In Good Order Consulting is committed to helping organizations strengthen their governance practices. This page offers practical insights and guidance on parliamentary procedure, effective meetings, and organizational governance.
In formal meetings, most business is conducted through motions. The basic process follows a clear sequence that allows members to propose ideas, discuss them, and make decisions. (RONR, 12th ed., §4:7-35)
A member makes a motion - after obtaining the floor.
Another member seconds the motion - signifying only that the motion should be discussed.
The chair states the motion to the assembly - making sure members know exactly what will be debated and voted on.
Members debate the motion - discussing its merits before a vote.
The chair puts the question to a vote - the "question" being the motion.
The chair announces the result and effect of the vote - "the motion is adopted, and the assembly will host the gala."
Following these steps helps ensure that decisions are made in an orderly and fair manner.
A quorum is the minimum number of members who must be present for an organization to conduct official business (i.e. vote and make decisions).
The quorum is typically defined in the organization’s bylaws. If the bylaws do not specify a number, a quorum is generally understood to be a majority of the membership. (RONR, 12th ed., §3:3)
Without a quorum, the group may still:
fix the time to which to adjourn
adjourn
recess
take measures to obtain a quorum
However, substantive business cannot be conducted until a quorum is present.
A two-thirds vote is required when a decision would limit the rights of members or restrict debate. (RONR, 12th ed., §44)
Common examples include:
Previous Question (closing debate)
Limiting or extending debate
Suspending the rules
Amending bylaws (requires previous notice + a two-thirds vote, OR a majority of the entire membership, unless the bylaws provide otherwise). (RONR, 12th ed., §57:1)
The higher vote threshold helps protect the rights of the minority while allowing the majority to make decisions.
A motion may be ruled out of order if it violates the rules of the organization or conflicts with parliamentary procedure. (RONR, 12th ed., §23; §4)
Common reasons include:
the motion conflicts with the bylaws or adopted rules
the motion is not relevant (germane) to the business before the assembly
the same question has already been decided during the session
the motion conflicts with a motion that is currently pending
The chair is responsible for ruling motions in or out of order, though members may appeal the chair’s decision. (RONR, 12th ed., §24)
The chair plays a critical role in ensuring that meetings are conducted efficiently, fairly, and in accordance with an organization’s governing rules. Beyond facilitating discussion, the chair helps guide the meeting process, maintain order, and ensure that decisions are reached through clear and recognized procedures. When this role is understood and exercised effectively, meetings tend to be more productive and respectful of all participants. Understanding the responsibilities of the chair can significantly improve the quality of an organization’s decision-making process.
Bylaws provide the foundation for an organization’s governance, yet many groups adopt them at formation and rarely revisit them. Over time, organizational structure, leadership roles, and operational needs evolve. When governing documents no longer reflect current practice, confusion can arise around elections, decision-making, and even who holds authority. Recognizing the signs that bylaws need review is key to maintaining clear, effective, and transparent governance.