If you asked anyone how board members make and pass motions at a board meeting, most people could give the basic protocol for a main motion. A board member makes a motion; another member seconds it; the board chair calls for the yeas and nays; and the motion passes or fails. It sounds pretty simplistic, but unless it’s a straightforward question without question or opposition, there’s a bit of behind-the-scenes information that board members should know.
Parliamentary procedure is a system of rules that allows the board to do its work in an efficient manner. Because no two boards are alike, Robert’s Rules of Order has rules that allow boards some flexibility regarding circumstances where the rules need to be strictly enforced or if they should be relaxed a bit. A main motion can be managed by yielding to it, debating it, amending it, or rescinding it—and there are important rules for all of those actions.
Rules for Main Motions
The rules for main motions have to do with how they interact with other types of motions. They also set the ground rules for determining whether the vote passes. Members may debate or amend main motions.
Main motions yield to privileged, incidental, and subsidiary motions. Let’s take a brief look at what each of those types of motions means:
Motions that are allowed to interrupt pending matters to address urgent or important matters without debate. Typical privileged motions are motions to adjourn, recess, or raise a question of privilege such as calling for the orders of the day or demanding the regular order for the day.
Example: A board member moves an item for discussion that is likely to require more debate than there is time for. Another member may ask for a point of privilege. Once the chair recognizes the member, the member moves to table the discussion at a specified time and adjourn the meeting at that time.
A motion that is made in direct connection with a main motion to be introduced, a pending motion, or a motion that has been pending. There are many examples of incidental motions, but a few are point of order, appealing a ruling, suspending rules, and requesting information.
Example: A member makes a motion. Another member rises for a point of information, by way of making a request for more information regarding the issue so that the member can make an informed vote.
Motions that assist the assembly in treating or disposing of a main motion. Examples of subsidiary motions are laying it on the table, ending the debate by moving to the previous question, limiting or extending time for debate, or postponing the motion.
Example: The members are debating a motion. Another member moves to the point of the previous question, which ends the debate and calls for an immediate vote.
Generally, main motions require a 2/3 vote, including motions that make amendments to the constitution, the bylaws or standing rules of order, unless the bylaws specifically state alternate voting rules. A motion to rescind an action that was previously taken also requires a 2/3 vote.
When main motions are postponed or tabled, subsidiary motions are postponed or tabled with the main motion.
Example: The board votes to table a discussion about a fundraising event and a member had previously made a subsidiary motion to extend the time for the discussion. The subsidiary motion of the time extension gets tabled along with the motion for the fundraising event.
When a main motion moves to a committee, only the pending amendments go with it.
Example: The board votes to move a new business item for an outreach project to the outreach committee. There is a pending motion for a funding allotment for the outreach project. The pending motion moves with the item for the outreach project.
Motion to Rescind Action Previously Taken
Parliamentary procedure lists very specific rules for rescinding actions that were previously voted upon. A member who wishes to move to rescind a previous action may not interrupt a speaker who has the floor. The motion to rescind another action must be seconded and may be debated. The motion to rescind may be amended, but if the proposed amendment is to change the motion to rescind to one of amending something that was previously adopted (or vice versa), the member must propose the change by offering a primary amendment to substitute the preferred form for the other amendment.
A motion to rescind a previous action has special voting rules and can be reconsidered if it fails. The motion may pass by 2/3 vote if the board was not given prior notice. If a member moves to delay the vote until the next meeting, the motion can pass with a majority vote. This type of motion can also pass by a majority vote of the entire membership without giving prior notice.
Planning to ask for the vote with or without notice can be an effective strategy for getting a motion passed.
Example: A member moves to sponsor an event for $5,000. There are 18 members and 15 of them are voting. No notice was given, so passage of the motion requires 10 votes. If the member does not receive all 10 votes, the motion will fail. Perhaps the member will decide to call for a vote at the next meeting. Because there is notice, the vote will require a majority of “aye” votes to pass, which in this case, is only 8 votes.
Two Types of Main Motions
There are two types of main motions called main motions and incidental main motions. While the wording is similar, the rules for each type of motion are different.
An original main motion is a motion that introduces a new subject or business item where action needs to be taken by the board. The motion can be vacated by a 2/3 vote to prevent its consideration, as long as the vote to vacate is taken before any discussion takes place.
Example: The Ethics Committee is a standing committee. On their own, the committee researched the benefits of board members taking a short workshop on ethics and business. The Ethics Committee submits the report to the board for acceptance. The board votes to accept the report. (This is an example of accepting a report that was not referred to committee and may generate a new main motion to require all board members to take the ethics and business workshop).
Example: A member moves to add an entry on the financial report for a new brochure. There is no discussion. Another member moves to vacate the motion for the new entry based upon the fact that there are enough existing funds under marketing to cover it. The board votes to dismiss the original motion.
The second type of main motion is the incidental main motion, which is a motion that is related to a business item or is related to past or future action. Here are some examples of incidental main motions:
- Accept or adopt a report on a subject that was referred to a committee
- Adjourn at or to a future time
- Adjourn, if qualified in any way, or to adjourn when the effect is to dissolve the assembly with no provision for its reconvening
- Appoint the time and place for the next meeting, if introduced when no business is pending
- Amend the constitution, bylaws, standing rules, or resolutions that were already adopted
- Ratify or confirm action taken
- Rescind or confirm action taken
Board members may not object to the consideration of an incidental main motion, but 2/3 vote can immediately suppress it by ordering previous question, which would call for an immediate vote of the main motion.
Example: The governance committee creates a slate of board member recruits and asks the board to approve the list of candidates (this is accepting a report on a subject that was referred to committee).
Example: A member moves to move the location of the annual meeting to a different location to accommodate a larger number of attendees.
Following all the rules may seem a bit intimidating at first. Taking an active part in board discussions helps new board members quickly get up to speed with how to properly make common types of motions. When unique situations or conflicts about how to manage motions arise, board members can always look to Robert’s Rules of Order as a guide to proper protocol.