Business Terms for an Organization

(A)

A 501c3: Organizations that are nonprofit entities to which contributions are tax-deductible to the extent permitted by law.

Absentee Voting: Voting by mail or by proxy. Absentee voting is not allowed unless expressly authorized in the bylaws.

Accept: To adopt or approve a motion or report.

Adjourn: A motion to close the meeting.

Adjourned Meeting: A meeting that is a continuation of a previous meeting. It occurs when the work was not completed at a regular or special meeting and there was a motion to continue the meeting at a different time. The original meeting and the adjourned meeting make up a single session.

Adopt: To accept or approve a motion or report.

Advisory Committee: Any committee, board, commission, council, conference, panel, task force, or other similar group, or any subcommittee or other subgroup thereof; established by statute; or established or utilized by the President or any agency official for the purpose of obtaining advice or recommendations on issues or policies that are within the scope of his/her responsibilities.

Agenda: A predetermined sequence of items of business to be covered at a specific meeting. An order of business.

Amend: A motion to modify the pending motion before it is voted on.

Amend Something Previously Adopted: A motion that allows the assembly to change an action previously taken. This motion can be applied to any motion previously adopted provided that none of the action involved has been carried out in a way that it is too late to undo.

American Institute of Parliamentarians (AIP) : A professional organization of parliamentarians that emphasizes knowledge of Robert’s, Sturgis, and other parliamentary authorities.

Annual Meeting: A meeting held yearly usually for the purpose of electing officers and receiving the annual reports of current officers and committees. The annual meeting is usually specified in the bylaws.

Appeal from the Decision of the Chair (Appeal) : A motion to take a decision regarding parliamentary procedure out of the hands of the presiding officer and place the final decision in the hands of the assembly.

Articles or Articles of Association: Regulations for governing the rights and duties of the members of a Club, Association, or Organization, among the members. Articles deal with internal matters such as general meetings, appointment of directors, issue and transfer of shares, dividends, accounts and audits.

Assembly: A group of people meeting together to openly discuss issues and make decisions that then become the decision of the group. Also referred to as a deliberative assembly.

Association: An organization of persons having common interests, purposes, etc.; society; league.

Asynchronous Meetings: Electronic meetings that occur with the participants in different places at different times. A meeting conducted on an e-mail list is an example of this kind of electronic meeting.

Audit: An examination and verification of the financial records of the association. Depending upon the size of the organization, an audit may be required by federal or state law. The size of the organization also determines whether an internal group, usually referred to as the audit committee, or an external, can do independent auditor the audit.

(B)

Beneficial Owner: The actual founder/owner of a company or organization

Best Efforts: A designation that a certain result is not guaranteed, but that a good faith effort will be made to provide the result that is represented.

Board of Directors (BOD): A specified group of members who make decisions on behalf of the organization. The membership, authority, and limitations of this group are specified in the bylaws. Meetings of the board are usually only open to members of the board and their invitees.

Breed club: An organization comprised of dog fanciers dedicated to the promotion and improvement of a particular breed of dog.

Bylaws: A governing document that, when used without a constitution, comprises the highest body of rules of the organization. In the bylaws, an organization is free to adopt any rules it may wish, subject to higher governing authority such as a parent body or laws, even rules deviating from the organization's established parliamentary authority.

(C)

Call for the Orders of the Day: By the use of this motion, a single member can require the assembly to follow the order of business or agenda, or to take up a special order that is scheduled to come up, unless two thirds of the assembly wish to do otherwise.

Call of the Meeting: The official notice of a meeting given to all members of the organization.

Caucus: A meeting to plan strategy toward a particular issue or motion.

Chair: The person who is in charge of the meeting. Presiding officer and chair are interchangeable terms. They both are sometimes used to refer to the president of the organization when the president is conducting the meeting.

Club: An association of persons for some common object usually jointly supported and meeting periodically; also: a group identified by some common characteristic

Code of Conduct or Ethics: A set of rules governing the behavior of members of the organization that has established the Code. Specific rules are set and the members are to know and must abide by, including confidentiality, accuracy, privacy, and integrity.

Commit or Refer to a Committee: This motion sends the main motion to a smaller group (a committee) for further examination and refinement before the body votes on it.

Committee: A group of one or more persons who are appointed or elected to carry out a charge. The charge can be to investigate, to recommend, or to take action.

