1. Region 1 Board of Governors Meeting
What you need to know about… Chairing Meetings and Robert’s Rules of Order
Charles Rubenstein
Region 1 Director
Region 1 Board of Governors Meeting
Southbridge, MA – 7 April 2019
Portions taken from a 2012 presentation by Jayne F. Cerone,
IEEE Senior Director – Governance, Communications & Volunteer Relations
Rev 3

2. So you are chairing an IEEE Meeting…
Bad News/Good News
About Informal Meetings
Chairing Official Meetings
IEEE Rules and Robert’s Rules
The Agenda, Consent Agenda and Quorum
Running a Meeting & Chair’s Responsibilities
The Quorum & Meeting Management
Common Motions (Committee, Minutes Approval, etc.)
Meeting Structure & Common Meeting Motions
The power of YOUR VOTE
Amendments to Motions
Delaying or Killing Motions
Point of Order & Reconsidering Motions
Motion to Adjourn
Questions?
(Please refer to the printed Summary of the common Roberts Rules provided…)

3. Bad News/Good News BAD NEWS: Calendar Year
The ‘BAD NEWS’ is that your term of office starts January 1 and you were elected - at best - the November before but your members want your leadership immediately!
GOOD NEWS: Mentors abound
The GOOD NEWS! is that you were most likely on your section’s ExCom and your section’s previous chair was probably a good leadership role model <grin>. BUT… DON’T RELAX there’s plenty to learn on guiding your committee through the rest of the year!

4. About Informal Meetings
Many of IEEE’s meetings are NOT official but rather committee or subcommittee meetings where discussions and event planning are the agenda. These meetings are often not structured, no Quorum of required members is needed, and typically only recommendations for motions are made. Notes are made, but not always minutes… In INFORMAL meetings your role is primarily to be one of those discussing the topics at hand, but as in any meeting your job as Chair is to: MOVE THE DISCUSSION FORWARD In INFORMAL meetings as Chair you can make and second Motion Recommendations that will go from the committee to its ‘parent’ committee or ExCom for review and voting.

5. Chairing Official Meetings
Whether a Section ExCom or General Meeting your role as Chair is primarily to:
MOVE THE DISCUSSION FORWARD
You CAN NOT make Motions
You CAN NOT second Motions
BUT …
As chair you can introduce and comment on the pending motions and use Roberts Rules to help YOU control who gets to speak.
You can also add clarifications to the discussions without having to wait to be called on <grin> by the Chair – because that’s YOU!

6. IEEE Rules and Robert’s Rules
IEEE Rules The IEEE is a not-for-profit 501(c)3 organization under New York State Law. Its governing documents include the IEEE Constitution and Bylaws, and the Operations Manuals for its Major Boards (e.g., MGA) . Your section is subject to these rules and Section 9 of the MGA Ops Manual. US Sections cannot have Bylaws, only Ops Manuals. The IEEE has selected Robert’s Rules of Order to govern the conduct of its meetings and, by extension, YOUR SECTION’S!

7. Basics Meeting Agenda Structure
Call to order
Approve agenda
Approve minutes
Action items (motions)
Discussions
New business/old business
Adjourn
note time of next meeting, if known
a motion is not required if agenda done
8/3/2019

8. Responsibilities of the Chair
Responsible for creation of agenda
Runs the meeting and his/her decisions carry (unless overturned by a vote of 2/3 of the body)
One motion or discussion at a time
May not make a motion
May not second a motion
May not call the question
8/3/2019

9. What’s An Agenda? Lists items for discussion
Group items by action, subject or speaker
Action/Discussion/Reports
Committee A/ Committee B
Speaker A/ Speaker B
Place action items early
(before members begin to leave)
Put times – even if you do not adhere to them, they serve as a guide to keep meeting moving
8/3/2019

10. What about a Consent Agenda
Method for caring for routine business – or items expected to be non-contentious
Posted prior to the meeting
All ‘consent’ motions are approved at once
(often at time of agenda approval)
NOTE:
Any individual may remove an item placed on the consent agenda – WITHOUT REASON
No discussion at this time. If removed item placed into regular agenda
8/3/2019

11. Why do we need a Quorum?
A quorum is REQUIRED to conduct official business
A quorum is usually one half PLUS ONE of the voting members
The quorum must be established at the start of the meeting; if a quorum is not called, it is presumed that the quorum exists.
HOWEVER, the Chair may call for a quorum count if s/he feels it will not be met. Without a quorum NO motions can be passed, no business can be done during the meeting.
8/3/2019

12. Good Meeting Management
The Chair should follow the agenda
One motion or discussion item per agenda item
The Chair keeps meeting organized
If a motion on the table,
complete that motion before moving on
Motion may ONLY be amended twice after that, start over
The Chair should know that there are ways to stop and start items from being voted on or passed.
Finish discussion of one item before moving on
If discussion moves away from the motion, chair is responsible for refocusing the discussion
8/3/2019

