Cooperatives have their full quota of meetings-boards of directors and membership gatherings. All of them need to be conducted on a businesslike basis and follow general rules that have developed over the years.

Any group meeting is guided by a presiding officer, whose responsibility it is to be familiar with the principles and practices of orderly and democratic group action. And if members wish to speak, they will feel less self-conscious if they have an idea of the correct way to present their ideas.

The president usually is the presiding officer of the co-op meeting, with the responsibility for keeping the meeting running smoothly and headed in the right direction. The president must know how to get the meeting started and, equally important, how and when to stop.

Before the "meeting will come to order" call goes out, the people assembled need to understand why certain procedures are followed. These reasons are based on principles of parliamentary law that are the outgrowth of long years of development of our democratic procedures.

The president and the audience will then need to know how to proceed, that is, the proper order of business, and how many people must be present to make the meeting binding.

Parliamentary Procedures Important

Why do we need to know parliamentary procedure? Knowledge of, and strict adherence to, the laws of such procedure result in a well-organized and efficiently operated cooperative meeting. Failure to observe the rules leads to dissension, misunderstanding, inefficiency, and loss of individual rights associated with a democracy.

Parliamentary law is designed to conduct meetings smoothly and fairly. Like other laws governing social behavior, parliamentary law, as expressed in rules of order, has been developed out of years of experience in living and working together democratically and harmoniously. Since the majority rules in a democratic organization, parliamentary law is designed to aid in finding what the majority wishes and in ensuring that those wishes are carried out.

In special cases, organizations may have a rule calling for more than a majority vote on an issue. This could be designed to protect the minority on vital issues, but it also makes it possible for a minority to obstruct the will of the majority. A person joining a democratic organization knows that in such a group the majority rules and that, in joining such a group, he or she agrees to abide by the will of the majority At the same time, the minority in an organization has a right to be heard in discussions and to oppose actions contemplated by the majority.

Every member of an organization has equal rights and privileges and, in return, owes the organization equal obligations. Every member may propose motions, vote, ask questions in meetings, and nominate officers.

Conversely, members must respect the rights of other members, take an intelligent part in the affairs of the organization, and express themselves where such expression is called for. Such expression may take the form of a vote, or perhaps participation in discussions.

In this connection, it is important that every member have a right to insist upon a complete discussion of any issue involving a decision by the group, and to take part in such discussion. For discussion to be fruitful, members at a meeting must know what is going on. For example, the presiding officer must make it clear to members what motion is being discussed, what its effect will be, and the manner in which parliamentary law applies to procedural motions relating to the main motion.

The presiding officer, who may engage in general discussions, should be careful to observe strict impartiality. If the officer wishes to engage actively in debate on a question, the chair should be turned over to a vice president before speaking from the floor. The presiding officer's chief responsibility is to conduct the meeting so parliamentary procedure is carefully observed.

Much of the business of a meeting is implemented through motions, which will be discussed later in more detail. With motions, as with other meeting activities, parliamentary law calls for the simplest possible method of conduct and action. If one motion can be made that will accomplish the same purpose as two or more consecutive motions, one motion should be used.

It is the duty of the presiding officer to make sure that the simplest and most direct solutions to problems are used. Any attempt to needlessly complicate issues should be ruled out of order.

To this end, each motion before a meeting must be considered separately. When a question is being considered, the presiding officer may only entertain (permit) a motion having higher priority. This is because there is a precise order of priority for motions, based on their relative importance.

Order of Business

The program for a meeting is called the order of business. In organizations operating in accordance with a written constitution or bylaws calling for a definite sequence of business, the order can be changed by motion to suspend the rules. With groups not so formally organized, an established order of business may be changed by unanimous consent.

If a change of the usual order of business will enable the meeting to proceed more efficiently and expeditiously, such a change should be made. The order of business of any meeting, be it a board or committee meeting, general member meeting, or convention, is designed to aid, not hinder, the conduct of the affairs of the group. It is a tool, not a master. As a general rule, the following order of business is a good one to use:

1. Call to order. The presiding officer (PO) calls the meeting to order by some suitable announcement such as: "Will the meeting please come to order."

2. Roll cull. A roll call is not mandatory, but it may be desirable depending upon the circumstance. The PO may ask the secretary to call the roll if it seems necessary to establish the presence of a quorum. The PO declares that a quorum is or is not present.