Committee of the Whole: The entire assembly acts as a committee to discuss a motion or issue more informally. The presiding officer vacates the chair and another member is appointed to serve as chairman. This motion is usually reserved for large assemblies, particularly legislative bodies.

Committee Report: An official statement that is formally adopted by a majority vote of the committee and that is presented to the parent body (either the entire membership or the board of directors) in the name of the committee. It contains information obtained, information regarding action taken, or recommendations on behalf of the committee

Consent Agenda or Consent Calendar: an agenda category that includes a list of routine, uncontroversial items that are approved with one motion, no discussion, and one vote.

Consideration by Paragraph or Seriatim: The effect of this motion is to debate and amend a long motion paragraph by paragraph. The vote is taken on the whole motion after consideration of each paragraph separately.

Constitution: A governing document that contains the highest body of rules of the organization, except rules from a higher governing authority, such as a parent body or laws.

Convention: An assembly of delegates usually chosen for one session. The participants frequently attend as representatives of a local, state, or regional association. The convention participants come together to make decisions on behalf of the entire organization.

(D)

Debate: The discussion of a motion that occurs after the presiding officer has restated the motion and before putting it to a vote.

Decorum: To conduct oneself in a proper manner.

Defer Action: Using specific motions to delay action on a motion.

Deliberative Assembly: A group of people, meeting together to openly discuss issues and make decisions that then become the decision of the group.

Discharge a Committee: A motion that relieves a committee from further consideration of the task that has been assigned to it.

Discussion: Debate that occurs after the presiding officer restates the motion and before the vote is taken on the motion.

Division of the Assembly: The effect of this motion is to require a standing vote (not a counted vote). A single member can demand this if he or she feels the vote is too close to declare or unrepresentative. This motion can only be used after the voice vote and hand vote is too close to declare.

Division of the Question: This motion is used to separate a main motion or amendment into parts to be voted on individually. It can only be used if each part can stand as a separate question.

Dog Fancy: Term describing the group of people interested in and active in the promotion of purebred dogs.

(E)

Ethics or Code of Ethics: A system of moral principles, rules and standards of conduct.

Executive Committee: A committee, which is generally made up of the officers of the organization. It only exists if expressly authorized in the bylaws.

Executive Session: a meeting or a portion of a meeting in which the proceedings are secret and the only attendees are members and invited guests.

Ex-officio: A person is a member by virtue of an office held. An ex-officio member has full voting and speaking rights, unless otherwise indicated in the bylaws.

(F)

Fix the Time to Which to Adjourn: This motion sets the time for another meeting to continue business of the session. Adoption of this motion does not adjourn the present meeting or set the time for its adjournment.

Friendly Amendment: A proposed amendment that is perceived to be an acceptable to the entire assembly. This amendment should be processed just like any other amendment, following the steps of any other motion, even if the maker of the motion “accepts” the amendment.

(G)

General Consent or Unanimous Consent: A method of voting without taking a formal vote. The presiding officer asks if there are any objections, and if none are expressed, the motion is considered passed.

General Orders: A category of the agenda that includes any motion, which, usually by postponement, has been made an order of the day without being made a special order. Translated, that means that if an item is postponed until a certain day or after a certain event, it fits into this category.

Germane: Related to the subject. An amendment must be germane to the motion it is amending. A secondary amendment must be germane to the primary amendment it is amending.

Guarantees:

(I)

Illegal Vote: A vote that is not credited to any candidate or choice, but is counted as a vote cast.

Immediately Pending: A motion is considered immediately pending when several motions are pending and it is the motion that was most recently stated by the chair and is the one that will be first disposed of.

Incidental Main Motion: A main motion that is incidental to, or related to, the business of the assembly, or its past or future action.

Incidental Motions: Motions that relate to matters that are incidental to the conduct of the meeting rather than directly to the main motion. They may be offered at any time when they are needed.

Informal Consideration: A form of committee of the whole. This motion allows the assembly to exchange ideas on an informal basis with more freedom of debate than in a formal assembly.

(L)

Lay on the Table: This motion places in the care of the secretary the pending question and everything adhering to it. If a group meets quarterly or more frequently, the question laid on the table remains there until taken off or until the end of the next regular session. This motion should not be used to kill a motion.

Limit or Extend Limits of Debate: This motion can reduce or increase the number and length of speeches permitted or limits the length of debate on a specific question.

