Rules of Order

 Rules of Order
For Voting Membership Meetings
Wind Wizards, Inc.
As adapted from
Rules of Order for Association Boards
by: Jeffrey A. Goldberg
edition 1.1

 Rules of Order
 I. Agenda
 A. Call to Order  
 B. Review of Agenda   
 C. Approval of Previous Minutes   
 D. Officer or Committee Reports   
 E. Open Forum   
 F. Old and New Business   
 G. Executive (or Closed) Session  
 H. Adjournment
 II. Motions and Discussion
 A. Discussion   
 B. Voting   
 C. Procedural Motions       
  1. Procedural Motions During Discussion       
  2. Procedural Motions Made Anytime       
  3. Method of Handling Procedural Motions       
  4. Discipline and Order
 Copyright Notice - Please Read

 I. Agenda

 A. Call to Order

   1. The Chair must verify that all Voting Members of the corporation have received proper notice of the meeting or confirm that all are in attendance.
   2. The Chair may call the meeting to order only if a quorum of the Voting Membership is present in person. If a quorum does not exist, the meeting is not qualified to conduct business (unless applicable law or the bylaws provide otherwise, telephone participation is acceptable provided that the phone participant can hear and be heard by all other Voting Members in attendance). A Voting Member may not appear by proxy or mail ballot.
   3. The meeting must be open to all Voting Members and the Voting Members must receive notice of the meeting, to the extent and, in accordance with, the bylaws or applicable law.

 B. Review of Agenda

   1. The first draft of the agenda is prepared by one of the officers prior to the meeting. Agenda items should ordinarily appear in the order as set forth in these Rules of Order.
   2. The agenda "belongs" to the board -- the board may modify the agenda as it pleases by a majority vote. This power should be used only when necessary as proper functioning of the corporation requires advance planning.
   3. At this point in the agenda, the board members may add or delete items from the agenda and may change the order of presentation (All of these Rules of Order are suggested but are not required and may be changed by the majority vote of the board at any time).
   4. When possible, changes to the agenda should be done by acquiescence of all board members. Formal voting on the agenda is only necessary where it appears to the chair that there is a disagreement.

 C. Approval of Previous Minutes

   1. The minutes need not be read aloud but they should be entered into the Corporation's official minute book. The minutes of previous meetings are not the official minutes of the corporation unless and until the Voting Membership votes to accept them.
   2. The minutes are prepared by either the secretary (or some other person appointed by the board to act as recording secretary). Any Voting Member may suggest changes to the minutes before the board adopts them. The suggested change should be set forth in the minutes for the record, and then the Voting Membership should adopt or reject such changes.
   3. Minutes should state precisely each motion considered by the Voting Membership, and record the number of Voting Members voting in favor, against, or abstaining, and whether the motion was carried. Minutes need not reflect the comments made except in those instances when the board desires to make a specific record. Whenever the Voting Membership makes a decision that the board feels may subject it to potential claims or liability, it shall be appropriate for the board to enact a resolution that states all of the facts and circumstances, the professional advice, and the rationale or other considerations upon which the Voting Membership’s decision was based. Otherwise, it is not necessary, appropriate or recommended for the corporation to set forth the comments or discussion related to a specific motion. However, dissents by a Voting Member may be fully stated in the minutes when requested if approved by the board..
   4. When possible, changes to the minutes and adoption of the minutes should be done by acquiescence of all Voting Members. Formal voting on the minutes is only necessary where it appears to the Chair that there is a disagreement.

 D. Officer or Committee Reports

   1. This is the time in the agenda when any committees of the corporation or officers of the board may report their findings or recommendations to the Voting Membership.
   2. The full report should be presented and then Voting Members, in turn, may ask questions or comment. It is not appropriate to make motions or discuss items of business during this portion of the meeting.
   3. This time should also be used for any presentations to be made to the Voting members by the board or its officers.

 E. Open Forum

   1. Voting Members may speak about their concerns on issues not on the agenda. The issues may not be voted on unless approved for addition to the agenda.
   2. Strict time limitations should be imposed by the board (subject to the requirements of applicable law) and these limitations must be enforced. Each Voting Member should address the Chair and must speak courteously and to the point.
   3. Board members may question the Voting Member about the problem or concern. Other Voting Members are not entitled to be recognized or to comment or question the speaker, except with the permission of the board.
   4. Once the open forum period is closed, the Voting must seek to be recognized unless the board specifically requests input or information from a particular Voting Member. This restriction must be strictly enforced because the purpose of the board meeting is for the corporation to conduct business and this cannot be done if there is disorder. All disruptions must be addressed by the Chair and repeated violators must be removed from the meeting.

