The Terminology Minefield

Here are some common terms that some people are not clear about. It is by no means an exhaustive list. An expanded list can be found at www.meetingsurvivalkit.com

Absolute majority: The number of votes required to achieve a majority if everyone who could be present was actually present, whether they are there or not. For instance, if a committee has 13 members, the absolute majority would be 7 regardless of how many members were actually present.

Adjournment: Putting off discussion and or decisions on a matter until another time.

Amendment: A suggested change to the wording of either a main motion or certain procedural motions.

Amendment to an amendment: A suggested change to the wording of an amendment (not the motion).

Articles or Articles of Association: See Constitution.

ASIC: Australian Securities and Investments Commission. ASIC Enforces Australian corporations legislation. If you are a company, you fall under this regulatory agency.

By Laws:

Casting Vote: The extra (or second) vote given to the chair of a meeting in some rules when the vote is tied. A wise chairperson will always exercise the casting vote to preserve the status quo.

The Closure: The name of the procedural motion “That the question be put”.

Constitution: The set or rules about how the organisation runs. Longer established organisations may call the constitution the “Articles” or “Articles of Association” or “Memorandum and Articles”.

The constitution may also have sets of by laws or standing orders which detail the way certain aspects of the organisation run such as the meetings.

Corporations Legislation: The law which governs the operation of companies in Australia. It is enforced by ASIC.

Deliberative Vote: The vote which the person in the chair has by virtue of their membership of the organisation.

Ex Officio: Latin meaning “by virtue of his or her office”. Means that a person is present at a meeting or a member of a group because they hold a particular office in the organisation such as president.

Formal motion: Technically refers to certain motions for which the wording standard wording applies such as confirmation of minutes or acceptance of correspondence. Often used to mean a procedural motion.

Foreshadowing Motions and Amendments: Advising a meeting that you intend to move another motion on the same subject (usually called a counter motion or amendment) at a later time. Foreshadowing has no specific procedural significance and is very much more a strategy move than a rule.

In camera: Means “privately, not in public”. Used to refer to discussions where people who are not members of the group are excluded from the room.

Main Motion: The substantive motion or the motion moved before any amendments are considered. Sometimes referred to as the “Original Motion”.

Memorandum and Articles (of Association): See constitution.

Notice of Motion: The process of advising a meeting in advance (in writing) that you intend to move a particular motion at the next meeting or a particular meeting (eg. AGM).

Notice Paper: The official document which lists and gives notice of the matters to be discussed. The term used in meetings such as local government or legislatures for the agenda.

Null and Void: Having no legal force or effect and cannot be enforced. A decision which cannot be enforced legally is said to be null and void.

NZCO: New Zealand Companies Office. NZCO enforces New Zealand corporations legislation

Original Motion: The main motion or substantive motion moved before any amendments are considered.

Other Business: A term often used for “General Business” or business for which notice has not been received.

Percentage Majority: The specific majority required under certain rules for certain questions to be carried. Usually 66% or 75% and used mainly in matters of significance such as increases in fees or changes to constitutions.

Point of clarification: Meeting folklore – there is no such thing. You probably want to ask a question.

Point of explanation: Meeting folklore – there is no such thing. You probably want to ask a question.

Point of Order: Drawing a meeting’s attention to a breach or irregularity in the proceedings.

Presiding Member/Presiding Officer: The term used for the person who presides at or chairs a meeting.

Previous Question: The name of the procedural motion “That the question be not now put”.

Procedural Motion: A motion which is used to decide on a particular procedure within a meeting. Sometimes called a formal motion.

Question: The particular matter about which a decision is being made. A motion, once moved and seconded is referred to as the question before the chair. Similarly, an amendment, once moved and seconded, is the question before the chair.

Quorum: The minimum number of people required as stated in the rules of an organisation, for a meeting to be formally opened and transact business.

Rescission: The process of formally making a decision to reverse a previous decision. Rescission cannot occur if action has already occurred as a result of the first decision.

Resolution: A term used to refer to a decision. A motion once carried becomes a resolution. The term however, is often used in informal meetings or committee meetings where a decision is made without taking a formal vote.

Robert’s Rules: The basic reference for meeting procedure used in the USA. Generally not used for meetings in Australia or New Zealand.

Second Vote: Another term for casting vote.

Simple majority: The number required to pass a resolution determined as one or more than half of the total number of people present at a particular meeting and eligible to vote.

Simple majority: The number required to pass a resolution. Determined as one or more than half of the total number of people present at a particular meeting and eligible to vote.

Sine Die: Latin meaning “without a day being named”. Used when not detailing date and time of an adjournment.

Sine Die: Latin meaning “without a day being named”. Used when not detailing time and date and time of an adjournment.

Standing orders: The set of rules which detail how the meetings will run and how often and  also how the organisation will administer itself.

Status Quo: Means “previous position” or “nothing changed”. Often used in a tied vote so the status quo is maintained. In other words, the previous position remains unchanged.

Sub Judice: A matter is still under judicial consideration and is not yet decided.

Substantive motions: Called “Main Motions” in this book to minimise confusion. A motion which is used to suggest a particular course of action about an issue or project the organisation is concerned about or involved with. A motion concerned with the “business” of the organisation, not the procedures of the meeting..

Ultra Vires: Latin meaning “beyond the power”. Means that an action or proposed motion is beyond the power of the organisation or outside its rules.