CHAPTER

I

The Deliberative Assembly:

Its Types and Their Rules


§1. THE DELIBERATIVE ASSEMBLY

Nature of the Deliberative Assembly

A deliberative assembly--the kind of gathering to which parliamentary law is generally understood to apply--has the following distinguishing characteristics:

The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, while resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above.

The distinction should be noted between the assembly (that is, the body of people who assemble) and the meeting (which is the event of their being assembled to transact business). The relation between these terms, however, is such that their application may coincide; a "mass meeting," for example, is described below as one type of assembly. The term meeting is also distinguished from session, according to definitions stated in 8. A session may be loosely described as a single complete course of an assembly's engagement in the conduct of business, and may consist of one or more meetings.

A member of an assembly, in the parliamentary sense, as mentioned above, is a person having the right to full participation in its proceedings-that is, as explained in 3 and 4, the right to make motions, to speak in debate on them, and to vote. Some organized societies define different classes of "membership," not all of which may include this status. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as "voting members" when it is necessary to make a distinction.

A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law--or common parliamentary law (as discussed in the Introduction)to the extent that there is agreement in the meeting body as to what these rules and practices are. Most assemblies operate subject to one or more classes of written rules, however, that the particular bodyor, sometimes, a higher authority under which it is constitutedhas formally adopted. Taken as a whole, such rules may relate to the establishment of the organization or society of which the assembly is the meeting body, they may interpret or supplement the general parliamentary law, or they may involve provisions not directly related to the transaction of business. The classes of rules that an assembly or an organization may adopt and the position that the rules in this book assume within such a body's overall system of rules arc initially explained in 2. Aside from rules of parliamentary procedure and the particular rules of an assembly, the actions of any deliberative body are also subject to applicable local, state, or national law and would be null and void if in violation of such law.

The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approvalimplying assumption of responsibility for the actmust be registered by more than half of the members present and voting on the particular matter, in a regular or properly called meeting at which the necessary minimum number of members, known as the quorum (pp. 19-20), is present (see also pp. 395 ff). Modifications of the foregoing principle that impose a requirement of more than a majority vote arise: (a) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (b) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly's membership.

When a decision is to be based on more than a majority, the requirements most commonly specified, depending on the case, are: (1) a two-thirds vote--that is, the expressed approval of at least two thirds of those present and voting; (2) previous notice, which means that notice of the proposal to be brought upat least briefly describing its substancemust be announced at the preceding meeting, or must be included in the "call" of the meeting at which it is to be considered (see also pp. 118-121); or (3) both (1) and (2). The call of a meeting is a written notice of its time and place, which is mailed or distributed to all members of the organization a reasonable time in advance. Other bases for decision which find use in certain cases are defined in 43.

Types of Deliberative Assembly

The deliberative assembly may exist in many forms. Among the principal types which it is convenient to distinguish for the purposes of parliamentary law are: (1) the mass meeting; (2) the assembly of an organized society, particularly when meeting at the local or lowest subdivisional level; (3) the convention; (4) the legislative body; and (5) the board. A brief introductory explanation of the five principal types of deliberative assembly is given below.

THE MASS MEETING. The mass meeting is the simplest form of assembly in principle, although not the one most frequently encountered. A mass meeting is a meeting of an unorganized group which is announced as open to everyone (or everyone within a specified sector of the population) interested in a particular problem or purpose defined by the meeting's sponsors, and which is called with a view to appropriate action to be decided on and taken by the meeting body. A series of connected meetings making up a session may be held on such a basis. The class of persons invited might be, for example, supporters of a given political party, homeowners residing within a certain city, persons opposed to a tax increase, or any similar group. Admittance may be limited to the invited category if desired. Everyone who attends a mass meeting has the right to participate in the proceedings as a member of the assembly, upon the understanding that he is in general sympathy with the announced object of the meeting.

It should be noted that a large attendance is not an essential feature of the mass meeting, although it may usually be desired. A series of meetings held for the purpose of organizing a society are in the nature of mass meetings until the society has been formed.

Mass meetings are particularly treated in 52.

