Regions & Chapters

Parliamentary Procedures

Bylaws Guidelines for Meeting Electronically

The following guidelines apply for chapters that wish to meet electronically in lieu of in-person meetings: 

OPTION #1. Bylaws authorize electronic meetings.
If the chapter’s bylaws currently authorize the holding of meetings via electronic means, the chapter should consult the specific language of the bylaw provision to determine what is necessary to call and hold a meeting via electronic means. (If your bylaws authorize members to participate in an in-person meeting via electronic means, but do not authorize the meeting itself to be held entirely via electronic means, see OPTION #2.) 

OPTION #2. Bylaws authorize absent members to participate via electronic means, but do not authorize the meeting itself to be held entirely via electronic means. There is a difference between an electronic meeting and electronic participation in an in-person meeting. If the chapter’s bylaws are worded so as to require in-person meetings, but also authorize members to participate in those meetings via electronic means, the chapter should check the quorum and location requirements to determine whether the meeting can be held at one member’s house with only one member in attendance, while other members attend via electronic means. 

OPTION #3. Informal electronic meeting without the transaction of business.
chapter’s whose bylaws do not authorize the holding of meetings via electronic means may hold an informal gathering of members via electronic means. At such a gathering, the transaction of business would NOT be in order, but the gathering could incorporate a technical program, Q&A sessions, and informal discussions. In such a gathering, if the members decided upon any business to undertake in the name of the chapter, such action would NOT be the action of the chapter unless it was later ratified at a meeting in accordance with the chapter’s governing documents.

OPTION #4. Bylaws authorize business to be transacted without a meeting.
If the chapter’s bylaws authorize business to be transacted without a meeting (e.g., by e-mail, by telephone, etc.), this is a way for the chapter to tend to pressing affairs without meeting in person. Matters could be discussed informally as shown in OPTION #3 above, and the actual business could be transacted in the alternate form prescribed in the bylaws.

Ultimately, the chapter’s bylaws, special rules of order, and standing rules will determine which option is appropriate for it.

Adapted from the National Association of Parliamentarians March 24, 2020.

Meetings Without a Chair

So you’re having a meeting and everyone’s there…except the President!  Now what?

We all know what to do when a meeting is called and things go as planned. But what happens when everything is set and the Chair (President) is not present to run the meeting? Take this short quiz and test your knowledge of running a meeting by matching the correct answer to each situation.

  1. When the Chair (President) is not present, the Secretary should call the meeting to order
  2. The position of chair pro tem is terminated by...
  3. The Secretary may be Chair in the absence of the President
  4. Elections may be held in the absence of the President

Key: 1-d; 2-c: 3-e: 4-a: 5-b

  1. False
  2. True
  3. The assembly should immediately elect a chairman pro tem
  4. The Vice President runs the meeting.
  5. The entrance of the president or a vice-president, or by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman"

Proper Procedures for Changing Bylaws

  1. Always refer to the current bylaws for information on how to propose new bylaws or make changes to what already exists.
  2. Unless otherwise specified, notice must be given to the membership 30 days in advance. Again, check current bylaws for notice requirements. When the amendments come up on a meeting agenda they are placed in the section referred to as General Orders (or Unfinished Business).
  3. What’s the difference between an amendment and a revision? An amendment is an isolated change to a specific section. A revision is a change to the whole document or a substantial section of it.
  4. Scope of Notice: A concept that applies to motions that require previous notice. It requires that the Amendment fall within the range that is created by what currently exists and what is proposed when advance notice of the Amendment is given.
  5. A bylaws proposal is adopted with a 2/3 vote in favor; however, if during debate motions are made to amend the proposal, those amendments only need a majority to pass.
  6. Conforming Amendments: An amendment that must be made if a main amendment passes. For example, an amendment to eliminate the membership type “Student” passes so there is now a need to strike all references to that category throughout bylaws. This secondary amendment is a conforming amendment and as such does not need to be voted on but simply happens as a matter of “conforming” to the first action.
  7. Include this statement in your bylaws under Amendments, if you want to allow for basic “housekeeping” changes without having to vote: The Bylaws Committee (or whomever you wish) is authorized to correct article and section designations, punctuation, and cross-references and to make such other technical and conforming changes as may be necessary to reflect the intent of the (insert the name of your organization here).

Remember: Always refer to your bylaws first. Bylaws override Robert’s Rules of Order.

Order of hierarchy is as follows: Articles of Incorporation, Bylaws (Constitution), Robert’s Rules of Order, Standing Rules, then Customs of the organization.

