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properly adopted then “it continues in force until it is rescinded” 3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.
