Revised: April 4, 2018
A. Call to Order
1. The President of the Oklahoma City Metropolitan Association of Realtors, Inc. (“Association”) shall call the meeting to order and serve as Chair. The Chair’s role is to facilitate deliberations and to assist the Board in conducting its business in a fair and efficient manner. If the President is not present at a Board meeting or is otherwise not able to conduct a Board meeting, the next highest ranking officer shall preside.
2. The Chair may call the meeting to order only if a quorum of the Board is present. If a quorum does not exist, the meeting is not qualified to conduct business. A Board member may not appear by proxy or mail ballot.
B. The Agenda
1. The President is responsible for setting the agenda for each Board meeting. Board members may submit matters for consideration at least ten (10) days prior to the meeting (“Submission Date”).
2. The President shall have discretion to include (or not include) properly submitted matters on the agenda. Except as otherwise provided herein, only matters submitted on or before the Submission Date shall be eligible for consideration at the meeting.
3. An agenda should be provided to each director prior to or upon commencement of the meeting. Agenda items should ordinarily appear in the order set forth in these Rules of Order.
C. Approval of Previous Minutes
1. The minutes need not be read aloud, but they should be entered into the Association’s official minute book. The minutes of previous meetings are not the official minutes of the Board unless and until the Board votes to approve them by majority vote.
2. Any Board member may suggest changes to the minutes, by motion, before the Board adopts them. The suggested change should be set forth in the minutes for the record, and then the Board should adopt or reject such changes by majority vote.
3. The minutes should state precisely each motion considered by the Board and identify whether the motion was carried. Minutes need not reflect the comments made except in those instances when the Board desires to make a specific record. Whenever the Board makes a decision that the Board feels may subject it to potential claims or liability, it shall be appropriate for the Board to record a statement in the minutes reflecting all of the facts and circumstances, the professional advice, and the rationale or other considerations upon which the Board’s decision was based. Otherwise, it is not necessary, appropriate or recommended for the Board to set forth the comments or discussion related to a specific motion. However, dissents by a Board member should be fully stated in the minutes.
D. Old Business
1. All items that were tabled during previous meetings for consideration at the present meeting must be revisited during the old business portion, unless otherwise approved by majority vote the Board.
2. The Board may vote to postpone consideration of any business for any amount of time or it may remove any item from consideration by majority vote.
3. All business must be conducted in the form of motions adopted by a majority vote of the Board, unless expressly provided otherwise in the Bylaws.
E. New Business
1. Except as hereinafter set forth, all new business shall be listed on the agenda.
2. New business shall be addressed in the order set forth on the agenda.
F. New Business Not Listed on the Agenda
1. Once all items set forth on the agenda have been addressed, a Board member may move to add a new item to the agenda for consideration at the meeting.
2. Only the following types of new business not set forth on the agenda shall be eligible for consideration at the meeting:
i. Time sensitive matters arising since the Submission Date that cannot reasonably wait until the next meeting; or
ii. Matters properly submitted to the President prior to the Submission Date and not included on the agenda.
3. The Chair shall have discretion to determine whether a proposed item is time sensitive or otherwise appropriate for consideration at the meeting.
4. The Chair’s decision, however, is subject to appeal as set forth herein, and may be overturned by a majority vote of the Board. The Board should only overturn the Chair’s decision if the matter is eligible for consideration as set forth herein.
G. Executive Session
1. The Board may move into executive session as necessary to facilitate discussion of private or sensitive matters related to Association business. All non-Board members except legal counsel must be asked to leave except for those having a reason to participate (such as witnesses at a rule violation hearing), unless otherwise decided by majority vote of the Board.
2. A motion to go into executive session is a question of privilege and therefore is adopted by majority vote.
3. All matters discussed at an executive session are private and confidential. Board members and any other person present in an executive session are prohibited from divulging anything that occurred during the executive session.
4. To adopt a motion after an executive session has closed, a vote shall be conducted without discussing the matter in open session. If the content of the motion is confidential or sensitive, it is appropriate to phrase the motion in terms of moving forward as determined in executive session.
1. Upon motion carried by the Board, or, upon the conclusion of the agenda, the Chair shall announce the meeting is adjourned.
II. Motions and Deliberations
1. Items of business shall be discussed in the order set forth in the agenda. The Chair announces the item to be discussed and opens the floor to discussion. Discussion may include, but is not limited to, debate over the precise wording of a motion. The Board should carefully consider the wording of a motion prior to voting so that amendment of the motion is not necessary.