THE LOCAL ASSEMBLY OF AN ORGANIZED SOCIETY. The assembly at the meetings of an organized permanent society existing as a local club or local branch is the type of assembly with which the average person is most likely to have direct experience. As the highest authority within such a society or branch (subject only to the provisions of the bylaws or other basic document establishing the organization), this body acts for the total membership in the transaction of its business. Such an assembly's membership is limited to persons who are recorded on the rolls of the society as voting members in good standing. The bylaws of an organized local society (see 2) usually provide that it shall hold regular meetings at stated intervalssuch as weekly, monthly, quarterly, or sometimes even annuallyand also establish a procedure for calling special meetings as needed (9). Each of these meetings in such an organization normally is a separate session (8).

THE CONVENTION. A convention is an assembly of delegates (other than a permanently established public lawmaking body) chosen, normally for one session only, as representatives of constituent units or subdivisions of a much larger body of people in whose name the convention sits and acts.

The most common type of convention is that of an organized state or national societyheld, for example, annually or bienniallyin which the delegates are selected by, and from among the members of, each local branch. A convention is sometimes also called for the purpose of forming an association or federation; or, like a mass meeting, it may be convened to draw interested parties or representatives of interested organizations together in acting upon a common problem. The ordinary convention seldom lasts longer than a week. In principle, however, there is no limit on the length of the convention session. A constitutional convention, for example-convoked to draft a proposed new state constitution-may continue for weeks or months.

The voting membership of a convention consists of persons who hold proper credentials as delegates or as persons in some other way entitled to such membership, which must be certified and reported to the convention by its Credentials Committee.

The conclusion of the convention session normally dissolves the assembly. In the case of a state or national society, when another convention convenes a year or two later, it is a new assembly.

Conventions are particularly treated in 57, 58, and 59.

THE LEGISLATIVE BODY. The term legislative body refers to a constitutionally established public law-making body of representatives chosen by the electorate for a fixed term of office such as Congress or a state legislature. Such a body typically (though not always) consists of two assemblies or "houses"; and its sessions may last for months, during which it meets daily and its members are paid to devote their full time to its work and can be legally compelled to attend its meetings.

Each state or national legislative assembly generally has its own well-developed body of rules, interpretations, and precedents, so that the exact procedure for a particular legislative house can be found only in its own Manual.

In this connection, however, it should be noted that certain smaller public bodies may serve a law-making function yet not assume the character of a full-scale legislative assembly, and instead may somewhat resemble a board or the assembly of a society. An example of such a body might be a city council which meets weekly or monthly and whose members continue their own full-time occupations during their term of service.

THE BOARD. A board, in the general sense of the term, is an administrative, managerial, or quasi-judicial body of elected or appointed persons which has the character of a deliberative assembly (as described on pp.1 and 2) with the following variations:

  1. boards have no minimum size and are frequently smaller than most other assemblies; and
  2. while a board may or may not function autonomously, its operation is determined by responsibilities and powers delegated to it or conferred on it by authority outside itself.

A board may be assigned a particular function on behalf of a national, state, or local government, as a village board which operates like a small city council, a board of education, or a board of examiners. In a non-stock corporation that has no assembly or body of persons constituting a general voting membership, as a university or a foundation, the board of directors, managers, trustees, or governors is the supreme governing body of the institution. Similarly, in a stock corporation, although the board of directors is elected by stockholders who hold an annual meeting, it constitutes the highest authority in the management of the corporation. A board within an organized society is an instrumentality of the society's full assembly, to which it is subordinate. Boards are discussed in greater detail in 48.

Applicability of Modified Parliamentary Rules in Small Boards and Committees

The distinction between a board and a committee must be briefly noted here for an understanding of what follows. Boards of any size are a form of assembly as just explained. Committees, on the other hand, are bodies that are often, but not necessarily, very small, and that are subordinate instruments of an assembly or are accountable to a higher authority in some way not characteristic of an assembly. A large board, and a large committee, generally follow parliamentary procedure the same as any assembly. In small boards and committees, most parliamentary rules apply, but certain modifications permitting greater flexibility and informality are commonly allowed. Whenever it is stated in this book that a particular rule applies to "small boards and committees," the size implied will depend somewhat on conditions, but such a group is usually to be understood as consisting of not more than about a dozen persons. The distinguishing characteristics of boards and committees are discussed in 48 and 49.

§2. RULES OF AN ASSEMBLY OR ORGANIZATION

An organized society requires certain rules to establish its basic structure and manner of operation. In addition, a need for formally adopted rules of procedure arises in any assembly, principally because there may be disagreement or a lack of understanding as to what is parliamentary law regarding points that can affect the outcome of substantive issues.

