Tag: rules of order

Rules of Order for Board and General Members’ Meetings

From Organizational Bylaw #83, Schedule A: Rules of Order

Updated by Bylaw #87, 2024

These are the rules of order for both Board and members’ meetings.

These rules replace any other rules such as Robert’s Rules of Order. There are also comments that explain the meaning of some of the rules. The comments are part of the rules.

Rule 1: Chair

In these rules of order, the “chair” means the person chairing the meeting at the time that the rule applies.

1. Choosing chair: The chair is chosen as stated in section 5.1 of the By-law (Chair).

2. Role of chair: The chair makes sure that meetings run smoothly. The chair tries to make sure that members have a chance to discuss every item on the agenda fully and fairly and that the meeting comes to a clear conclusion.

3. Participation by chair: A chair who wants to discuss a motion must step down until the meeting has dealt with all matters concerning the motion. Another person approved by the members can chair the meeting in the meantime. This applies whether the chair is a member or non-member.

4. Voting by chair: Section 5.3(d) of the By-law (Voting – Voting by chair) states when the chair can vote.  For directors’ voting at Board meetings, see article 11.6 in this bylaw.

Rule 2: Motions

1. How to deal with things: A meeting can deal with an item of business on the agenda in three ways:

  •  The member who asked that the item be put on the agenda can ask the members to approve a proposal by “moving” it. If the member does not want to make a motion, another member can make one.
  • The chair can present an item on the agenda and ask if any member wishes to make a motion.
  • A member can present an item on the agenda for discussion without making a motion. The chair decides if a motion is needed. If so, the chair asks for a motion.

2. Seconder needed: Another member must “second” a motion. If there is no seconder, members cannot discuss the motion.

3. One motion at a time: Members can only discuss one main motion at a time.

Comment: A main motion tells members what the proposal is. It’s helpful if the motion can be written and sent to members before the meeting. If possible, get motions written, given to the chair, and written on a flip chart for members. The secretary reads the motion to the members before a vote is taken.

Rule 3: Speaking

1. Speaking on a motion: Members can discuss a motion after it has been moved and seconded. The chair controls the discussion. Members speak as follows:

  • They can ask questions for information. The chair or the member who moved the motion can answer the questions.
  •  They can speak for or against the motion.
  • They speak to the chair.
  • Each speaker speaks for 3 minutes or less. The chair can set a longer or shorter time limit.
  • Members can speak more than once on an item only after all others who want to speak have done so. The chair can make exceptions.

Comment: All those who want to speak should raise their hands or indicate through an electronic message.
. The chair may keep a speakers’ list and call members to speak in order if they have not already spoken. The chair may rule speakers “out of order” if their comments are off the point. Speakers must stop speaking when their time is up.

Rule 4: Amendments

1. Motion to amend: When a member is speaking, the member can suggest a change to a main motion. The member does this by moving an amendment. The motion to amend must be seconded like any other motion.

2. Majority needed: An amendment must have the same majority as the motion that it amends. This means that an amendment to a proposed by-law requires a two-thirds majority vote to pass.

3. When not permitted: An amendment cannot in the opinion of the chair:

  • be unrelated to the main motion; or
  • be contrary to the meaning of the main motion.

Comment: Members cannot amend a motion by moving a whole new motion, or by an amendment that is directly against the meaning of the main motion. 

A member who wants something contrary to the main motion can

  •  speak against the motion
  • ask the mover and seconder to withdraw the main motion
  • ask the members to defeat the main motion so a different motion can be moved.

4. Friendly amendments: A member can ask that the mover and seconder of the main motion accept a change to their motion. If they accept the change, it becomes part of the main motion.

5. Withdrawal of a motion: The member who moved a motion can withdraw it at any time during the discussion if the seconder agrees. If any members still want to vote on the motion, they can move and second the same motion themselves.

Comment: The mover might decide that this is not the right time to make a decision, or might feel that someone else has a better motion to present.