Ex-Officio Members and Committees

What is an Ex-Officio Member? According to Robert’s Rules (and applying it to PTG), an ex-officio is a person who is a member (employee, elected or appointed officer) of a group (chapter, board, committee, etc.) by virtue of an office held. For example, PTG Bylaws state that, “The President and Vice President shall be non-voting ex-officio members of all appointed committees …”

In general, and depending on bylaws of the organization, if the ex-officio is a member there is no distinction between the ex-officio and the other members of the group. If the ex-officio is not a member of the organization, that person has all the privileges of the group including the right to make motions and to vote, but is under no obligation to participate; because of this, the ex-officio should not be counted as part of the quorum. For example, PTG Regional Vice Presidents are ex-officio members of each chapter in their regions, but not a member of any chapter but their own.

Bylaws should define ex-officio memberships. Bylaws should also provide that certain officers – for example, the president – “shall be ex-officio member of all committees except the Nominating Committee (and disciplinary committees).” The president then has the right, but not the duty, of participating in the work of the committee. Without such a provision, he has no vote within committees, nor can he attend their meetings except as invited.

Referring to the quote from the PTG Bylaws in the first paragraph, “The President and Vice President shall be non-voting ex-officio members of all appointed committees …” In this case the ex-officio members have all the rights of a regular committee member except the right to vote.” By defining ex-officio members in bylaws their rights may be expanded or limited from those stated in Robert’s Rules based on the needs of the organization.

For obvious reasons, the nominating and disciplinary committees should always be excluded – both from a provision making the president an ex-officio member and from a provision authorizing the president to appoint committees.


No, it’s not a flesh eating insect or a type of sushi. A quorum is defined by Robert’s Rules as “the number of members who must be present in order that business can be validly transacted.” That is, the number of members present, not the number actually voting on a particular question.  

Quorum numbers vary based on the type of organization and meeting called. For example, in church type organizations where there are no annual dues and the number of members is questionable, the quorum may simply be those who attend. At a meeting of delegates, the quorum is often times a majority of the number who have been registered as attending. The quorum in an assembly of enrolled members may be a simple majority of all members.

A quorum should:

  1. Be defined in bylaws for each type of meeting (regular, special, electronic) and body (general, board, committee);
  2. The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting held under normal circumstances;
  3. Be a number of members, not a percentage;

If no quorum is present and the members present take action informally (in the absence of a quorum), they do so at their own risk. Although the assembly can later ratify their action, it is under no obligation to do so.

The continued presence of a quorum is presumed unless the chair (who is obligated to declare the fact) or a member notices that a quorum is no longer present. If a quorum is lost, then business cannot legally proceed. However, the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal.

The Business of Electronic Meetings

Does your chapter conduct business by way of telephone, video conference, email or other electronic means? If so, here are some things you need to know.

  1. Electronic meetings must provide, at a minimum, opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area.
  2. Electronic meetings must be properly authorized in the bylaws and treated as though it were a meeting at which all the members who are participating are actually present.
  3. If the bylaws provide for meeting by videoconference, the meeting must be conducted by a technology that allows all participating members to see each other, as well as to hear each other, at the same time.
  4. Committees established in the bylaws may implement electronic meetings only if authorized in the bylaws to do so. All other committees may instead be authorized by a standing rule or by the motion establishing the particular committee, to hold electronic meetings.
  5. If assemblies, boards or committees are authorized to hold electronic meetings, bylaws should also indicate whether members who are not present in person have the right to participate by electronic means or whether the body may choose to allow or disallow such participation.
  6. Notice of an electronic meeting must include an adequate description of how to participate in it (for example, the phone number to call for a teleconference must be provided).
  7. Minutes are taken in the same manner as any other meeting.
  8. Quorums must be met in order to transact business as in any regular meeting.
  9. Additional rules may be necessary regarding the conduct of electronic meetings, such as:
    1. Contingencies for technical difficulties or malfunctions;
    2. Methods for determining the presence of a quorum;
    3. Methods for seeking recognition and obtaining the floor;
    4. Means by which motions may be submitted in writing during a meeting; and
    5. Methods for taking and verifying votes.

Always check with your particular state to make sure that there aren’t additional guidelines that you need to follow. One reference for state-by-state laws is BoardEffect's Research Report on U.S. Laws Governing Nonprofit Boards and Electronic Voting.

Meetings and Minutes – Fact or Fiction

Try your hand at these questions by determining if each is fact or fiction according to Robert’s Rules of Order 11th Edition – Procedures for Small Boards of 12 or less.