2. The Chair, as a member of the Board, is entitled to voice his or her opinion, make motions, and cast votes on matters that come before the Board. However, the Chair has the responsibility for providing each member of the Board an equal and fair opportunity to be heard, subject to all applicable rules.
3. No Board member may speak until recognized by the Chair. No Board member may interrupt the speaker who has the floor.
4. The Chair may impose reasonable time limitations. All time limitations must be uniformly imposed upon all of the Board members. The speaker shall be given a one-minute warning before time runs out. By vote of a majority of the Board, time limits may be extended.
5. The Chair is to recognize each Board member who wishes to participate in turn. Discussion shall be limited to the item of business at hand, and the Chair shall have the authority to take the floor from a speaker who does not limit discussion to the item of business at hand. No Board member may speak to an issue for a second time until all other Board members have had the opportunity to speak to it for the first time. Likewise, no Board member may speak to an issue for a third time until all other Board members have had the opportunity to speak to it for a second time.
6. A guest may be recognized to speak only upon request by a Board member, except that legal counsel may be given authority to speak as appropriate to provide requested advice to the Board. Reasonable time limitations may be imposed on guest speakers by the Chair.
B. Motion and Second
1. When it appears to the Chair that all Board members have had the opportunity to fully discuss the matter at hand, it shall be appropriate for a Board member to make a motion. Once the motion is seconded by another Board member, the Chair shall call for the vote.
2. Each motion, together with the name of the Board member making the motion, should be recorded in writing at the time the motion is made. The Board member making the motion shall sign the aforementioned written record.
3. If a motion and second are not made upon closing of the discussion, the agenda item shall be deemed complete, and the Chair shall move to the next agenda item.
1. There are 4 basic types of motions:
i. Motion to adopt a specific action by the Board;
a. These bring business before the Board for consideration. They cannot be made when another motion is before the assembly, unless the proposed action relates to a matter of privilege. Matters of privilege include matters of comfort, amplification, or safety (e.g., a motion to close doors or windows).
b. These generally are appropriate following discussion of an agenda item. The Board may debate and discuss related issues as needed to formulate the precise language of the motion.
ii. Motion to table an item to another meeting, make a fact-finding assignment, or refer the matter to a person or committee;
iii. Motion to remove an item from consideration; and
iv. Motion to appeal a decision of the Chair.
a. Any Board member may appeal a procedural decision of the Chair. The matter then shall be brought to a vote before the Board.
2. The Board is limited to one item of business at a time, but there are no limits to the number of motions that may be considered or how those items of business may be disposed.
3. After each motion has been properly made and seconded, the Chair will call the motion to a vote. Those motions adopted affirmatively by a majority of Board members present are carried, provided a quorum is present, except as otherwise provided in the Bylaws.
4. The fact that a motion has been adopted or failed does not prevent the item of business from being added to the agenda in the future and all motions may be reconsidered at any time by the Board.
5. In the event that a Board member believes that an action by the Board is unlawful, contrary to the power and authority of the Board, or not in the best interests of the Association, that Board member may make an oral or written dissent explaining the reasons why he or she believes that a dissent is necessary. The oral or written dissent shall become part of the minutes.
6. No person other than Board members may make any motion.
III. Discipline and Order
A. A point of order may be raised if procedural rules appear to have been broken.
1. A point of order should be raised at the time the rules are broken. This may interrupt a speaker during debate or anything else warranted by the breach of rules. The point should be resolved before business continues.
2. The Chair may rule on the point of order or submit it to the Board for determination by majority vote.
B. In the event a Board member continues to violate any of these Rules of Order after being warned, the Chair may declare the Board member out of order.
C. With respect to a Board member who is out of order, the following discipline may be imposed at the discretion of the Chair:
1. The Board member may be warned again without sanction;
2. The Board member may be excluded from discussion on the item of business at hand;
3. The Board member may be excluded from discussion of all items of business; or
4. For gross interference with the meeting, the Board member may be removed from that meeting.
D. A Board member who is declared out of order has the right to appeal the decision of the Chair both as to the question of whether the Board member was out of order and as to the question of discipline. The Board shall approve or deny the appeal by a majority vote, except that the extreme sanction of removal from a meeting shall be upheld only by the vote of at least 2/3 of the members of the Board.
E. If the Board upholds the declaration and/or discipline, the Board member has the right to dissent for the record before the imposition of sanctions.
F. The propriety of these sanctions depends upon the fact circumstances in which they are imposed. These sanctions should be used sparingly and only to the extent necessary to keep order. The Board should obtain legal advice with respect to its authority to impose sanctions with respect to the facts in any specific situation.