Experience has shown that some of the rules of a society should be made more difficult to change, or to suspendthat is, set aside for a specific purposethan others. Upon this principle, the rules which an established organization may have are commonly divided into classessome of which are needed by every society, while others may be required only as conditions warrant. Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.

The various kinds of rules which a society may formally adopt include the following: Corporate Charter, Constitution and/or Bylaws, Rules of Order (which include a standard work on parliamentary law adopted as the society's Parliamentary Authority, and any Special Rules of Order), and Standing Rules. Each of these types of rules is discussed below. (For a more complete treatment of constitution and/or bylaws, see 55 and 56.)

Corporate Charter

The Corporate Charter (in different states variously called the Certificate of Incorporation, Articles of Incorporation, Articles of Association, etc.) is a legal instrument which sets forth the name and object of the society and whatever other information is needed for incorporating the society under the laws of the particular state-or under federal law in the case of a few special types of organizations. Incorporation is necessary or may be advisable, depending upon the differing laws of each state, if the organization is to hold property, inherit a legacy, make legally binding contracts, hire employees, be in a position to sue or be sued as a society, or the like. A principal advantage in incorporating a society is that officers and members are protected from personal liability under obligations that may be incurred by the organization. Apart from this consideration, in general, a society need not be incorporated unless incorporation is dictated by a law relating to the society's contemplated activities.

A corporate charter should be drafted by an attorney and must then be processed in accordance with the legal procedure for incorporation in the state (or under federal law if applicable). Any later amendments (that is, changes in the charter) are subject to the requirements of law and any limitations placed in the charter itself.

In an incorporated organization, the corporate charter supersedes all its other rules, none of which can legally contain anything in conflict with the charter. Nothing in the charter can be suspended by the organization itself unless the charter so provides. For these reasons, a corporate charter generally should contain only what is necessary to obtain it, and to establish the desired status of the organization under lawleaving as much as possible to the bylaws or to lower-ranking rules if appropriate, in accordance with the principles explained below and in 55.

Constitution; Bylaws

In general, the constitution or the bylawsor bothof a society are the documents which contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. In the ordinary case, it is now the recommended practice that all of a society's rules of this kind be combined into a single instrument, usually called the "bylaws," although in some societies called the "constitution"or called the "constitution and bylaws," even when it is only one document. The term bylaws, as used in this book, refers to this single, combination-type instrument by whatever name the particular organization may describe it which:

  1. should have essentially the same form and content whether or not the society is incorporated (except for the omission or inclusion of articles on the name and object as noted below);
  2. defines the primary characteristics of the organization in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one;
  3. prescribes how the society functions; and
  4. includes all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified conditions, or clauses in the nature of rules of order as described below; see also pp. 261-262 and 574).

While the number of articles in the bylaws will be determined by the size and activities of the organization, the general nature of the subjects covered will be indicated by the following list of articles, typical of those found in the bylaws of the average unincorporated society: (1) Name of the organization; (2) its Object; (3) Members; (4) Officers; (5) Meetings; (6) Executive Board (if needed); (7) Committees; (8) Parliamentary Authority (that is, the name of the manual of parliamentary procedure that the organization is to follow; see below); and (9) Amendment (prescribing the procedure for making changes in the bylaws). If the society is incorporated, its name and its object are usually set forth in the corporate charter, in which case the first two articles listed above should be omitted from the bylaws. The appropriate content of bylaws is discussed in detail in 55.

It formerly was common practice to divide the basic rules of an organization into two documents, in order that one of themthe constitutionmight be made more difficult to amend than the other, to which the name bylaws was applied. In such a case, the constitution would generally contain the most essential provisions relating to the first five items listed in the preceding paragraph (leaving additional details to the bylaws), and would prescribe the procedure for amending the constitution. Such an arrangement may still be found in cases where a national, state, or local law applying to the particular type of organization requires a constitution separate from the bylaws, or in older organizations that have had little occasion to change their existing rules. Unless the constitution is made more difficult to amend than the bylaws, however, no purpose is served by separating these two sets of rules. In an incorporated society there generally should not be a constitution separate from the bylaws, since in such a case the eonstitution would duplicate much of the corporate charter. While it is not improper, in an unincorporated society, to have both a constitution and bylaws as separate documents (provided that the constitution is made more difficult to amend), there are decided advantages in keeping all of the provisions relating to each subject under one heading within a single instrumentwhich results in fewer problems of duplication or inconsistency, and gives a more understandable and workable body of rules.

Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one. In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws.

The bylaws, by their nature, necessarily contain whatever limitations are placed on the powers of the assembly of a society (that is, the members attending a particular one of its meetings) with respect to the society as a whole. Similarly, the provisions of the bylaws have direct bearing on the rights of members within the organization--whether present or absent from the assembly. It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted as explained below. A member should become familiar with the contents of these rules if he looks toward full participation in the society's affairs.

RULES OF ORDER

The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise.

In contrast to bylaws, rules of order derive their proper substance largely from the general nature of the parliamentary process rather than from the circumstances of a particular assembly. Consequently, although the tone of application of rules of order may vary, there is little reason why most of these rules themselves should not be the same in all ordinary societies and should not closely correspond to the common parliamentary law. The usual method by which an ordinary society now provides itself with suitable rules of order is therefore to include in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual. In a mass meeting or a meeting of a body not yet organized, adoption of a parliamentary authority (or individual rules of order) may take place at the beginning of the meeting. Special rules of order supersede any rules in the parliamentary authority with which they may conflict. The average society that has adopted a suitable parliamentary authority seldom needs special rules of order, however, with the exception--in certain cases--of a rule establishing the society's own order of business (see p. 24), and a rule relating to the length or number of speeches permitted each member in debate. These rules are usually adopted in the form of resolutions (pp. 32 and 103), but when they are printed the enacting words ("Resolved, That") are dropped.

When a society or an assembly has adopted a particular parliamentary manual--such as this book--as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws or any special rules of order of the body, or any provisions of local, state, or national law applying to the particular type of organization. What another manual may have to say in conflict with the adopted parliamentary authority then has no bearing on the case. In matters on which an organization's adopted parliamentary authority is silent, provisions found in other works on parliamentary law may be persuasive--that is, they may carry weight in the absence of overriding reasons for following a different course, but they are not binding on the body.

Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority.

Any special rules of order should be adopted separately from the bylaws and should be printed in the same booklet with, but under a heading separate from, the bylaws. Although rules in the nature of special rules of order are sometimes placed within the bylaws--as occurs most frequently in the case of a society's prescribing its own order of business--such an arrangement is less desirable, since it may lead to cases of uncertainty as to whether a particular rule can be suspended.

Rules of Order--whether contained in the parliamentary authority or adopted as special rules of ordercan be suspended by a two-thirds vote as explained in 25 (except in the case of a rule protecting a minority of less than one third of those voting). Rules clearly identifiable as in the nature of rules of order that are placed within the bylaws can also be suspended by a two-thirds vote; but, except for such rules and for clauses that provide for their own suspension, as stated above, bylaws cannot be suspended.

For the adoption or amendment of special rules of order that are separate from the bylaws, previous notice (p.118) and a two-thirds vote (or, without notice, a vote of a majority of the entire membership of the organization) is required. After the bylaws of a society have been initially adopted when the organization is formed, the adoption or amendment of special rules of order placed within the bylaws is subject to the procedure for amending the bylaws (see 56).

Standing Rules

Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society. An example of such a rule might be one setting the hour at which meetings are to begin, or one relating to the maintenance of a guest register. Standing rules generally are not adopted at the time a society is organized, but individually if and when the need arises. Like special rules of order, standing rules may be printed under a separate heading in the booklet containing the bylaws, and in such a case, any enacting words such as "Resolved, That" should be dropped. A standing rule can he adopted by a majority vote at any business meeting without previous notice. Although such a rule remains in effect until rescinded or amended, it does not bind future sessions if a majority desires to suspend it temporarily for the duration of a particular session. (For the requirements for rescinding or amending such a rule, see 34.)

Standing rules in conventions differ from ordinary standing rules in some respects, as explained in 58. Some assemblies, particularly legislative bodies, also apply the name standing rules to their rules of order. Whatever names an assembly may apply to its various rules, the vote required to adopt, amend, or suspend a particular rule is determined by the nature of its content according to the definitions given above.