Feb 13, 2017 By: Matt Bradford
Bringing a professional registered parliamentarian into the fold can help organizations arrive at fair, nuanced, and efficient resolutions to complicated issues. But just what is a parliamentarian, and what can they bring to the board? Dave Bennett of Dave Bennett Consulting explains…
What is the importance of seeking professional parliamentary opinions?
A professional registered parliamentarian is a certified professional consultant who advises an organization’s leaders, members, committees, and staff. The services of a parliamentarian cover a wide range of needs in the field of parliamentary procedure such as teaching a parliamentary lesson, serving as a parliamentarian for a meeting or convention, and serving as an expert witness. Another role they can play is in writing parliamentary opinions.
What is a “parliamentary opinion?”
A parliamentary opinion is an interpretation of the parliamentary rules and the governing rules that apply to an organization and include professional opinions on what the rules mean or how to proceed to accomplish specific objectives. They can be related to clarification of one or more rules, to ascertain the correctness of a perceived problem or ruling that occurred during a meeting, or assist a board, chair, or committee in preparation for certain situations in advance of a potential problem.
Why use a professional parliamentarian?
Professional parliamentarians have extensive training in knowing how to use and work with parliamentary rules of order and organizations’ governing documents, and in applying the ethics of parliamentarians to professional practice to ensure they are being proficient in conducting research leading to writing an expert parliamentary opinion.
Professional parliamentarians are often contacted for a parliamentary opinion by all kinds of organizations, including non-profit organizations, public agencies or councils, condominium and homeowners’ associations, credit unions, religious organizations, unions, and even attorneys who are preparing court cases that involve an aspect of the parliamentary procedure.
Like all services, giving a well-researched, honest and helpful opinion requires attention to detail, practical application of the rules, and fairness. Knowledge of the rules, experience, and instinct – that is, a sense of equitable solution in harmony with parliamentary principle – are critical to opinion writing. To support the opinion and assist the organization, the parliamentarians will use quotes from documentation when necessary to back up an opinion or to provide accuracy and substantiation of points of contention.
How do you do that?
During the research, the parliamentarian will question if there more than one facet to the issue. They’ll ask questions like, “Is this the whole issue or are there other factors to the issue?” “Is there a corollary issue?”, “Are poorly written bylaws causing the issue?” and, “Is the opinion requested to prepare for a potential problem?” The issue will then be narrowed down to one or more definitive question(s) to be addressed and then clarified with the person seeking the opinion.
Can you give me an example scenario where a parliamentarian would be involved?
Let’s assume an executive committee of a board of directors is looking to remove two board members who disagree with a few decisions they have made. The board, questioning such a severe move, wants a review of the corporation’s governing documents to see if the executive committee has the power to do this.
It must first be understood that, in accordance with parliamentary law, an executive committee (as a committee) only has the responsibilities and associated power to act, either as outlined in the bylaws; by specific terms of reference developed by the assembly or board for the committee; or, by special direction of the assembly or board by resolution.
In reviewing the corporation’s governing documents, the parliamentarian finds that there are no terms in the bylaws or other governing documents giving the executive committee responsibilities or powers, other than to advise the chair on appointments. It is, therefore, the parliamentarian’s opinion that the executive committee does not have the authority to remove directors or any other role other than to advise the chair on appointments to the board. Additionally, unless specifically outlined in the bylaws, the board, as an executive committee of the society, would not have the authority to remove directors.
In supporting the decision, the parliamentarian would refer to:
* The Canada Not-for-Profit Corporations Act, Article 130(1) which states, “The members of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.”
* RONR, (12 thed.), p482, ll. 25-29, states, “A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society’s assembly referring individual matters to it.”
Obtaining a professional opinion prior to taking steps that could create problems or that may not be legal is not only prudent, but also a Director and the Board’s responsibility to apply an objective standard of care.
Dave Bennett is a professional registered parliamentarian, and owner of Dave Bennett Consulting. For more information and advice, visit www.davebennettconsulting.com.