1.

Purpose Of Parliamentary Procedure

The purpose of parliamentary procedure is to make it easier for people to work
together effectively and to help groups accomplish their purposes. Rules of procedure
should assist a meeting, not inhibit it. (Global National Paradigm School)
Its purpose is to help groups accomplish their tasks through an orderly, democratic
process. Parliamentary procedure is not intended to inhibit a meeting with unnecessary rules
or to prevent people from expressing their opinions. It is intended to facilitate the smooth
functioning of the meeting and promote cooperation and harmony among members. (IOWA
State University Extension, Simplified Parliamentary Procedure)
The goals of parliamentary procedure are to protect the rights of the minority,
maintain the rule of the majority, and promote the most efficient proceedings. (article par-
proc; Parliamentary Procedure in a Nutshell)
The purpose of parliamentary procedure is to expedite business, maintain order,
ensure justice, and make sure that the will of the organization is accomplished properly and
fairly. (Materials adapted from the Handbook for Municipal Officials and Handbook for
General Law Village Officials.)
2 What Is Parliamentary Procedure
Parliamentary procedure exists to facilitate the transaction of business and to
promote cooperation and harmony. (from Dr. John A. Cagle, Parliamentarian of the
Academic Senate and Professor of Communication at California State University, Fresno)
Parliamentary procedure is a set of well proven rules designed to move business
along in a meeting while maintaining order and controlling the communications process.
(IOWA State University Extension, Simplified Parliamentary Procedure)
Parliamentary Procedure is a protocol employed by legislative bodies to facilitate
meetings. (article par-proc; Parliamentary Procedure in a Nutshell)
3. Majority Rule
A majority vote decides an issue. In any group, each member agrees to be governed
by the vote of the majority. Parliamentary rules enable a meeting to determine the will of the
majority of those attending a meeting. (from Global National Paradigm School)
A majority vote decides an issue. (IOWA State University Extension, Simplified
Parliamentary Procedure)
4 Minority Right
The rights of the minority must be protected at all times. Although the ultimate
decision rests with a majority, all members have such basic rights as the right to be heard
and the right to oppose. (from Global National Paradigm School)
The rights of the minority must be protected. (IOWA State University Extension,
Simplified Parliamentary Procedure)
---
All members have equal rights, privileges, and obligations.
The majority has the right to decide. | The minority has rights which must be protected. (from
Dr. John A. Cagle, Parliamentarian of the Academic Senate and Professor of
Communication at California State University, Fresno)
The rights of all members-- majority and minority--should be the concern of every
member, for a person may be in a majority on one question but in minority the on the next.
(from Global National Paradigm School)
5 Quorum
“A quorum must be present for the group to act.
a quorum must be present to take legal action”
Announcement of Quorum—The executive council here determines whether a
sufficient percentage of members are present to conduct business. Without a quorum, the
body may still entertain debate and exchange information. However, any votes or elections
must be postponed. When a quorum is not achieved, the meeting can be immediately
adjourned.
(article par-proc; Parliamentary Procedure in a Nutshell)
The by-laws of a board or organization should specify the number of members that
must be present at a meeting in order to offi cially conduct business. This minimum number
of members is called a quorum. A quorum should be small enough to allow the organization
to conduct its business, but not so small that a minority of members can pass motions that
do not represent the opinions of the majority. Typically, a quorum is one person more than
half the total membership. Without a quorum, no offi cial business can be transacted. .
(IOWA State University Extension, Simplified Parliamentary Procedure)
6 Appeal
Appeal is to reverse or question the decision of the chair. (Materials adapted from the
Handbook for Municipal Officials and Handbook for General Law Village Officials.)
A member may appeal a decision to the chairperson at anytime. A second and a
majority vote is required. (IOWA State University Extension, Simplified Parliamentary
Procedure)
7 Motion
Motions that bring a question again before the assembly allow the assembly to
reopen a completed question
• To give members a chance to change their minds, some motions can be redebated and
revoted. The move must come from the prevailing side (yes if it was adopted; no if it failed),
move to reconsider
• To change what was adopted at a previous meeting, move to amend something previously
adopted
• To change the outcome of an affirmative vote, move to rescind
Each motion has its own rules regarding when it is in order, if it must be seconded, if it is.
A motion requires two people — a “mover” and a “seconder.”
“I move that we accept the treasurer’s report of June 3, 1999, as amended.” “I second that
motion.”
Strictly speaking, a motion must be made and seconded before any discussion on the topic
can begin. In practical terms, a preliminary discussion frequently occurs prior to the actual
motion being made. This gives people time to formulate some opinions and ideas before
making the formal motion. This can result in a more precisely worded motion. A lot of time is
wasted at meetings trying to get the proper wording for a motion. Motions should be short,
precise, and in writing. Departing from strict parliamentary procedure is the chairperson’s
decision. Care must be taken not to let the meeting get out of control with a wandering
discussion prior to a motion being made.
The Steps of A Motion
1. A member is recognized by the chairperson to speak.
2. The member makes a motion: “I move that . . . . .”
3. The chairperson asks if there is a second to the motion.
4. The chairperson recognizes a member who wants to second the motion.
5. The member “seconds the motion.”
6. The chairperson repeats the motion exactly as stated. (In practical terms, the chairperson
often rewords the motion for clarity with the consent of the person who made the motion and
the person who seconded it.)
7. The chairperson opens the fl oor for discussion. It is customary to allow the person
making the motion to speak fi rst and to make closing remarks after everyone else has had a
chance to speak. Members may speak on the issue after being recognized by the chair. A
member may not speak a second time on the issue until all other members have had an