  1. When a proposal is perfectly clear to all present, a vote can be taken without a motion having been made.
    - Fact/Fiction
  2. Names of persons who vote in the negative are always recorded for legal reasons. 
    - Fact/Fiction
  3. Votes may not be taken while in Executive Session.
    - Fact/Fiction
  4. Motions need to be seconded.
    - Fact/Fiction
  5. The “place” where the meeting is held does not need to be recorded at the top of the Minutes.
    - Fact/Fiction
  6. Meetings by telephone, web video and email are allowed in the latest addition of Robert’s Rules.
    - Fact/Fiction
  7. Votes taken during a special meeting held electronically must be approved in the next meeting unless everyone sends an email to the Secretary noting their vote.
    - Fact/Fiction
  8. If the Chair is also a member of the organization, he may, without leaving the chair, speak in discussions and debate, and vote on all questions.
    - Fact/Fiction
  9. Minutes can be corrected at any time, even after being approved.
    - Fact/Fiction
  10. Corrections to Minutes should be made and a formal, clean copy placed in the minute book with the Secretary’s signature and date.
    - Fact/Fiction


  1. Fact: In small meetings, actions often come out of informal discussions therefore it is possible for a vote to take place on an item that has not been moved or seconded.
  2. Fiction: It is not required to record negative votes in the Minutes. However, a member can request that it be recorded so that if the item causes legal or political issues in the future, his/her vote is reflected in the official Minutes.
  3. Fiction: Executive Session discussions are not open to the public and neither are decisions made while in ES. Therefore, ES should be utilized whenever discussions or votes are being taken on matters of discipline or other sensitive subjects. Minutes from ES are not publicized to the general membership.
  4. Fiction: A second only means that the idea merits discussion. On occasion discussion will begin without a second which is essentially the same as having a motion seconded.
  5. Fact: The exception to this is if the meeting place changes.
  6. Fiction: The requirement for a meeting is that all participants be able to communicate simultaneously therefore email is not allowed.
  7. Fact: The email ballots are kept with the minutes making approval of the minutes unnecessary. If email ballots are not obtained, then the minutes must be approved in another ES.
  8. Fact: Being chair does not mean that he/she gives up the right to vote. Note: Votes of the Board are cast through their delegate during council therefore they have no individual vote.
  9. Fact: When the existence of an error or material omission in the minutes becomes reasonably established after their approval – even many years later – the minutes can then be corrected by means of the motion to Amend Something Previously Adopted which requires a 2/3 vote.
  10. Fiction: Corrections should be made by hand on the minutes that are distributed that way when adoption of the minutes show that they were “Adopted as Corrected” the minutes will reflect the corrections. Note: Once adopted the Secretary should sign and date the hard copy that is kept in the

The Difference Between Bylaws and Standing Rules

There are several documents that govern your chapter. They are listed below in ranking order:

  1. Law of the Land: Federal, state and local authorities.
  2. Corporate Charter: If you are incorporated this is issued by the State.
  3. Bylaws (Constitution): The document that contain basic rules relating principally to itself as an organization, rather than procedure (parliamentary or otherwise) that it follows.
  4. Rules of Order: Written rules related to the orderly transaction of business in meetings and to the duties of officers in meetings. (Robert’s Rules of Order)
  5. Standing Rules: Rules related to the details of the administration of the chapter rather than to parliamentary procedure, and which can be adopted or changed upon the same conditions as any ordinary act of the chapter – normally a majority vote.
  6. Custom: That which is done as a matter of established custom so that it is treated practically as if it were prescribed by a rule. Established custom should be adhered to as long as it doesn’t conflict with the parliamentary authority or any written rule, and unless the assembly by a majority vote, agrees to do otherwise.

Bylaws define the primary characteristics of the chapter. They serve as the fundamental instrument establishing an unincorporated chapter or conform to the corporate charter if there is one. Bylaws prescribe how the chapter functions and includes all the rules that the society considers so important that they cannot be changed without previous notice to the members and the vote of a specified large majority (such as a 2/3 vote). Bylaws cannot be suspended.

Standing Rules are those which are related to the details of the administration of a chapter rather than to parliamentary procedure, and which can be adopted or changed by a majority vote without previous notice (in most instances). An example of such a rule might be one setting the time or place of regular meetings, the amount of yearly membership dues, or ones related to maintenance of a guest register.

Remember, when establishing new rules for the chapter, determine its priority and how easy – or difficult – it should be to change. Is it a primary characteristic of the chapter or is it details as to the administration of the characteristics? And, look at the ranking list of governing documents above to help you decide in which document it should reside. For example, you wouldn’t want to put your meeting place in your bylaws because you may have to move it to another location at the last moment and since you can’t change your bylaws without notice and a majority vote, bylaws would not be a good choice.