 F. Old and New Business

   1. All items that were tabled during previous meetings must be revisited during the business portion, unless otherwise voted by the Voting Membership.
   2. The Voting Membership may vote to postpone consideration of any old business or it may remove any item from consideration.
   3. Except in the case of emergency business, all new items of business are heard only after all of the old items have been addressed by the Voting Membership (either by adopting or rejecting a motion or by postponing or removing the item from consideration).
   4. All business must be conducted in the form of motions or resolutions adopted by a vote of the Voting Membership (see Part II)
   5. Any emergency items decided by the Executive Board or the Board of Directors since the last meeting of the voting membership should be discussed and ratified at an open meeting (when required by law).

 G. Executive (or Closed) Session

   1. When executive or closed sessions are permitted by law, the board should move into executive (closed) session only after the regular business is conducted but before formal adjournment. All Voting members must be asked to leave except for those having a reason to participate (such as witnesses at a rule violation hearing)
   2. Only the statutory exceptions are good cause for moving into executive session. The board should announce to the Voting Members the purpose of the executive session (such as "to discuss rule violation matters")
   3. Except as permitted by applicable law, no decisions, resolutions, or motions may be adopted in executive session. All business must be conducted in an open portion of the meeting.
   4. The board should not take minutes of executive sessions, except when the law permits the board to make decisions in closed sessions.

 H. Adjournment

   1. Upon motion carried by the board, or, upon the conclusion of the agenda, the Chair shall announce the meeting is adjourned and the minutes shall reflect the time of adjournment.


 II. Motions and Deliberations

 A. Discussion

   1. The president is normally the Chair of the board meeting. The Chair's role is to facilitate deliberations and to assist the board in conducting its business in a fair and efficient manner. By a majority vote of the Voting Membership, the president or other incumbent Chair, may be removed from the Chair and any other board member may be assigned to Chair the meeting.
   2. When an item of business is to be discussed, the Chair announces the item to be discussed and opens the floor to discussion.
   3. The Chair, as a member of the board, is entitled to voice his or her opinion, and cast votes on matters that come before the voting membership. However, the Chair has the responsibility for providing each Voting Member an equal and fair opportunity to be heard.
   4. No Voting Member may speak until recognized by the Chair (except that a motion to remove and re-assign the Chair, and a dissent, may be made without recognition when no other person has the floor and the Chair has unreasonably failed or refused to recognize the Movant). No voting member may interrupt the speaker who has the floor.
   5. The Chair may impose reasonable time limitations. All time limitations must be uniformly imposed upon all of the voting members. The speaker shall be given a one-minute warning before time runs out. By vote of a majority of the voting membership, time limits may be extended.
   6. The Chair is to recognize each voting member in turn. Discussion shall be limited to the item of business at hand, and the Chair shall have the authority to take the floor from a speaker who does not limit discussion to the item of business at hand. No voting member may speak to an issue for a second time until all other voting members have had the opportunity to speak to it for the first time. Likewise, no voting member may speak to an issue for a third time until all other voting members have had the opportunity to speak to it for a second time.
   7. A non-voting member or a guest may be recognized to speak only if a voting member wishes to obtain input from a non-voting member or guest and the voting membership agrees. When possible, allowing a non-voting member to participate in the deliberations should be done by acquiescence of all voting members. Formal voting on the question is only necessary where it appears to the Chair that there is a disagreement.
   8. When it appears to the Chair that all voting members have had the opportunity to fully discuss the matter at hand, the Chair should announce that the item of business is ready for a vote.