opportunity to speak a fi rst time.
8. When everyone has had an opportunity to speak, the chairperson should restate the
motion and conduct a vote (voice vote, show of hands, ballot, stand up, roll call), counting
those in favor and against. “All in favor of the motion say ‘aye’.” “All opposed, say ‘no’.” Most
motions are decided by the majority of the votes cast. The results of the vote should be
announced to the group.
Seconding The Motion: Is It Always Necessary?
The underlying reason for requiring motions to be seconded is to make sure the group
doesn’t waste time discussing something favored by only one person. Therefore, the chair
may ignore this when dealing with routine non-controversial motions or motions that clearly
have signifi cant support among the members (unless the organization is required by rule to
identify the person who seconds a motion.) Small groups or committees may decide to
completely eliminate any requirement for a second (IOWA State University Extension,
Simplified Parliamentary Procedure)
Motions- A motion is a suggestion to the senate to take a specific action. Any member of the
Senate may propose a motion (provided it is in order). To propose a motion, raise your
placard and wait to be identified by the President. Bills and Resolutions in New Business are
Main Motions (automatically proposed as we come to them on the agenda). As these are
debated, other motions are used to help resolve the issue. Only one main motion can be
considered at a time. (article par-proc; Parliamentary Procedure in a Nutshell)
Members express themselves in a meeting by making motions. A motion is a proposal that
the entire membership take action or a stand on an issue.
Individual members can:
• Call to order • Debate motions
• Second motions • Vote on motion
There are four basic types of motions:
• Main motions: The purpose of a main motion is to introduce items to the membership for
their consideration. They cannot be made when any other motion is on the floor, and they
yield to subsidiary, privileged and incidental motions.
• Subsidiary motions: Their purpose is to change or affect how a main motion is handled,
and is voted on before a main motion.
• Privileged motions: Their purpose is to bring up items that are urgent or important matters
unrelated to pending business.
• Incidental motions: Their purpose is to provide a means of questioning procedure
concerning other motions and must be considered before the other motion (Global National
Paradigm School)
The five classes of motions and when to use them:
1. Main motion- To introduce a subject, make a main motion
2. Subsidiary motions assist the members in treating or disposing of a main motion
• To kill or reject a main motion without a direct vote on it, move to postpone indefinitely
• To change a pending motion, move to amend
• To send a pending question to a small group for further study, move to commit or refer
• To put off action or a decision until later in the same or next meeting, move to postpone
definitely
• To change the rules of debate, move to limit or extend limits of debate
• To close debate, move the previous question
• To set aside the pending question temporarily in order to take up more pressing business,
move to lay on the table
3. Privileged motions deal with rights and privileges of members and do not directly affect
the main motion.
• To return to the printed agenda, call for the orders of the day
• To secure a privilege, such as insuring your ability to see or hear, raise a question of
privilege
• To take a short break in the meeting, move to recess
• To close a meeting, move to adjourn
• To set a time to continue the business to another day without adjourning the current
meeting, move to fix the time to which to adjourn
4. Incidental motions are incidental to the business at hand
• To endorse the rules, rise to a point of order
• To reverse or question the decision of the chair, appeal
• To question the correctness of a voice vote as announced by the chair, call for a division of
the assembly (rising vote)
5. Motions that bring a question again before the assembly allow the assembly to reopen a
completed question
• To give members a chance to change their minds, some motions can be redebated and
revoted. The move must come from the prevailing side (yes if it was adopted; no if it failed),
move to reconsider
• To change what was adopted at a previous meeting, move to amend something previously
adopted
• To change the outcome of an affirmative vote, move to rescind
Each motion has its own rules regarding when it is in order, if it must be seconded, if it is
debatable or amendable, and what vote is required for adoption; and even if it can be
reconsidered. (Materials adapted from the Handbook for Municipal Officials and Handbook
for General Law Village Officials.)
8 Disciplinary Procedure
The Standard Code of Parliamentary Procedure (TSC) states that in trials of
disciplinary procedures, members should be given due notice and a fair hearing. The trial
could be held in a meeting of the organization or in a meeting of a committee appointed by
the organization for such a purpose.
9 Suspension Of The Rules
In parliamentary procedure, a suspension of the rules allows a deliberative assembly
to set aside its normal rules to do something that it could not do otherwise. However, there
are rules that cannot be suspended.
Rules are essential to the regularity of the proceedings. They protect the principles of
parliamentary procedure order, the right of individual members and of minorities to be heard,
and the right of a majority to carry out its will. For these reasons, members have a right to
insist on the observance of the rules. Yet, the assembly may dispense with certain rules.
Special rules of order, rules contained in the parliamentary authority, the standing
rules of the assembly, and rules of order contained in the bylaws or constitution may be
suspended. In addition, the bylaws may provide for a specific rule to be suspended.
Depending on the type of rule being suspended, a motion to suspend the rules could
be adopted with a two-thirds vote. In many cases, suspension of the rules may take place
with unanimous consent.Typically, a member will make a request to consider particular
business or take a special action not permitted by the rules. The chair will ask if there is any
objection; if there is no objection, the rules are suspended.
10 Example Of Parliamentary Proceeding
Senate Inquiries The Senate or the House of Representatives or any of its respective
committees may conduct inquiries in aid of legislation in accordance with its duly published
rules of procedure. The rights of persons appearing in or affected by such inquiries shall be
respected.
11 Articles Of Incorporation.