13. Justice and Courtesy for All
Chair recognizes one individual at a time – ONE MEETING!
Chair maintains order
Speakers/Movers should be concise
Chair may use time limits (per agenda)
Comments are directed to the body - not to each other
May go pro/con with discussion
Items specific to Awards or discussion about a particular individual should normally go into executive session
8/3/2019

14. Common Meeting Motions
In an Official meeting there are normally several items coming from the Officers of the ExCom or from subcommittees. THESE ARE VOTED ON DIRECTLY – NO SECOND IS REQUIRED These include the Minutes of the last meeting and the budget. It is rare that a 2/3rds vote is needed. This more difficult passing of a motion is normally reserved for approvals of Ops Manuals, etc.

15. Rules of the Majority: Rights of the Minority
Particulars about a motion are not normally discussed until AFTER the motion is made and seconded
All members may speak
Minority has right to be heard
After all discussion is completed, the chair can ask for additional comments, without any s/he can ask for the Ayes, Nays, and Abstains.
After the vote – move on
Occasionally… there is continued lively discussion and if the Chair wishes to end this s/he may ask for a:
Motion to Call the Question
Second
No debate
Majority vote
8/3/2019

16. Meeting Structure & Motion Basics
In an Official meeting there is normally an Agenda prepared in advance and distributed to the meeting attendees.
There are minutes taken – by the Committee Secretary or designee - there is usually a requirement for a certain number of voting members to be present (Quorum), and business is conducted typically requiring a
MAJORITY VOTE
to approve any business matters.
As a rule of thumb, unless the Chair does NOT want to conduct any official business s/he NEVERS asks if there is a Quorum as the absence of a quorum means no motions can be passed…

17. Common Misunderstandings
When one “Seconds” a motion on the floor it just means you want to discuss or debate the motion.
It does not mean you must vote for the motion
Postpone Indefinitely
Needs a Second
Debatable
Majority vote
THIS WILL “KILL” THE MOTION

18. How many is a Majority? A majority is “more than half”
If 24 voting members, majority is 24/2 = 12, more than 12 is 13
If 25 voting members 25/2 = 12.5,more than 12.5 is 13
If 26 voting members 26/2 = 13, more than 13 is 14
Example for 24 voting members
13 vote yes and 11 vote no
13/24 is > or equal to majority = Motion PASSES
BUT…
11 vote yes, 9 vote no, 4 abstain
11/24 is < majority = Motion FAILS!
even though a majority of votes cast were yes

19. The Power of YOUR VOTE A tie defeats the motion. As Chair YOU Normally
DO NOT VOTE on any motion
A motion passes only when Yea’s exceed Nay’s.
A tie defeats the motion.
HOWEVER,
after the results are in if YOUR VOTE would change the outcome – that is it will Make or Break a tie you may vote to pass or fail (tie) the vote.
SECRET BALLOTS:
You may decide to either vote or not vote in a secret ballot. If you do not vote, prior to releasing the outcome of the secret vote, you may vote as above.

20. Amendments to Motions
After a motion has been moved and duly seconded, there are several possible ways it can be dealt with…
Another member may propose an AMENDMENT which changes the original motion.
If the Mover accepts the ‘Friendly Amendment’ it may substitute for the original.
If NOT, then a second to this amendment is needed and it must be passed or failed prior to voting on the original motion. If the amendment passes, then the AMENDED motion must be approved…

21. Delaying or Killing Motions
As can be seen on the distributed chart, there are several ways to either delay or postpone or Table or otherwise try to ‘kill’ a motion BEFORE IT IS VOTED UPON. You should be aware of these and be prepared to deal with anyone that thinks they can take the meeting away from your control… Occasionally, a motion is so complex that it has, in effect, several motions tied into one motion. Anyone can move to DIVIDE THE QUSTION into more palatable parts which if seconded is then voted upon, and if the division passes, the individual portions are discussed and voted upon separately.

22. Point of Order & Reconsidering Motions
A ‘Point of Order’ is a claim that the Chair might not be following the rules of order, or may be a quest by the chair for additional parliamentary guidance. A ‘Motion to Reconsider’ allows someone to seek a revote on an already passed or failed motion. It must be done during the meeting that made the decision, but can be used if there was a very close vote and a revote might change the result.

23. Motion to Adjourn Motion to Adjourn
After a decision as to when and where the next meeting will be held and a review of any action items coming out of the current meeting…
All give a sigh of relief when the
Motion to Adjourn
ends the meeting, and, shortly - our presentation!

24. <c.rubenstein@ieee.org>
QUESTIONS???
Parliamentary Rules can be helpful in running a meeting and moving the many items on an agenda from start to finish.
Should you have any specific questions,
me and I will TRY to help…
Charles Rubenstein