Parliamentary Services
Preparation and Procedure for Business Meetings
SAMPLE SECTION
Excerpted from the book on nonprofits
GENERAL CONSENT
General consent, also called unanimous consent, is used by the presiding officer during a formal business meeting for non-controversial decisions and for decisions in which every attendee is in agreement. With regard to a particular action or item of business, when requesting unanimous consent, the chair first asks if any member has an objection to approving or taking an action. After a pause, if no one objects, the presiding officer may assume that the routine motion or other noncontroversial action is adopted.22
This device is thought to save time and expedite the business of a meeting.23 In a Wyoming case minor violations of parliamentary procedure are excused.24 If even one person expresses concern or objection, the matter must then be handled like any other motion.
Unanimous consent should not be overused by the chair of a meeting. Thus a member should not be discouraged from seeking to remove an item from unanimous consent. In a California case, a claim of unanimous consent was rejected when a list of nominees was offered by a nominating committee.26 In a New York case, unanimous consent was used when a two-thirds vote for discipline was required.27 If much hinges on an outcome, a full vote should be taken and unanimous consent avoided.28
Another similar technique to save time is the grouping of various noncontroversial voting items of business as a bloc near the beginning of an agenda. This is called a consent agenda. The items for consideration are lumped together and voted on all at one time without debate.29
However, if even one attendee states an objection or wishes to discuss or vote separately on an item, that item must be taken off the consent agenda and individually handled like any other motion outside the consent agenda.
This method of consent should never be abused. Members should be informed that any one person can move a consent item off of the list by request.
*Note: The information contained in the above Sample Section is general in nature. Each situation requires individual analysis. The referred to footnotes have been deleted here.
Parliamentary Services, Parliamentarian, Philadelphia
TABLE OF CONTENTS
Disclaimer
Introduction
Chapter 1: Meetings and Notice
§ 1 General Meetings of Members
§ 2 Special Meetings of Members
§ 3 Meetings of Directors or Trustees
§ 4 Method of Serving Notice (To Members and Directors)
§ 5 Waiver of Improper Notice
§ 6 Action Without a Meeting
§ 7 Organizational Meeting
§ 8 Adjourned Meetings (Meetings Following a Recess)
Chapter 2: Mechanics of Meetings
§ 9 Time and Place of Meetings
§ 10 Quorum
§ 11 Adopting Rules for Conducting Meetings
§ 12 Agenda and Order of Business
§ 13 Minutes of Meetings
§ 14 Inspection of Records
Chapter 3: Motions (General Discussion)
§ 15 Main Motions
§ 16 Bylaw Amendments
§ 17 Privileged Motions
§ 18 Subsidiary Motions
§ 19 Incidental Motions
§ 20 Restorative Motions
Chapter 4: Privileged and Subsidiary Motions
(Listed in Descending Order of Priority)
§ 21 Motion To Adjourn or Fix the Time to Which To Adjourn
§ 22 Motion To Recess
§ 23 Question of Privilege
§ 24 Motion To Postpone Temporarily (Table)
§ 25 Motion To Close Debate
§ 26 Motion To Limit or Extend Debate
§ 27 Motion To Postpone (A Motion) to a Definite Time
§ 28 Motion To Refer (To Committee)
§ 29 Motion To Amend a Motion (Not the Bylaws)
§ 30 Motion To Postpone Indefinitely
Chapter 5: Incidental Motions (No Order of Precedence)
§ 31 Appeal
§ 32 Division of the Question
§ 33 Motion To Withdraw
§ 34 Objection to Consideration
§ 35 Parliamentary Inquiry (Request for Information)
§ 36 Point of Order
§ 37 Motion To Suspend the Rules
Chapter 6: Unclassified Motions (No Order of Precedence)
§ 38 Motion To Reconsider
§ 39 Motion To Rescind
§ 40 Motion To Resume Consideration (Take from the Table)
Chapter 7: Debate
§ 41 Debate