Rule 5: Procedures for Amendments

1. Discussion on amendments: After an amendment has been moved and seconded, speakers can only speak about the amendment. They continue to do so until the amendment has been voted on. The chair will keep a separate speakers’ list for the discussion on amendments.

2. After amendment: After the amendment has been voted on, discussion can continue on the motion as amended or the original motion if the amendment was defeated.

3. Only one amendment: Only one motion to amend can be on the floor at one time. After the meeting deals with that amendment, members can move other amendments if they wish.

4. Chair can authorize more than one: Despite the above, the chair can authorize more motions to amend before earlier ones have been voted on. This would only apply if the later amendment would change the terms of the first one. Amendments are discussed and voted on in reverse order from when they were moved. This means that only the current amendment can be discussed until it is voted on.

Comment: Usually only one amendment at a time should be under consideration. Members can easily become confused if there are several amendments being discussed at once. If the chair decides there can be more amendments, there should be great care taken to see that members understand what the current amendment is.

Rule 6: Voting

1. When to vote: The chair calls for a vote

  • after every member who wishes to speak has spoken
  • at a fixed time that the members decided the vote would take place
  • after the members pass a motion to call the question

2. How to vote: Voting is by show of hands unless the Co-op Act or the co-op’s by-laws say that a vote will be by secret ballot. See section 5.3(c) of the By-law (Voting – Secret ballot).

Comment: A vote by ballot may be better if the item is a sensitive one. But it often takes a lot of time.

3. Counting: The chair counts the votes and rules on whether or not the motion has passed unless the co-op’s by-laws say something different. See By-law sections 8.1 (Election Officer or Committee) and 8.2 (Election Procedures).

4. Recount: For election of directors, recount rules are stated in section 8.3 of the By-law (Recount). In other cases, a member can request a recount immediately after the results are announced. If a quorum is no longer present, the results that were originally announced will stand. If a quorum is still present, then

  • if the vote was by show of hands, there must be an immediate recount.
  • if the vote was by ballot and four other members support the request, there must be an immediate recount with scrutineers.

5. Majority: Motions are decided by simple majority unless the Co-op Act or the co-op’s by-laws say something else. See section 5.4 of the By-law (Majority Required).

Comment: A simple majority is more than half of the votes cast. A two-thirds majority is at least two-thirds of the votes cast. Abstentions and spoiled ballots are not considered votes cast. Examples:

ï Simple majority:

ï 31 members present and 25 vote

ï a simple majority is 13 (more than 25/2 = 12 1/2)

ï it is not 50% plus one (more than 12 1/2 + 1 = 13 1/2), which would be 14.

ï Two-thirds majority:

ï 31 members present and 26 vote

ï a two-thirds majority is 18 (at least 2/3 x 26 = 17 1/3)

ï it is not 17, because it has to be “at least” 17 1/3

Rule 7: Motions About Procedure

1. Calling the question (Vote immediately): When a member is speaking, the member can ask for an immediate vote by saying “I call the question” or “I move to end the debate”. There must be a seconder. The chair will immediately ask the members to vote on whether they want to finish the discussion at this point. A two-thirds majority vote is needed. The vote is by show of hands.

  •  If the motion to call the question is carried, the members then vote on the main motion or amendment.
  • If the motion to call the question is defeated, members can continue the discussion.

Comment: A motion to call the question should be used when members seem to be ready to vote and when speakers are not saying anything new. It should be used carefully because it may take away someone’s right to speak.

2. Motion to postpone: When a member is speaking on a motion or amendment, the member can make a motion to postpone any decision. There must be a seconder to the motion to postpone. A simple majority is needed. The vote is by show of hands. There are three kinds of motion to postpone.

(a) Defer the motion: This means to put off discussion to another time. The motion can be discussed before voting on it. The motion must state the time or how the time will be decided. Examples:

• until 9:30 p.m. during the same meeting

• until after item … on the agenda for the same meeting

• until the next meeting

• until a special meeting to be called by the board.