Limited Liability Company “LLC”: A Limited liability company (denoted by L.L.C. or LLC) is a type of legal entity which has only relatively recently been made possible to establish in the United States and many other, mainly anglophone, countries. An LLC is similar to a corporation and a limited liability partnership. A variant of the LLC available in some jurisdictions, typically limited to licensed professionals such as lawyers or engineers, is the professional limited liability company (denoted by "P.L.L.C." or "PLLC").

Limited Liability Partnership “LLP”: Limited liability partnerships (LLP) are a form of business organization. In the United States, each individual state has its own law governing their formation. They are a sub-group of partnerships. In a Limited Liability Partnership, each partner is fully liable for the debts of the partnership, but not for acts of professional negligence or malpractice committed by the other partners.  Also defined as a hybrid form of organization in which all partners enjoy limited liability for the business's debts. It combines the limited liability advantage of a corporation with the tax advantages of a partnership.

(M)

Main Motion: A motion that brings before the assembly any particular subject and is made when no other business is pending.

Majority: More than half of the votes cast.

Mass Meeting: An open and informal meeting of a group of people with a common interest.

Meeting: An assembly of members gathered to conduct business during which there is no separation of the members except for a short recess.

Member: A formal association of people with similar interests

Minutes: The written record of the proceedings of a deliberative assembly. They are a record of what was done at the meeting, not what was said at the meeting.

Mission Statement: A mission statement defines the core purpose of the organization - why it exists. The mission examines the organization beyond simply increasing the member’s motivations for engaging in the organization’s work. Effective missions are inspiring, long-term in nature, and easily understood and communicated.

Motion: A proposal that the group take a specific action or stand.

(N)

National Association of Parliamentarians (NAP): A professional organization of parliamentarians that emphasizes Robert’s as the parliamentary authority.

Net Asset Value: The value of a company or an organization, after all debts have been paid, expressed as an amount per share.

Notice: An official announcement, given verbally or in writing, of an item of business that will be introduced at the meeting. Certain motions require previous notice.

(O)

Objection to the Consideration of a Question: The purpose of this motion is to prevent the assembly from considering the question/motion because a member deems the question as irrelevant, unprofitable, or contentious.

Officers: Those Members of the organization who are elected by the membership, to perform specific functions on behalf of the organization.  The Constitution and Bylaws of a organization, business, etc., usually describe several positions to be held by member in the organization; these positions can be President, Vice President, Secretary, Treasurer, and so on. Sometimes a legal document will require the signature of the officers.

Old Business: An incorrect and misleading term for the part of the agenda properly called unfinished business. Old business is misleading because it indicates that anything that the group once talked about fits here. The only business that fits in unfinished business is business that was started but not yet finished.

On the Floor: A motion is considered on the floor when it has been stated by the presiding officer and has not yet been disposed of either permanently or temporarily. Pending and on the floor are interchangeable terms.

Order of Business: The schedule of business for the meeting; the agenda.

Organization: An administrative and functional structure (as a business or a political party); also: the personnel of such a structure.

Original Main Motions: Those motions, which bring before the assembly a new subject, sometimes in the form of a resolution, upon which action by the assembly is desired.

Orthopedic Foundation for Animals (OFA): Organization, established in 1966, that developed and maintains a registry of hip dysplasia in dogs. Dogs with OFA numbers are rated and certified free of canine hip dysplasia. This rating applies for the life of the dog. In order to have OFA on AKC records, a dog must have permanent ID.

Out of Order: A motion, action, request, or procedure that is in violation of the rules of the organization.

Ownership of a Motion: A concept that refers to whose property the motion is at a given time and, therefore, who has a right to make any changes to it. In the six steps of the motion process, the maker of the motion owns the motion up until the completion of Step 3. After Step 3, the ownership of the motion is transferred to the assembly.

(P)

Parliamentarian: A person who is an expert in parliamentary procedure and is hired by a person or an organization to give advice on matters of parliamentary law and procedure. Sometimes a parliamentarian is a member of the organization who has some knowledge of parliamentary procedure and is used as a parliamentary resource during the meeting.

Parliamentary Authority: The parliamentary manual adopted by the organization, usually in its bylaws, to serve as the governing authority.

Parliamentary Inquiry: A question directed to the presiding officer concerning parliamentary law or the organization's rules as they apply to the business at hand.

