SUO: [Fwd: Questions regarding Roberts Rules of Order]
fyi... Lyle Smith is the IEEE Parliamentarian
Your questions have been reviewed by the Board Parliamentarian, Legal
Counsel and Director Emeritus who act as a team any answer questions of
this nature as well as those related to all Governance Issues on behalf of
Robert's Rules of Order are specified in the IEEE Bylaws to be used by
"....organizational units of IEEE unless other rules of procedure specified
by NY Not-
for-Profit Corporation Law.....etc." Thus, Robert's Rules are subordinated
in the hierarchy
of rules to NY law, IEEE Certificate of Incorporation, Constitution,
Bylaws, Resolutions of the
Board of Directors, Policies and Procedures, and Practices. There was some
discussion regarding using the rules for small committees but research
provides that this may apply for groups of about a dozen or smaller,
therefore Roberts Rules applies as normally used by the IEEE.
Final interpretation of IEEE bylaws and related rules are vested in the
IEEE Board of Directors.
Directors, when acting in good faith, may rely on one or more officers or
employees whom the
directors believe to be reliable and competent in the matter to be
The IEEE Board of Directors uses Legal Counsel and a staff parliamentarian
about its bylaws.
The responses below have been prepared with the advice of the IEEE
IEEE Legal Counsel, who if and when asked by the IEEE Board of Directors
would so advise
since booth you and Mr. Schonening are ask questions about the same
incident I will provide copies of our answers to both of you in an effort
to promote a team approach to resolution.
I have included our answers in red so the question and answer is available
From: Robert Grayson Spillers <email@example.com>
> To: Lyle Smith <firstname.lastname@example.org>
> Subject: Questions regarding Robert's Rules of Order
> Date: Mon, 13 Aug 2001 04:32:24 -0400
> I have tried to isolate these questions to issues of
> procedure based on the latest version of Robert's Rules of
> (Robert's Rules of Order Newly Revised 10th Edition published
> Publishing Cambridge, Mass. October 2000).
> (1) May the chair make a motion?
> Answer> Not while sitting in the Chair. He may relinquish the
> Chair, and then make a motion.
> (2) May the chair participate in debate?
> Answer. Not while sitting in the Chair. See answer to 1)
> (3) If the chair does make a motion must he step aside as
> pass the gavel to an acting chair?
> Answer. Yes, see 1) and 2) above
> (4) May the chair (while acting as chair) vote
> Answer. The Chair may vote in certain circumstances. In the
> absence of higher level rules, such as bylaws, policies, or
even practices, the Chair
> may vote whenever his vote can affect the outcome---that is, to
> or cause a tie vote.
> (a) on a motion
> (b) to break a tie
> (c) to create a tie
The IEEE Constitution specifies Chair votes for the Chair of
the Board of Directors and the Chair
of the Assembly, but not in general, and therefore Roberts
Rules wold apply, as explained above.
> (d) to break a tie after voting to create a tie
> Answer. The Chair cannot vote twice, that is to create a tie,
> then a second time to break a tie
> (5) May the person acting as chair vote on a motion while
> Answer. This looks like question 4(a). Is this question meant
> be different?
> (6) What is the size (percent) of a quorum (assuming no
> procedures - e.g. bylaws - other than RRO)
> Answer. A majority of voting members, (Specified in Ny Statute
and IEEE Bylaws).
> Is a quorum required to pass a motion?
> Answer. Yes, unless a quorum had been established, some members
> have left, and nobody has questioned whether a quorum still
> is then presumed to exist.
> (8) May the chair declare that a quorum is unnecessary?
> Answer. NO
> 9) May the rules on voting or quorums be changed without
> (a) a vote
> (b) a quorum
> (c) a two thirds vote in favor of the change(s)
> Answer. No, no, and no. A quorum is established by law, or by
> Certificate of Incorporation,
> or in the IEEE Bylaws
> Is a motion permitted (in order?) that contains within itself
> changes to the existing procedures on what is required for the
> motion to
> pass - e.g. declare a quorum unnecessary?
> Answer. No, a quorum is always needed.
> Thank you.
> Bob Spillers
Lyle M. Smith
Staff Director - Corporate Activities
adr:;;136 Bardet Road ;Woodside;California;94062;USA
fn:Robert Grayson Spillers