3. Minutes of the previous meeting. The PO next calls upon the secretary to read the minutes of the previous meeting. Corrections or additions are then called for, following which the PO may declare the minutes to be approved as read, or as corrected, or may entertain a motion to that effect.

4. Reports. After the reading and approval of the minutes, the PO may call for committee reports, either standing or special committees.

5. Old business. Next comes any unfinished business. The PO should declare that "unfinished business is now in order." It is the PO's responsibility to have a record of any old business, which may include motions postponed from previous meetings, as well as matters set up in the agenda for the meeting in question.

6. New business. At the conclusion of unfinished business, the PO then calls for new business, saying "New business is in order." If nothing is brought up by those present, but the PO knows of matters that call for action, they should be stated. Then members are asked whether they wish to take an action.

7. Announcements. These follow the conclusion of new business, coming first from members and last from the PO.

8. Adjournment. When announcements have been completed and the PO has made sure no further business needs to come before the meeting, or perhaps when time is running out, the PO should call for a motion to adjourn.

The motion to adjourn takes precedence over all other motions, requires a second, is not debatable, must have a majority vote, and must be put to a vote immediately after it has been made and seconded. If the motion to adjourn carries, the PO must declare the meeting adjourned. The meeting is not officially adjourned, however, until the announcement is actually made by the PO.

Step 2 mentions the roll call as a method of establishing whether a quorum was present. A quorum is the number of members, or the percentage of total members in good standing, who must be present at the meeting for it legally to transact business. A meeting at which a quorum is not present should not be called to order except to vote to adjourn to another meeting time. A quorum is not required to vote to adjourn.

In many organizations, the requirements for a quorum are set out in the bylaws. In organizations that find it difficult to persuade members to attend meetings, the quorum may be set low. Those organizations whose membership is apt to fluctuate may find it to their advantage to set the quorum at a percentage of the total membership, 20 or 25 percent. Some organizations stipulate that the members present at any meeting, regardless of their number, shall constitute a quorum.

Lacking any written provisions, parliamentary law holds that a simple majority of the members constitutes a quorum. If a member at a meeting feels a quorum is not present, the member has a right to ask for a roll call. The presiding officer must then order the secretary to call the roll.

Motions, and the Rules for Discussing Them

Making motions and then talking them over before voting are important parts of a business meeting. The "how to" is important, also, to be sure standard meeting procedure prevails. Motions are the tools used to bring up the formal business at a meeting. Motions are of two basic kinds: (1) those calling for some kind of action, for example, "I move that the XYZ Cooperative purchase a one-half-ton pickup truck," and (2) those putting the organization on record as expressing some sentiments or opinion, for example, "I move this cooperative adopt the following resolution: Resolved that XYZ Cooperative is in favor of taking an active part in National Farm and City Week."

The way to present a motion is for the member wishing to make the motion to rise and address the presiding officer, using his/her official title, or simply saying "Mr. Chairman" or "Madam Chairman." As a general rule, after a motion has been made, it must be seconded by another member; this member need not wait for recognition from the presiding officer. A motion must be of interest to at least two members of an organization if it is to be allowed to take up the time of the group.

If there is no second, even after the presiding officer has restated the motion and has called for a second by saying, "Is there a second to the motion?" the presiding officer should state: 'The motion is lost for lack of a second."

After the seconding of the motion, to make sure that everyone has heard it and that the secretary has it properly recorded in the minutes, the presiding officer restates the motion as follows: "It has been moved and seconded that . . . . . Is there any discussion ?" After the restatement by the presiding officer, the members may discuss it and then vote. The presiding officer must exercise great care to observe parliamentary law applying to motions. A motion may be made only after the last speaker has finished any remarks, and yielded the floor. The presiding officer then recognizes the new member, addressing that person by name, if known, or by some other acknowledgment making it clear who is being recognized.

Where several members simultaneously want to be recognized, the order of preference for recognition may be as follows:

• The member who explains a proposal should have the first opportunity to offer a motion.
• The member who has not engaged in the discussion should be recognized ahead of one who has already spoken.
• The member who rarely speaks should be recognized before the member who is constantly on his feet.
• The member who is opposed to a proposition should be given an opportunity to follow one who is in favor of the proposition.