Parliamentary Law: the established rules for the conduct of business in deliberative assemblies. The terms parliamentary law and parliamentary procedure are frequently used interchangeably.

Parliamentary Procedure: A system of rules for the orderly conduct of business. The terms parliamentary law and parliamentary procedure are frequently used interchangeably.

Pending: A motion is considered pending when it has been stated by the presiding officer and has not yet been disposed of either permanently or temporarily. Pending and on the floor are interchangeable terms.

Plurality Vote: A method of voting in which the candidate or proposition receiving the largest number of votes is elected or selected.

Point of Information: A non-parliamentary question about the business at hand.

Point of Order: if a member feels the rules are not being followed, he or she can use this motion. It requires the chair to make a ruling and enforce the rules.

Postpone Indefinitely: This motion, in effect, kills the main motion for the duration of the session without the group having to take a vote on the motion.

Postpone to a Certain Time or Postpone Definitely: If the body needs more time to make a decision or if there is a time for consideration of this question that would be more convenient, this motion may be the answer. If a group meets quarterly or more frequently, the postponement cannot be beyond the next session.

Precedence of Motions: A rank of motions indicating the order in which specific motions should be processed. When a motion is immediately pending, any motion above it on the precedence of motions is in order and any motion below it is out of order. In this book the terms ladder of motions and precedence of motions are used interchangeably.

Power of Attorney: A document by which one person (called the "principal") authorizes another person (called the "attorney-in-fact") to act for him/her in a specific manner in designated transactions.

President or Chair: One appointed or elected to preside over an organized body of people, such as an assembly or meeting.

Presiding Officer: The person in charge of the meeting. Presiding officer and chair are interchangeable terms. They both are sometimes used to refer to the president of the organization when the president is conducting the meeting.

Prevailing Side: The affirmative if the motion passed and the negative if the motion failed. A person is said to have voted on the prevailing side if that member voted yes on a motion that passed or no on a motion that failed.

Previous Notice: An official announcement, given verbally or in writing, of an item of business that will be introduced at the meeting. Certain motions require previous notice.

Previous Question: the effect of this motion is to immediately stop debate on the primary motion and any amendments and to move immediately to a vote on the motion. It must be seconded, no debate is allowed, and a two-thirds vote is needed to close debate.

Primary Amendment: A proposed change to the main motion.

Privileged Motions: Motions that don't relate to the main motion or pending business but relate directly to the members and the organization. They are matters of such urgency that, without debate, they can interrupt the consideration of anything else.

Proper Law: The body of law, which governs the validity and interpretation of a contract.

Pro Tem: Temporary or for the time being, as in secretary pro tem.

Proviso: A provision on when the new bylaws change will take effect. It is not a part of the bylaws. Provisos can be put on a separate sheet of paper or in a footnote and removed after they are no longer in effect.

Proxy Vote: Written authorization for one member to vote on behalf of another member. Proxy voting is not allowed unless expressly authorized in the bylaws. Many state statutes have rules regarding proxy voting.

(Q)

Quasi Committee of the Whole: "As if in" committee of the whole. The entire assembly acts as a committee to discuss a motion or issue more informally. Unlike the committee of the whole, the presiding officer remains in the chair.

Question: The business before the assembly. Is used interchangeably with the word motion.

Quorum: The number of voting members who must be present in order that business can be legally transacted.

(R)

Raise a Question of Privilege: To bring an urgent request or a main motion relating to the rights of either the assembly or an individual up for immediate consideration. It may interrupt business.

Ratify: A motion that confirms or validates a previously taken action that needs assembly approval to become legal.

Recess: A short interruption, which does not close the meeting. After the recess, business resumes at exactly the point where it was interrupted.

Recessive Gene: A gene that is phenotypically expressed in the homozygous state but has its expression masked in the presence of a dominant gene.

Recommit: A motion to refer an issue or a motion back to a committee.

Reconsider: This motion enables the majority of the assembly to bring back for further consideration a motion that has been voted on. Limitations: Only a member who voted on the prevailing side can make this motion, and in an ordinary meeting of an organization this motion can be made only on the same day the vote to be reconsidered was taken.

Refer to a Committee or Commit: this motion sends the main motion to a smaller group (a committee) for further examination and refinement before the body votes on it.

Regular Meeting: A business meeting of a permanent group that is held at regular intervals (weekly, monthly, quarterly, and so on). The meetings are held when prescribed in the bylaws, the standing rules, or through a motion of the group, usually adopted at the beginning of the administrative year. Each meeting is a separate session.

