The fundamental imperative of making rules is to properly define the terms that will be used when making the rules. From the dictionary, we can attribute the following parliamentary meaning to the words in the title:
• “reality” is an actual situation. It is what an assembly is faced with. It is the predicament that must be resolved.
• “practicality” is the manifestation in practice. It is what the assembly does. It is the behaviour of the assembly.
Another meaning that will be useful in this discussion is:
• “rule” usually suggests a desire for order.
Parliamentary predicaments arise when an organization’s rules require behaviour that cannot be satisfied. The best the assembly can do is to be content i.e. the assembly reaches a state that it is not disturbed or disquieted. No one will argue against the fact that it is a breach “of a continuing nature”1 and that “any action so taken is null and void”2. Nonetheless the organization will continue to operate and thrive. Given that the motion, though out of order, has been properly adopted then “it continues in force until it is rescinded” 3 or until a point of order is raised. Fortunately, for most small organizations, this will never occur.
Based on experience from many meetings of small organizations, the participants in these meetings are never satisfied but usually content. The cause of this common result can be laid squarely on the shoulders of those rule makers who forge rules for an organization that embed into bylaws “best practices” that are in fact inappropriate for the particular organization. The rules of the organization are not an expression of the “custom” of that organization but the embodiment of the “ambition” of the rule maker to create a perfect organization. Because “best practices” will encompass all the parliamentary experience resulting from the constant application of parliamentary law in diverse organizations, it is impossible for a member to successfully argue against the introduction of such clauses in the bylaws of a particular organization when they are being approved. It would be like arguing against the certainty of death and taxes.
It must be emphasized that this discussion is about small organizations – those with less than 100 members. The smaller the organization, the more likely the formal bylaws of the organization will interfere with the customary order of the meetings of the organization. One would like to argue that this has been allowed for in RONR: “In small boards … certain modifications permitting greater flexibility and informality are commonly allowed”4 but the use of the word “boards” seems to imply that this flexibility is not allowed for the meeting of an organization.
What are the most common bylaws clauses that will lead small organizations into parliamentary quagmires?
The first is a bylaw setting a fixed quorum. RONR suggests that that number be fixed at the number of members who can reasonably be expected to attend regular meetings. Unfortunately, in a well run organization, with few contentious issues, where the main activity of the membership is not accomplished at regular meetings, getting many more members than are on the board to attend a regular meeting can be next to impossible. An example of this is a drama group whose main activity is producing plays. Actors have no trouble getting on stage, but the details of administering the group at a regular meeting are beyond their comprehension. The organization being referred to has been in existence for over 50 years, produces five full length plays each year as part of a well supported subscription season, is recognized often for the quality of its work by receiving awards from peers and has a annual budget in the several thousands of dollars - hardly an organization in trouble.
The first thought is to avoid having a clause that sets the quorum in the bylaws. In the absence of a clause setting a quorum, of the alternatives that RONR allows for organizations with “enrolled membership, … a majority of all the members”5 is the most likely candidate. Usually, this would be harder to achieve than a fixed number. The conclusion is that the best clause in the bylaws for setting the quorum in a small organization is: “consists of those (members) who attend”6.
Having provided for starting the meeting, the next challenge is to nominate a fixed number of members and fill a fixed set of offices. Further complexities will arise if automatic succession is required i.e. the vice-president is expected to become the president. Another common clause that may cause difficulty, is the requirement that terms overlap to ensure “the continuity of the organization”. When the attendance at a regular meeting consists of the board members, continuity is automatic.
Now, RONR presents us with a real dilemma: “Every society should specify in its bylaws what officers it requires”7, “the bylaws should specify the number of board members and how they are to be determined, should define the board’s duties and powers”8 and “Frequently it is provided that … directors shall be chosen periodically in such a way that their terms of office overlap those of the others”9. Let us take solace in the use of the word “should”, and suggest that the best wording for this bylaw clause is: “Between regular meetings the affairs of the organization shall be managed by a Board of Directors elected at the Annual General Meeting.” Thus the need to coerce unwilling members to serve as officers by saying: “There is nothing to it”, is eliminated.
RONR also recommends term limits: “Since a reasonable rotation in office is desirable …. ‘no officer shall be eligible to serve for more than [specifying the number] consecutive terms’”10. The assertion that a reasonable rotation in office is desirable is made without any elaboration or justification. To many, it is intuitively obvious that the assertion is valid and worthwhile.
Not having term limits contradicts the argument for overlapping terms but does ensure the “continuity of the organization”. Many very successful organizations or bodies can be identified that owe that success to the dedicated and effective service of individuals who have served for several consecutive terms often stretching for decades.
Probably the most compelling argument against term limits is that it is contrary to Parliamentary Law in that it takes away the right of the majority to decide who should be elected to an office.
Thus, the insertion of the words “to hold office until their successors are elected” should be made between the word “elected” and the word “at” in the bylaw clause recommended above.
There is a downside to not specifying fixed numbers for officers or directors. It is the implication that anyone who is nominated is elected. If it is the custom of the organization that is usually unable to fill all specified positions to acclaim whoever is nominated, it would be difficult to argue that an election must be held if nominations are made for an unspecified number of positions. It would be possible that a nomination would be made that the majority feels would be detrimental to the organization. The assembly could then fall back on: “When there is no determining rule, a motion to fix the method of voting … is … an incidental motion if made while the election is pending”11.
All the examples presented are the custom in those organizations. The practical behaviour is in fact a continuing breach of the reality as has been pointed out. If anyone raises a Point of Order, the “custom falls to the ground”12. Though these organizations lack the parliamentary sophistication necessary to perceive the breach, the first thing a parliamentarian should do if asked for an opinion is to recommend that the rules of the organization be changed to reflect the custom of the organization and make the practicality the reality.
Robert, Henry M. III, et al. Robert’s Rules of Order Newly Revised. 10th ed. (Cambridge, MA; Perseus, 2000.) (“RONR”)
1 RONR p 244. line 6.
2 RONR p 244. line 26.
3 RONR p 106. footnote.
4 RONR p 9. line 21.
5 RONR p 335. line 14.
6 RONR p 335. line 5.
7 RONR p 431. line 7.
8 RONR p 465. line 9.
9 RONR p 465. line 21.
10 RONR p 557. line 8.
11 RONR p 424. line 18.
12 RONR p 17. line 10.