your board and membership meetings are being conducted consistently with your parliamentary authority. The 11th edition replaces all earlier editions of Robert’s Rules, including the most recent 10th edition that was published in 2000.
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.
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. Following are three key changes in Robert’s Rules 11th edition that churches need to know about.
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 was 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. Matters of church governance and administration are addressed in a church’s bylaws or, in some cases, in the nonprofit corporation law under which a church is incorporated. For instance, 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.
Many of these new, expanded topics in Robert’s Rules of Order Newly Revised have nothing to do with parliamentary procedure and therefore their inclusion in the new edition 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.
This rule is illustrated by the following example:
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.
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’s 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.
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.
2. Small boards
The latest edition contains 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 previous (10th) edition of Robert’s Rules of Order Newly Revised contained the following relaxed rules for small meetings (additional changes made for these in the 11th edition are noted in parenthesis):
- 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 in 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.
- Members are not required to obtain recognition from the chair before making motions or speaking. (In the 11th edition, Robert’s Rules adds that members can obtain the floor by raising a hand).
- Members can make motions and speak while seated.
- Motions need not be seconded.
- 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 in the same day. (In the 11th edition, it clarifies that members can only speak on debatable questions).
- Informal discussion of a subject is permitted while no motion is pending.
- Matters can be handled by common consent (without a motion) if there is no anticipated objection.
- Votes on motions can be taken initially by a show of hands.
- The chair can speak in discussion without rising or leaving the chair, and subject to rule or custom, may make motions and vote on all questions. (In the 11th edition, the chair may initiate informal discussion, which allows him or her to submit proposals without formally making a motion (although motions are always acceptable)).
The latest edition provides a new subsection on “electronic meetings,” with substantially expanded treatment of the topic.
The new edition devotes three pages 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 of Robert’s Rules of Order Newly Revised 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. 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 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.