(b) Refer the motion: This means to refer the motion to the board or a committee for a recommendation. They will bring the issue back to the members at a later time. The motion can be discussed before voting on it.

(c) Table the motion: This means to put off the motion for an indefinite time. It is usually used when members don’t want to discuss something, or to express their opinions. There is no discussion or debate before voting on the motion.

3. Motion to take from the table: When a motion has been tabled, it can be brought back to the members by a motion “to take from the table”. This must be on the agenda if it is at a different meeting. There must be a seconder to the motion to take from the table. It can be discussed before voting on it. A simple majority is needed. The vote is by show of hands.

4. Motions that waste time: The chair can rule a motion out of order on the grounds that it is absurd or wasting time and not worth the members’ attention.

Rule 8: Interruptions

1. Limits: Members cannot interrupt another speaker or speak out of turn except in the specific situations stated in this rule. In all cases the interruption must be as brief as possible and not part of a debate. Members who want to interrupt under this rule should stand up and politely say what their interruption is about.

2. Point of order: Members can raise a point of order if they think that the meeting is not following the correct procedure or there is not a quorum at the beginning of a meeting or at the time of a vote. The chair rules on the point of order and takes any action that is necessary.

3. Question of privilege (point of privilege): Members who feel that there is a risk to the rights, safety or comfort of the members (or of one member) can raise a question of privilege. It may be a simple thing, such as the need for better ventilation, or for the use of a microphone. The chair rules on the question of privilege and takes any action that is necessary.

4. Point of information: Members can raise a point of information if they have an important piece of information or question and dealing with it will save time in the discussion. A point of information must be very brief. The chair rules on whether it is a point of information and what action should be taken.

5. Appeals from the chair: Members can appeal when they think a ruling of the chair is not correct. The appeal must be made immediately after the ruling. There must be a seconder. Both the member who appealed and the chair can give their reasons. There is no other debate or discussion. The chair does not step down. The question: “Do we confirm the decision of the chair?” is put to the vote. The chair does not vote. If the vote is tied, the chair’s ruling is confirmed.

Comment: The chair does not have to resign if an appeal is supported by a majority of members. Members have the right to decide how their meetings should run. An appeal is not a vote of confidence. It is simply a way for members to control their meeting.

Rule 9: Unacceptable Behaviour 

. Vote of members: If a member’s behaviour is unruly or inappropriate in a significant way that interferes with the conduct of a meeting, the member may be ejected from the meeting or disconnected electronically by vote of the members present. There is no discussion or debate. A simple majority is needed. 

2. With or without motion: The chair can put the question to the members without a motion. A motion can also be made by anyone who is speaking on a motion or amendment, but only if the chair permits it. The motion needs a seconder. 

3. Refusing to leave meeting: If a member does not leave the meeting after a motion has been passed to eject the member and cannot be disconnected electronically, the member will be considered in breach of the Organizational By-law. Repeated breaches are grounds for eviction under the Occupancy By-law. In addition, the chair or the meeting may take any other measures that are appropriate to remove the member from the meeting.

 

General Members’ Meetings and Rules of Order

A summary of  key points that the Board and members should know about general members’ meetings (GMMs), based on Organizational Bylaw #83.

Article 3.3. Notice of Members’ Meetings

Length of notice
Notice of a members’ meeting has to be given at least ten days before the date of the meeting, except for Continuing Meetings, 4.3 C). It can’t be given more than forty-nine days before the meeting.

Who gets notice
Notice of a members’ meeting has to be given to everyone who is a member at the time the notice is sent out. (Note: The membership process is only completed when the new member signs the occupancy agreement.)

Contents of notice
Notice of a members’ meeting has to state the date, time and place of the meeting. It has to include an agenda for the meeting or state the general nature of the business at the meeting.

Financial statements
A copy of the financial statement and auditor’s report has to be given to each member at least ten days before the annual general meeting.