The Articles of Incorporation (AoI) is known as a charter document; it helps establish the

legal existence of a company in North America (United States[ 1 ] , Canada[ 2 ] , and Mexico[ 3 ] )
and some jurisdictions worldwide, including Japan[ 4 ]  and South Korea[ 5 ] .  

It’s a regulatory document that outlines a company’s operations and its purpose.

Regulatory authorities establish the minimum requirements for Article contents within a given
jurisdiction.  

Articles of Incorporation are a baseline, minimum requirement to conduct commercial activity

as an independent legal entity. Depending on circumstances, however, management teams
can expand beyond just the basics to suit specific business circumstances.
 The Articles of Incorporation (AoI) can be considered the “constitution of a company.” At a
minimum, it must meet the rules and regulations governing the particular business structure
within a jurisdiction.
 The articles state the organization’s purpose and broad strategies to accomplish its short-
term and long-term goals.
 Generally, the articles detail a company’s legal form, purpose, capital structure, governance,
records, and other terms of its existence.

12 By Laws
The bylaws set the rules on how meetings are called and scheduled, as well as how they
should be conducted. This provides a way for the board to remain updated on the company’s
status and to address issues that concern the organization.

Company Bylaws vs. Articles of Incorporation

The Articles of Incorporation are necessary in order for an organization to be created legally
and be included among the independent business entities in a given state. Containing the
most basic information about the company and outlining what it is about, the Articles of
Incorporation are drafted and then filed with the state agency that is in charge of business
registration.

The bylaws, on the other hand, need not be filed with the state agency. They are used within
the company as a guide for efficient operations. Drafting the bylaws is often considered the
board of directors’ first action as a business entity. Company bylaws are more detailed, as
compared to the Articles of Incorporation.