 B. Voting

   1. There are 3 basic motions for each item of business

     i. A motion to adopt a specific action by the corporation. 
    ii. A motion to table the item to another meeting (including fact-finding assignments to 
      a person or committee) 
   iii. A motion to remove an item from consideration

 2. The membership is limited to one item of business at a time, but there are no limits to the number of motions that may be considered as to how to dispose of that item of business. Motions need to be seconded.
 3. After each voting member has had the opportunity to discuss each motion presented for consideration, the Chair will call each motion presented to a vote. Those motions adopted affirmatively by a majority of voting members present are carried, provided a quorum is present.
 4. The fact that a motion has been adopted or failed does not prevent the item of business from being added to the agenda in the future and all motions may be reconsidered at any time by the board.
 5. In the event that a voting member believes that an action by the board is unlawful, contrary to the power and authority of the board, or not in the best interests of the Corporation, that voting member may make an oral or written dissent explaining the reasons why he or she believes that a dissent is necessary. The oral or written dissent shall become part of the minutes.

 C. Procedural Motions

   1. Procedural Motions During Discussion

   i. Modify, or Withdraw a Motion or Second- Only the original movant may modify or withdraw his or her motion. Likewise only the member providing a second may withdraw that action. Other board members may modify a motion by presenting it in the form of their own motion.
  ii. Motion to End Discussion and Vote on Motion - This is not a true motion, but is in the nature of a request to the Chair that the motions under discussion be brought to a vote. If the Chair refuses the request, the member may appeal the decision of the Chair (see below)

 2. Procedural Motions Made Anytime

   i. Appeal Decision of the Chair - Any member may appeal the decision of the Chair. The matter then shall be brought to a vote before the voting membership.
  ii. Suspend the Rules - Any member may make a motion to suspend the rules including the reasons why the board should modify the rules or procedures in an individual case. Suspension of the rules may not be used to violate the intent of the Articles of Incorporation, Bylaws or other organizational documents.

3. Method of Handling Procedural Motions

   i. If there is general acquiescence of all voting members to the motion, then the motion may carry without a formal vote.

  ii. If there is disagreement about the procedural motion, the matter shall be taken to a vote of the voting membership. Once the board has ruled upon a procedural motion, there is no right to reconsider or to repeat the motion.
  iii. There are no Questions of Privilege or Points of Order. All procedural questions are merged into the Appeal Decision of the Chair.

   iv. No person other than voting members may make any motion, including Procedural Motions.

4. Discipline and Order

   i.   In the event a voting member violates any of these Rules or the decisions of the Chair, then the Chair may declare the member out of order.
  ii. With respect to a member who is out of order, the following discipline may be imposed at the discretion of the Chair:

   a. the member may be warned without sanction
   b. the member may be excluded from discussion on the item of business at hand.
   c. the member may be excluded from discussion of all items of business
   d. for gross interference with the meeting, the member may be removed from that meeting.

 iii. A voting member who is declared out of order has the right to appeal the decision of the Chair both as to the question of whether the member was out of order and as to the question of discipline. The voting membership shall approve or deny the appeal by a majority vote, except that the extreme sanction of removal from a meeting shall be upheld only by the vote of at least 2/3 of the remaining members of the membership.
 iv. If the voting membership upholds the declaration and/or discipline, the member has the right to dissent for the record before the imposition of sanctions.
 v. The legality of these sanctions depends upon the fact circumstances in which they are imposed. These sanctions should be used sparingly and only to the extent necessary to keep order. The board should obtain legal advice with respect to its authority to impose sanctions with respect to its own governing documents, applicable law, and the facts in any specific situation.

This page updated on 9/6/2003. Contents subject to change via due process of corporate organizational and operational documents and the action of its members.
 NOTICE Edition 1.0 © Copyright, 1997 Jeffrey A. Goldberg
 Edition 1.1 © Copyright, 1999 Jeffrey A. Goldberg, Ltd.
 (Modifications made by the Wind Wizards Landsailing club.
See for Mr. Goldberg's original document.)
Permission to use, copy and distribute this document is granted for noncommercial use only, provided that each copy contains this copyright notice. All other use and distribution of this document is strictly prohibited without the express written permission of the copyright holder. Violators will be prosecuted.
 This document is for general informational purposes and it is not intended as legal advice. Use of this information is at your own risk. You should seek legal advice from your attorney before adopting or using this document. Requests for copyright permission, and comments, suggestions, and question should be directed to:
 Barnett and Goldberg, Ltd. 100 East Chicago Street, 10th Floor Elgin, IL 60120 (847) 931-2436 This document is published by with the permission of the copyright holder.


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