Board Buzzwords - Parliamentary Procedures


formally decline to vote either for or against a proposal or motion. In parliamentary procedure, even though a trustee is present, he or she does not vote on a motion. A trustee is obliged to abstain if he or she has a direct personal interest in the matter which amounts to a conflict of interest. An abstention will have the same effect as a “no” vote if the vote requires a majority or two thirds of the members present.


In parliamentary procedure, a motion to amend is used to modify another motion. An amendment itself can be amended. This is a basic rule of Robert’s Rules of Order.

call the question

is a maneuver used in parliamentary procedure to get board members to vote, particularly as a way to shut down long-winded speakers.  It should be a rare  occurrence. Key points about calling the question include that a member must have the floor to make a motion, it must be seconded, and this motion cannot be discussed or debated.

consent agenda

allows boards to approve routine procedures and items that have unanimous consent without discussion or individual motions. (See Robert’s Rules of Order)

executive session

a closed discussion by board members Boards must make a motion to go into executive session, and it needs a second and a majority vote to adopt. All nonmembers must leave the room until the board again votes to end the executive session.  Minutes (a record only of actions taken, not discussion that occurred) may be taken, but they are not reported. Executive sessions are a useful tool to discuss personal and personnel matters among other sensitive topics.

Robert’s Rules of Order

is the standard set of rules for parliamentary procedure first published in 1876 to run orderly meetings with maximum fairness to all members. There is an official Robert’s Rules of Order website that provides up-to-date current versions. There is also a Robert's Rules Cheat Sheet available online.

standing committee

a permanent committee that meets regularly; usually budget and finance committees are generally standing committees.