Rescind: This motion allows the assembly to repeal an action previously taken. These motions can be applied to any previously adopted motion, provided that none of the actions involved have been carried out in a way that it is too late to undo.

Resolution: A formal motion that usually includes reasons as "whereas" clauses and the action as "resolved" clause(s).

Revision of the Bylaws: A complete rewrite of the bylaws that is presented as a new document. When presented, the proposed revision can be amended without limitation.

Robert’s Rules: A term used to refer to any of the manuals on parliamentary procedure written by Henry M. Robert or based on the manuals he wrote.

Ruling: A decision made by the presiding officer. If members of the assembly disagree with the decision, they can appeal the decision.

(S)

Script: Written directions of what is to be said, by whom, and when during the meeting.

Secretary: An officer who handles correspondence, keep files/records, takes minutes of the meetings, and do clerical work for another person or an organization. 

Second: An indication by a voting member, other than the person who made the motion that he or she publicly agrees that the proposed motion should be considered.

Secondary Amendment: A proposed change to the primary amendment.

Secondary Motion: A motion that may be made while another motion is pending. It includes subsidiary motions, privileged motions, and incidental motions.

Sergeant of Arms: An officer appointed to keep order within an organization, such as a legislative, judicial, or social body.

Session: A meeting or a series of connected meetings as in a convention.

Skeletal Minutes: Minutes prepared in advance of a meeting or convention that include all that will be occurring and the order, which it will occur. They contain many blank spaces that are filled in during the meeting by the person(s) in charge of the minutes.

Special Committee: A committee that is formed to perform a particular function. After it gives its final report, it ceases to exist.

Special Meeting: A meeting called at a special time for a specific purpose. Notice of the time, place, and purpose of the meeting must be included in the information sent to all of the members regarding the meeting [md] referred to as the call of the meeting. Only business that was specified in the call of the meeting can be transacted at the meeting.

Special Orders: This category of the agenda has the effect of setting a certain time when a specified subject will be considered, and of giving it an absolute priority for that time.

Standing Committee: A permanent committee, usually listed in the bylaws, to perform ongoing functions.

Standing Rules: Rules adopted by an organization that are administrative in nature rather than procedural. Convention standing rules are rules adopted by the convention’s delegates and are procedural in nature.

Sturgis: Another parliamentary authority whose original book Sturgis Standard Code of Parliamentary Procedure has been updated by the American Institute of Parliamentarians.

Subsidiary Motions: Motions that aid the assembly in treating or disposing of a main motion. They are in order only from the time the main motion has been stated by the chair until the chair begins to take a vote on that main motion.

Suspend the Rules: This motion is used when the assembly wants to do something that violates its own rules. This motion does not apply to the organization's bylaws; local, state, or national law; or fundamental principles of parliamentary law.

Synchronous Meetings: Electronic meetings that occur when participants are in different places at the same time, such as a conference call.

(T)

Take From the Table: The effect of this motion is to resume consideration of a motion that was laid on the table earlier in the present session or in the previous session of the organization.

Tie Vote: An equal number of affirmative and negative votes. If a majority vote is needed, the motion fails since it lacks a majority vote.

Treasurer: The person is responsible for maintaining records of funds collected and expended. If the position is at the club level, the club members elect the person.

(U)

Undebatable: No debate is allowed. Certain motions are undebatable.

Unfinished Business: A portion of the agenda that includes motions that have been carried over from the previous meeting as a result of that meeting having adjourned without completing its order of business.

(V)

Vacancy: An office or position which is unfilled or unoccupied.

Vacate the Chair: To temporarily relinquish the chair so that the presiding officer can participate in debate.

Vice President: An officer ranking next below a president, usually empowered to assume the president's duties under conditions such as absence, illness, or death.

Vote: A formal expression of will, opinion or choice by members of an assembly in regard to a matter submitted to it.

(W)

Withdraw of a Motion: A request by the mover of a motion to remove the motion from consideration. After the presiding officer has stated the motion, it belongs to the assembly and the assembly's permission (majority vote) is needed to withdraw the motion.

(Y)

Yielding the Floor: A speaker giving part of his or her speaking time to another speaker. While this practice is allowed in some legislative bodies, it is not allowed in deliberative assemblies, unless specifically authorized in the rules.