§ 42 Executive Session
Chapter 8: Voting (Generally)
§ 43 Right To Vote
§ 44 Majority Vote
§ 45 Greater-Than-Majority Vote
§ 46 Cumulative Voting
§ 47 Plurality Vote
§ 48 Tie Vote
§ 49 Changing a Vote
§ 50 Challenging a Vote (Not Elections)
Chapter 9: Voting Methods
§ 51 Voting Methods (Generally)
§ 52 Voice Vote
§ 53 General Consent
§ 54 Show of Hands
§ 55 Roll Call Vote
§ 56 Ballot Vote
§ 57 Mail Vote
§ 58 Rising Vote
§ 59 Vote by Proxy
Chapter 10: Nominations
§ 60 Right To Nominate
§ 61 Nominating Committee
Chapter 11: Elections
§ 62 Regulation of Elections
§ 63 Election Committee
§ 64 Time and Place of Elections
§ 65 Balloting
§ 66 Vote Necessary To Elect
§ 67 Closing the Polls and Announcing the Vote
§ 68 Challenging an Election
Chapter 12: Committees
§ 69 Committees (Generally)
§ 70 Types of Committees
§ 71 Meetings of Committees
Chapter 13: Officers
§ 72 Officers (Generally)
§ 73 President
§ 74 Vice President
§ 75 Secretary
§ 76 Treasurer
§ 77 Officer Removal
Chapter 14: Directors
§ 78 Qualification, Nomination and Selection of Directors
§ 79 Powers of Directors
§ 80 Duties of Directors and Executive Committees
§ 81 Removal and Resignation of Directors
§ 82 Vacancies
§ 83 Conflict of Interest
§ 84 Indemnification
Chapter 15: Members
§ 85 Rights and Duties of Members
§ 86 Actions that Need Members’ Approval
§ 87 Classes of Membership
§ 88 Suspension and Expulsion of Members
Appendix
Index of Subjects
Quorums - Board and Shareholder
Without a quorum at a board meeting, official actions requiring a vote are invalid. According to parliamentary references, a quorum is determined on the basis of the number of members present, not how many voted.
The general rule is that the presence at a board meeting of a majority of the total number of directors is necessary to constitute a quorum. If there is a quorum, aboard may adopt a measure. Usually, the corporate documents may change the quorum requirements- up to a point. Applicable statutes and corporate documents must be consulted to see their impact on how to define a recognized and acceptable quorum.
This principle is well stated in a Delaware statue: "A majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation or the bylaws require a greater number."
TABLE OF CONTENTS
Chapter 7: Shareholders Meetings
§ 25 Electronic Means
§ 26 Proxies
§ 27 Waiver of Notice
§ 28 Notice of Shareholders Meetings
§ 29 Special Meetings of Shareholders
§ 30 Proxy Voting
Chapter 8: Voting (Generally)
§ 31 Voting
§ 32 Elections
Chapter 9: Bylaw Amendments
§ 33 Significance
Chapter 10: Popularity Voting, Tie, Votes, and Abstentions
§ 34 Plurality
§ 35 Tie Votes
§ 36 Abstentions
Chapter 11: Postponements and Adjournments
§ 37 Postponements of Meetings
§ 38 Adjournments
Chapter 12: Ratification of Vote
§ 39 General Principles
Chapter 13: Officers
§ 40 General Methods
§ 41 Removal of the Court
§ 42 Removal of the Shareholders
§ 43 Removal of the Board
§ 44 Written Consent
§ 45 Resignation
Chapter 14: Indemnification
§ 46 Major Procedural Considerations
§ 47 Need for a Quorum
Appendix
Index of Subjects
SAMPLE SECTION
Excerpted from the book on business corporations
Disclaimer
Introduction
Chapter 1: Presiding Officers, Meeting Rules, and Selected Parliamentary Procedures
§ 1 Presiding Officers
§ 2 Meeting Rules
§ 3 Selected Parliamentary Procedures
Chapter 2: Ex-offico Meeting Positions
§ 4 General Discussion
Chapter 3: Executive Session
§ 5 Description
Chapter 4: Minutes of Meetings
§ 6 Significance
§ 7 Unintended Uses
§ 8 Failure to take
§ 9 Draft Minutes
§ 10 Reports to the Board
§ 11 Approval
§ 12 Secrecy of an Executive Session
Chapter 5: Quorums- Board and Stakeholder
§ 13 Quorums for Board Meetings
§ 14 Stakeholders Meetings
§ 15 Disappearing Quorum
§ 16 Points of Order
Chapter 6: Board Meetings
§ 17 Electronic Means
§ 18 Unanimous Consent
§ 19 Proxies
§ 20 Waiver of Notice
§ 21 Notice of Special Meetings
§ 22 Defective Notice
§ 23 LLC
§ 24 Waiver of Meeting