Four Motions

Four classes of motions are used in meetings, and they must be voted upon in a definite order of preference.

Main motions are those that formally state and bring business before a meeting. "I move that XYZ Cooperative buy a pickup truck," is an example of a main motion. Main motions are voted upon last in the order of precedence.

Subsidiary motions amend, or in some way alter, the disposition of main motions and must, therefore, be considered and voted upon ahead of the main motion to which they apply. An example of a subsidiary motion would be, "I move to insert the word 'half-ton' before the word 'pickup'," or "I move that the purchase of a pickup truck be referred to the finance committee."

Incidental motions must be acted upon before subsidiary or main motions in the order of precedence and usually involve such matters as rules of order and the rights of members. For example, if the presiding officer entertains an amendment before a previous amendment has been acted upon, a member may rise and say, "I rise to a point of order. There is already one amendment pending." The presiding officer would agree and rule the second amendment out of order.

Privileged motions have the highest priority and must be acted upon ahead of any other motions that may be pending. The three privileged motions, in the order of their priority, are to adjourn, to recess, and to a point of personal privilege.

For example, a member may interrupt a speaker by saying "Mr.(Madam) Chairman, I rise to a point of personal privilege. The light on the stage is shining in our eyes and we are unable to see the demonstration." It is the duty of the presiding officer to attend to the matter at once as it involves the immediate comfort or right of a member.

Obtaining the Floor

As a general rule, whenever a member has been recognized by the presiding officer and given the floor, that is, the right to speak, that member may not be interrupted. There are, however, a few instances where a speaker may be interrupted by another member wishing to make a motion that by its nature is subject to a time limit or that requires immediate attention. For example, a motion to reconsider a vote must be made at the same meeting at which the vote was taken, or the next business day if the meeting is part of a convention program. If the motion to reconsider is not made within the time limit specified above, it may not be made at all.

In the same way, a motion requiring immediate attention, such as a question involving personal privilege (the light shining in the member's eyes, for example) or a question involving a point of order or parliamentary law, may interrupt the speaker.

With the exception of the motion to reconsider a vote, or to appeal a decision, of the presiding officer, the motions that may interrupt a speaker do not require a second. Most motions are subject to discussion and debate before they are voted on. Exceptions to this rule are motions that deal with procedure. Since rules of order and parliamentary law carefully outline procedure for meetings, motions involving procedure can be decided without debate.

Motions can be amended whenever it is possible to vary their form, or wording, without upsetting the central thought. For example, "I move that XYZ Cooperative purchase a pick-up truck" could be amended to read "I move that the Cooperative buy a half-ton pickup truck." It would not be permissible to amend this motion to provide for the purchase of something other than a pickup truck. The proper procedure would be to dispose of the original main motion by vote, and then to introduce a new motion covering the additional or alternate purchase.

Every Member Can Take Part

One of the more important rules of parliamentary law is that every member of an organization has the right to take part in any discussion of business matters at meetings. This is not to say that every member must speak. But if a member wishes to enter into debate on an issue, the member must be given an opportunity to be heard.

Fully debatable motions include main motions, and motions to amend, to appeal, and to postpone indefinitely. As mentioned previously, a few motions those involving matters of parliamentary procedure are not debatable. Debate on a few others, such as a motion to refer a main motion to a committee, is limited to matters like powers and personnel of the committee and may not involve the merits of the main motion.

Certain rules for debate ensure an intelligent and orderly discussion. A member wishing to discuss a motion rises when the previous speaker has finished any remarks. The member addresses the chair, saying "Mr./Madam Chairman," and waits to be recognized. As with the original motion, the presiding officer recognizes the member by some phrase that will make it clear to all who is being given the floor (recognized), such as 'Pete Smith," or "the member in the aisle seat in the fourth row."

Having been recognized, the member wishing to speak has the right to be heard and for as long as needed, provided the member conforms to the rules of debate. These rules are:

1. The member's remarks must pertain to the question being debated. If the remarks wanders off the subject, the presiding officer must ask the member to confine remarks to the pending question.

2. The member's remarks must be impersonal. The motion being considered, not the member who proposed it, is the subject for debate.

3. The member's remarks must be orderly and courteous. Rude language is sufficient cause for the presiding officer to refuse the offending member further right to the floor.

4. The presiding officer must ensure that the member holding the floor is being heard. The chair must insist that the members listen to what is being said and must not allow any irrelevant discussion.

