Leadership Letter
March 2021
ASK COUNSELOR TARA
ASCE’s General Counsel Tara Hoke responds to legal questions posed by Sections and Branches here each month. Send Tara an email with your question.
What are the exceptions in Robert’s Rules to a simple majority vote?
Most decision-making by Boards and committees operates on a simple majority rule; an action is taken only when it is approved by the majority of members who are present and voting on the action. While in general, this method offers a simple and common-sense approach for conducting business, there are certain types of actions for which Robert’s Rules finds that majority vote is inadequate. The most common of these motions are:
1) Previous question/call the question. The purpose of this motion is to end debate on a pending motion, and it requires a 2/3 vote.
2) Extend or limit debate. This motion is only necessary in meetings that adhere to strict limits on the amount of time for which a motion can be debated, and as suggested by its name, it extends or shortens the time allotted for a particular motion under consideration. Again, a 2/3 vote is required.
3) Object to consideration of a motion. This motion serves to present an embarrassing or undesirable motion from being discussed on the floor (and as such, can only be made before debate begins on a motion). Again, a 2/3 vote is required.
4) Rescind or amend something previously adopted. This motion applies when a member wishes to revisit a decision made at a previous meeting. The requirement for this motion is either a majority vote if appropriate notice of the motion is given to all members in advance of the meeting; or a 2/3 vote without notice.
5) Motions that amend the Board/committee’s governing rules, or that impose discipline on a member. While procedures for this type of vote are often spelled out in a group’s governing documents, in the absence of such language, Robert’s specifies that a 2/3 vote is required.
While this handful of exceptions to the “majority rule” may seem arbitrary or frustrating to someone without access to a handy Robert’s Rules book or summary table, it may be helpful to remember that this category of motions is designed to create a higher threshold for decisions that may serve to deprive individuals of their rights as a Board or committee member. For example, “calling the question” or “limiting debate” may deny other members the opportunity to present arguments for or against the motions, while objecting to a motion prevents the maker of the motion from prompting any discussion of the question at all.
A motion to rescind or amend action from a prior meeting may not seem inherently harmful to individual rights, but it could be used by a losing party to launch a surprise attack on past decisions when members who voted in the majority are absent, thus depriving those absent members of the effect of their earlier vote. (Of course, if all members are given notice of the intent to revisit a question, then any member who still chooses to be absent does so with the understanding that their earlier vote will be negated.) Similarly, though some bylaws changes may not impact individual rights, others could greatly restrict or even eliminate certain positions on the Board or committee. And of course, any discussion of disciplinary action involves the rights of the individual member in question—making this perhaps the most vital of all rules to merit a vote of more than simply 50% +1.