Proposed by-law or budgets
A proposed by-law or budget has to be mentioned in a notice of meeting or an agenda sent out with the notice. A copy of the proposed by-law or budget has to be given to each member at least five days before the meeting.

Article 4.2. Authority of Members’ Meetings
A members’ meeting can amend any by-law or budget presented to it. Any decision at a members’ meeting must be within the powers of the members as stated in section 6.1 of this By-law (Co-op Act Requirements). See also Amendments in Schedule A Rules of Order, Section 4.

Article 4.3 Quorum
Sixty (60) members is the minimum number that must be present for the co-op to hold a legal members’ meeting.

Article 4.4. Attendance by Non-Members
(a) Non-members
Non-members, including staff, can attend and speak at members’ meetings only if the chair gives them permission. The members can reverse the chair’s permission. Non-members cannot vote or make motions.

Article 5.2. Rules of Order
The Rules of Order are a part of this By-law. They are attached as Schedule A. The chair uses the Rules of Order to run members’ meetings, and decides any question about procedure that is not in the Rules of Order. The members have the right to appeal the chair’s ruling as stated in the Rules of Order.

Voting by chair at members’ meetings
The chair can vote only if the chair is a member of the co-op and only in the following situations.
• Secret ballot: The chair can vote on a secret ballot. If it is a tie, the chair does not get a second vote.
• Other votes: The chair can vote only to break a tie. Otherwise, the chair does not vote.

Article 5.4. Majority Required
(a) Simple majority
A simple majority vote is needed to make any decision at a members’ meeting unless a by-law or the Co-op Act has other requirements.
A simple majority is more than half the votes cast, without counting abstentions.
A tie vote defeats the motion.

Note: The operating and capital budget require a simple majority vote in favour. Exception:  Major Commitments (Article 24.2)

(b) Two-thirds majority
A two-thirds majority vote is needed to confirm by-laws and by-law amendments. This means at least two-thirds of the votes cast, without counting abstentions and without rounding.

A two-thirds majority vote is also needed to confirm special resolutions. Special resolutions are required in certain situations stated in the Co-op Act and the co-op by-laws. Examples are when amending the Articles of Incorporation and when approving Major Commitments under Article  24.2(a) (Approval Process – How member approval is given).

(c) Calculating majorities
Rule 6 in Rules of Order (Voting) in the Rules of Order states how a simple majority and a two-thirds majority are calculated. Examples are in the Comment in Rule 6 of Rules of Order.

Article 6. Member Control
6.1. Co-op Act Requirements
The Co-op Act states the basic requirements for member control and board. of directors responsibility. These are:
(a) Board responsibility
The board supervises the management of the affairs and business of the co-op.
(b) Member control
The members do not manage the affairs of the co-op. They have final say only in the ways stated in the Co-op Act. In addition, the by-laws require member approval for certain actions. Examples where member approval is required are:
• electing directors
• removing directors
• approving the housing charges
• approving operating and capital budgets
• appointing the auditor
• approving commitments as stated in section 24.1(a) (Major Commitments – When member approval is needed)
• confirming by-laws and by-law changes

Rules of Order,  Schedule A, Organizational Bylaw

Rule 1: Chair

In these rules of order, the “chair” means the person chairing the meeting at the time that the rule applies.

1. Choosing chair: The chair is chosen as stated in section 5.1 of the By-law (Chair).

2. Role of chair: The chair makes sure that meetings run smoothly. The chair tries to make sure that members have a chance to discuss every item on the agenda fully and fairly and that the meeting comes to a clear conclusion.

3. Participation by chair: A chair who wants to discuss a motion must step down until the meeting has dealt with all matters concerning the motion. Another person approved by the members can chair the meeting in the meantime. This applies whether the chair is a member or non-member.

4. Voting by chair: Section 5.3(d) of the By-law (Voting – Voting by chair) states when the chair can vote. For directors’ voting at Board meetings, see article 11.6 in this bylaw.