5. When all who wish to speak have spoken, the presiding officer brings the question to a vote by saying, "Is there any further discussion ?" If none, then the question is put to a vote.

Even after part of the vote has been taken, a member has the right to discuss the question. Should such an event occur, the entire vote must be taken over again. Only when the presiding officer has announced the results of the voting is debate on a question finally closed.

Voting, Nominating, and Keeping Minutes

The duties of voting, nominating, and keeping minutes come under standard meeting procedure. The presiding officer is on hand to see that these activities are carried out according to convention.

Voting

It is a fundamental principle of parliamentary law that the will of the majority rules in a democratic organization. That will is expressed by the vote. But a number of different concepts exist on what constitutes a majority. Majority is defined as being "the number greater than one-half." So any number in excess of 50 percent is a simple majority. The problem is to determine "50 percent of what?" All the members? All the members present? A quorum? The total votes cast?

Most organizations operating with a set of bylaws specify in the bylaws the requirements for a quorum. It is a good idea for the bylaws also to define the word "majority" as applied to that organization. In the absence of specific definitions, more than 50 percent of the members of an organization constitutes a quorum, and more than 50 percent of a quorum constitutes the majority required to take action binding on the organization.

For certain important decisions, such as amending the bylaws, many organizational bylaws require a majority vote greater than a simple majority, say 75 percent of the total membership.

In the case of a tie vote, the presiding officer may cast the deciding vote. The presiding officer may vote prior to this time only if voting is conducted by ballot.

Where there are more than two alternatives, or more than two candidates to be chosen from, it is possible to have a plurality but not a majority vote for one of the issues or candidates. A plurality would be a total of votes greater than any one of the others received, but not sufficient to pass a motion or elect a candidate.

A vote may be taken several ways. A voice vote is the most common. The presiding officer calls first for the affirmative (in favor of) vote, by saying, "All those in favor of this motion please say 'aye."' Then a call is made for the negative, "All those opposed, please say 'no."' The presiding officer decides whether the motion has passed on the basis of the relative volume of voices voting.

If the results of a voice vote are uncertain, the presiding officer may call for a show of hands, or for a vote by rising: "Will all those in favor of the motion please rise."

The presiding officer has the secretary count the number voting for and against.

Still another method of voting is the roll call vote. Here the secretary calls the roll and records the "yes" or "no" vote of each member. If it is desired to keep the voting secret, it may be done by ballot.

Regardless of the method of voting, members may change their votes up to the time the presiding officer has announced the results.

The presiding officer always announces results when voting is completed. If it has been a voice vote, the presiding officer will say, 'The 'ayes' (or 'noes') have it. The motion is carried (or lost)." If some member questions the voice vote he/she may call for a division of the assembly (an actual count of the affirmative and negative votes) to determine more accurately the voting of the members.

If the vote has been by ballot or roll call, the presiding officer must announce the number of votes, reading the affirmative vote first, 'The vote is 'for'-25; 'against'-20; the motion is carried." Both in taking a vote and in announcing the results, the affirmative vote comes first.

Nominating

Nominations of candidates for offices and committees may be made by any member present at a meeting where nominations are in order or may be made in the form of a report of a nominating committee.

Using a nominating committee has a number of advantages. Prospective candidates can be interviewed ahead of time to see if they are willing to serve if elected. Their qualifications can be checked. Where different groups exist, or different areas are represented within an organization, the nominating committee method makes it possible to spread offices evenly among the various groups or areas.

The presiding officer opens nominations at a meeting by saying, at the proper time, "Nominations for the office of _______________ are now in order." Or the presiding officer will call for the nominating committee report. The report of nominating committee constitutes nomination of those persons named in the report for the various positions to be filled.

The presiding officer then asks for any further nominations for each position in turn from the floor (the rest of the members present at the meeting) and adds these names to the names presented by the nominating committee.

With no nominating committee, all nominations come from the floor. To make a nomination from the floor, a member rises, is recognized by the presiding officer, and says, "I nominate John Henson for [president, secretary, or position]." Nominations do not require a second.

As each nomination is made, the presiding officer should repeat the name so everyone present knows who is being nominated. Then the secretary records it.

When the presiding officer feels that no more nominations will be made for an office, he/she says, "Are there any other nominations for ________________?"

