Boards and Commissions General Rules of Order

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Prepared by:                            Sue Rowland, Town Clerk, and Karen C. Gray, Deputy Town Clerk

Supersedes:                             September 6, 2012

Adopted by Council:                April 18, 2013

Effective:                                  April 18, 2013


This policy for boards/commissions, committees, task forces and other groups appointed by the Town Council (hereinafter “boards”) establishes the general structure and implements general rules of order for these boards.

This policy is not designed to create any additional rights or obligations, nor does it establish any procedural rights to any person that are not already provided for by law.  The failure of any board member to adhere to the recommended procedures described herein shall not affect the validity of any meeting or action taken. To the extent there is conflict or any discrepancy between these rules of order and the North Carolina General Statutes, case law, or Town ordinances (collectively “law”), the law shall prevail.

Board Structure:

All boards will utilize the following structure.

Element A: Purpose and Scope

Element A Goal Statement:  Each board will have a clear, well defined scope of work, life span, responsibilities and measurable outcomes

Element A, Strategy 1:  Each board will have a mission statement.

Element A, Strategy 2:  Each board will have a defined lifespan.

Element A, Strategy 3:  Each board will have a set of clearly identified responsibilities, tasks, deliverables, or work outcomes so that progress towards achieving the board's particular mission can be measured and evaluated.

Element A, Strategy 4:  Any proposed new board shall be established with clear understanding of the board’s mission statement, lifespan, products/outcomes/deliverables and well defined roles and responsibilities for the liaisons.

Element B: Rules and Procedures

Element B Goal Statement: Each board will have clearly defined and appropriately adopted rules and procedures.

Element B, Strategy 1: Town Code Chapter 2, Article V, Boards/Commissions, sections 2-161 through 2-170 shall serve as the bylaws for all boards, along with the board or commission specific sections of this Article.

Element B, Strategy 2: This policy, Policy Statement 150, General Rules of Order for Boards, shall serve as the general rules of order for all boards and will contain all general parliamentary procedures. 

Element B, Strategy 3: Each board shall adopt board-specific rules of order establishing board-specific, non-parliamentary operating procedures or procedures above and beyond the general rules of order specific to a particular board (i.e., agenda development, etc.).

Element C: Work Plan/Goal Setting

Element C Goal Statement: Boards will establish measurable goals and work plans that detail how and by what date they will achieve their goals.

Element C, Strategy 1: Council-established goals will be part of the board goals and work plans.

Element C, Strategy 2: Each board will establish their own board-specific goals that are in concert with the council goals.

Element C, Strategy 3:  Each board will meet on a schedule commensurate with workload and board responsibilities.

Element C, Strategy 4: The boards will measure and report their performance to council on a schedule established by the Deputy Town Clerk.

Element D: Orientation

Element D Goal Statement: Appropriate staff will provide orientation/training to all new board members and refresher training to returning board members.

Element D, Strategy 1: The deputy town clerk will provide general orientation to all newly appointed board members.

Element D, Strategy 2: The deputy town clerk will provide special training to all board chairs to educate them on their role as meeting facilitators.

Element D, Strategy 3: The deputy town clerk will provide “refresher” information to all board members on the North Carolina Public Records Act and Open Meetings Law and all related Town policies and procedures at least twice per year.

Element D, Strategy 4: Each board staff liaison will provide board-specific orientation/training to new members.

Element E: Role of Liaisons

Element E Goal Statement: Each board will have an appointed Council liaison and an assigned staff liaison with clearly defined roles, responsibilities, and expectations.

Element E, Strategy 1:  Each board will have a Council liaison and a staff liaison.

Element E, Strategy 2:  All liaisons will follow established general guidelines regarding roles, responsibilities, and expectations applicable to all boards.

Element E, Strategy 3:  Board-specific liaison roles and responsibilities will be established.

Element E, Strategy 4:  Liaison roles, responsibilities, and expectations will be communicated to the board members.

Element E, Strategy 5: The general and board-specific liaison guidelines will be evaluated and revisions made to remain current and effective.

General Rules of Order: 

The following general rules of order shall apply to all boards.  The Zoning Board of Adjustment, and other quasi-judicial boards as may exist from time to time, may vary the terms of these General Rules of Order as appropriate or necessary by adopting board specific rules to meet the special requirements of quasi-judicial boards.

1.         Roles Defined

a.         General Role of Council Liaison

At the organizational meeting in each election year, the mayor will appoint a council liaison to each board. The council liaison represents the council as a whole in the liaison role to a particular board and facilitates dialogue between the board and the full council. The council liaison shall refrain from advocating a personal perspective. The council liaison is not included in the board’s membership for quorum purposes and does not deliberate or vote on matters before the board. The council liaison shall bring a fair and balanced perspective and shall not impose personal biases on any of the boards. 

The council liaison shall communicate with the board chair throughout the year to ensure boards focus on their missions and roles and to stay abreast of board activities. Council liaisons shall be accessible to board chairs to offer feedback and guidance.

Because each board is unique, it is the council liaison’s responsibility to work with the board chair, board members and the board staff liaison and determine the council liaison’s board-specific role, which shall be included in the board-specific rules of order. For example, some may determine that council liaison attendance at most or all board meetings is beneficial; others may determine that attendance at a few specific meetings each year is beneficial; others may determine that an occasional phone call or email to the board chair to facilitate communication is sufficient. 