Rule 2: Motions

How to deal with things: A meeting can deal with an item of business on the agenda in three ways: 

• The member who asked that the item be put on the agenda can ask the members to approve a proposal by “moving” it. If the member does not want to make a motion, another member can make one.

•. The chair can present an item on the agenda and ask if any member wishes to make a motion.

•. A member can present an item on the agenda for discussion without making a motion. The chair decides if a motion is needed. If so, the chair asks for a motion.

2. Seconder needed: Another member must “second” a motion. If there is no seconder, members cannot discuss the motion.

3. One motion at a time: Members can only discuss one main motion at a time.

Comment: See Rules about more than one amendment. 
A main motion tells members what the proposal is. It’s helpful if the motion can be written and sent to members before the meeting. If possible, get motions written, given to the chair, and written on a flip chart for members. The secretary reads the motion to the members before a vote is taken.

Rule 3: Speaking

Speaking on a motion: Members can discuss a motion after it has been moved and seconded. The chair controls the discussion.More details in Schedule A: Rules of Order

Rule 4: Amendments

1. Motion to amend: When a member is speaking, the member can suggest a change to a main motion. The member does this by moving an amendment. The motion to amend must be seconded like any other motion.

2. Majority needed: An amendment must have the same majority as the motion that it amends. This means that an amendment to a proposed by-law requires a two-thirds majority vote to pass.

3. When not permitted: An amendment cannot in the opinion of the chair:
• be unrelated to the main motion; or
be contrary to the meaning of the main motion.

Comment: Members cannot amend a motion by moving a whole new motion, or by an amendment that is directly against the meaning of the main motion.

A member who wants something contrary to the main motion can
• speak against the motion
• ask the mover and seconder to withdraw the main motion
• ask the members to defeat the main motion so a different motion can be moved.

4. Friendly amendments: A member can ask that the mover and seconder of the main motion accept a change to their motion. If they accept the change, it becomes part of the main motion.

5. Withdrawal of a motion: The member who moved a motion can withdraw it at any time during the discussion if the seconder agrees. If any members still want to vote on the motion, they can move and second the same motion themselves.

Comment: The mover might decide that this is not the right time to make a decision, or might feel that someone else has a better motion to present.

Rule 5: Procedures for Amendments

1. Discussion on amendments: After an amendment has been moved and seconded, speakers can only speak about the amendment. They continue to do so until the amendment has been voted on. The chair will keep a separate speakers’ list for the discussion on amendments.
2. After amendment: After the amendment has been voted on, discussion can continue on the motion as amended or the original motion if the amendment was defeated.

3. Only one amendment: Only one motion to amend can be on the floor at one time. After the meeting deals with that amendment, members can move other amendments if they wish.

Comment: Usually only one amendment at a time should be under consideration. Members can easily become confused if there are several amendments being discussed at once. If the chair decides there can be more amendments, there should be great care taken to see that members understand what the current amendment is.

Rule 6: Voting

When to vote: The chair calls for a vote
• after every member who wishes to speak has spoken
• at a fixed time that the members decided the vote would take place
after the members pass a motion to call the question
More examples in the Schedule.

OR

Rule 7: Motions About Procedure

1. Calling the Question: When a member is speaking, the member can ask for an immediate vote by saying “I call the question” or “I move to end the debate”. There must be a seconder. The chair will immediately ask the members to vote on whether they want to finish the discussion at this point. A two-thirds majority vote is needed. The vote is by show of hands.
• If the motion to call the question is carried, the members then vote on the main motion or amendment.
• If the motion to call the question is defeated, members can continue the discussion.

Comment: A motion to call the question should be used when members seem to be ready to vote and when speakers are not saying anything new. It should be used carefully because it may take away someone’s right to speak.

For more see
https://www.woodsworthcoop.ca/index.php/by-laws/organizational-by-law/

The full Rules of Order that Woodsworth must use are in Schedule A.