Before the voting or balloting is begun, the PO may offer the floor to each nominee. This provides the individual candidate the opportunity to express his or her views about the association's objectives and specific issues. The PO should predetermine, and so state, the amount of speaking time granted to each nominee. When the balloting or voting has been completed and tabulated, the PO or election leader announces the results.

Some farmer cooperatives will ballot or vote on the individuals nominated for the position before moving to the next position. This provides for any nominees not selected to become candidates for subsequent positions if nominated.

In voting, members do not have to vote for nominated candidates but may vote for any member who is eligible, except when voting is by voice vote.

Some meetings do not go through the formality of nominating candidates when voting is done by ballot. Without benefit of formal nominations, members vote for eligible members of their choice for each vacant position.

Unless provided for otherwise in bylaws, a simple majority of all votes cast is necessary to elect a nominee to office. Lacking such a majority, the vote must be taken over. This could happen if several candidates are nominated for one office. One way to solve this problem, should it arise, would be to require that the candidate with the smallest number of votes withdraw from the race at each successive balloting.

In the absence of provision to the contrary in the bylaws, a candidate takes office as soon as elected if the candidate is present at the meeting and agrees to accept the position. If not present and not consulted, the election becomes effective as soon as the candidate is notified and has not refused to serve.

Keeping Minutes

The secretary keeps the minutes of the meeting. They are a record of what took place at the meeting. They list the things done, business introduced, motions made, committee reports submitted, and voting on motions.

If a vote is counted, or a roll call taken, the secretary should read the figures and names. Although the secretary may summarize reports, it is better to put in the minutes simply that the report was made and then say that a copy of the report is on file with the secretary if needed for complete details.

Usually it is good practice for the secretary to take notes as the meeting progresses and then to write up the final minutes after the meeting is over. When completed, minutes are filed in a special minutes book. They must be signed by the secretary and kept in his/her possession. They are subject to inspection by any member who wishes to see them.

There is no place in the minutes for editorializing. Such remarks as 'There was a witty exchange" or "Joan Gibbons gave an excellent report" are out of place. Minutes record business, not emotions.

The opening sentence in the minutes of a meeting should include the name of the organization, the type of meeting (regular, adjourned), and the time, place, date, and name of the person presiding. In smaller groups, the members in attendance may also be recorded. This list is often included in the minutes of board of directors meetings.

It is the duty of the secretary to read the minutes. At the proper place in the order of business, the presiding officer should call for the secretary to read the minutes of the previous meeting. When the secretary has finished reading, the presiding officer should say, "Are there any additions or corrections to the minutes?" If none are suggested, the presiding officer then says, "If not, the minutes stand approved as read."

If corrections are suggested, they may be adopted by unanimous consent or put to a vote if a division of opinion occurs as to the corrections suggested. After corrections have been made, the presiding officer may then say, "If there are no further additions or corrections, the minutes will stand approved as corrected." Minutes that have been approved and then amended at a later meeting require a two-thirds majority vote for correction.

After the minutes have been approved, either with or without corrections, the secretary writes "approved" at the bottom of the minutes, the date of the approval, and his/her name or initials.

Minutes give continuity to a meeting, by bringing members up to date on organization affairs. Where the reading of minutes is deferred, this continuity is lost.

Presiding Officer

The key person at any meeting, whether it be a board of directors, a committee, or a meeting of all the members, is the presiding officer. It is this person's responsibility to make sure all those present have had a chance to express themselves and, at the same time, to see to it that the business for which the meeting was called is taken care of.

To do all those things, the presiding officer must be tactful, courteous, must know all about the business of the organization, and must have a good grasp of parliamentary procedure. The presiding officer must keep the discussion focused on the problem at hand, must be able to guide the meeting without coercing the members, and must be at all times impartial and impersonal.

The presiding officer has a number of duties that cannot be delegated to others, such as calling the meeting to order, disposing of business in the proper sequence, and keeping the meeting orderly. He/she must recognize members who wish to speak, must restate all motions to be sure that all have heard, and, if possible, must explain the effect of the motion where uncertainty exists. The presiding officer must keep discussion focused on the problem and must understand parliamentary law well enough to keep the meeting functioning in accordance with that law.

With a presiding officer who can do all these things, meetings will be interesting, democratic, and fruitful.