When council liaison assignments change, the new council liaison will meet with the board chair and staff liaison prior to their first board meeting to become knowledgeable of the board’s work. The new council liaison will work with the board chair, board members and the board staff liaison to determine the council liaison’s level of involvement with the board (as outlined above). This information will be updated as needed in the board-specific rules of order.

 b.         General Role of Staff Liaison

The town manager, or designee, will designate the appropriate staff to serve as staff liaisons to the boards.  The staff liaison is not included in the board’s membership for quorum purposes and does not deliberate or vote on matters before the board.  Staff liaison duties include: 

·         Provide professional advice and guidance to the board; 

·         Support the functions of the board’s meetings and activities;

·         Develop and implement a board-specific orientation and training program for new members;

·         Work with the chair to develop the board’s meeting agenda;

·         Ensure that meeting notifications and recordkeeping occurs consistent with applicable state laws and Town policies;

·         Assist the chair in keeping the board on track and focused according to its mission;

·         Advise boards on appropriate process for moving forward issues and recommendations to council;

·         Educate and update boards on relevant Town initiatives and activities; and

·         Consider board input related to Town issues and activities.

 The staff liaison shall work with the board chair, board members and council liaison to establish board-specific staff liaison responsibilities, which will be included in the board-specific rules of order.

c.         Role of Deputy Town Clerk

The deputy town clerk is responsible for the administrative work to maintain the boards. This includes recruiting for vacancies on the boards, providing general orientation for board members, special training to all chairs, training for staff liaisons, and working closely with the staff liaisons to ensure that these rules of order are explained to the board members.  The deputy town clerk will also provide information on the state’s Sunshine Laws (public records and open meetings) to all board members.

2.         Board Specific Rules of Order 

Each board shall maintain board-specific rules of order that are consistent with this policy and shall include, but are not limited to, a reference to these general rules of order, the name and purpose of the board, any officers and duties not included in these rules of order, general rules specific to the board, liaison responsibilities specific to the board, meeting information (including cancellation procedures), etc. Each board shall approve their own board-specific rules of order and any amendments, and this document shall be posted on the Town’s website. 

3.         Meetings 

Each December council adopts a comprehensive meeting schedule for all Town public bodies.  Once adopted, the meeting schedule is posted on the Town’s website and bulletin board. Appropriate public notice, as required by law, will be given for any special meeting or work session that is not included on the regular meeting schedule.

4.         Agenda

The purpose of the agenda is to organize materials to be considered and to give members an opportunity to study the issues before the meeting. Board agenda are prepared by the staff liaison, chair, or both, based upon information received from council, staff, and/or board members.

The staff liaison will ensure the agenda is available electronically at least five days prior to the meeting. No changes will be made to the agenda once it has been posted on the Web. However, changes may be made at the beginning of the meeting if agreed to by a majority of the members present. 

 Any documents associated with a particular board meeting (staff reports, minutes, etc.) that are submitted electronically should be in a format determined by the Town staff to ensure ADA compliance. 

Items shall be placed on the agenda according to the order of business. The order of business for a regular meeting agenda follows. By unanimous consensus or majority vote of the board, agenda items may be considered in an order different from that shown on the agenda. 

·         Call to Order:  The presider will always begin the meeting at the appointed time with a quorum present;

·         Roll Call:  For the benefit of any member or member of the public participating electronically, the presider will conduct roll call to determine the members present and absent;

·         Adoption of agenda:  The board will adopt the agenda as is, or with modifications by motion, second and vote of majority;

·         Swearing in of witnesses, if required:  A Town staff member who is a Notary Public may perform this duty in addition to other persons granted this authority by state law or other governing documents;

·         Approval of previous meeting minutes:  The board will adopt the minutes as is, or with modifications by motion, second and vote of majority;

·         Action and discussion items, reports, information items (including any public hearings or public evidentiary hearings);

·         Old/New Business:  these items must be specifically identified on the agenda or added with the adoption of the agenda;

·         Adjournment:  The board shall adjourn meetings by motion in open session.

5.         Open Meetings Requirement

All boards will adhere to the letter and spirit of the Open Meetings Law. Board members shall not deliberate, vote, or otherwise take action on any matter with the intention of making it impossible for persons attending a meeting of the board to understand what is being deliberated, voted, or acted on. Board members should strive to be clear about the matters they are considering and should refrain from referencing an item by letter, number, or other designation which might be conceived as a secret device or method. 

In addition, the board shall not use email, instant message, text messaging, chat rooms, or other private communication during the meetings, all of which might be perceived as deliberating in secret.

6.         Quorum 

Unless otherwise set forth in board-specific rules of order or other governing documents, a majority of the board, including the chair but excluding vacant seats, shall constitute a quorum. A majority is more than half of the board. A member who has withdrawn from a meeting without being excused by majority vote of the remaining members at the meeting shall be counted as present for purposes of determining a quorum. 

7.         Role of the Chair, Vice-Chair and Temporary Chair

The Town Council appointed chair shall be entitled to vote on all matters and shall be considered a board member for all purposes, including the determination of whether a quorum is present.

 The chairs shall have the following authority:

·         To preside over public meetings of the board;

·         To vote upon all measures before the board;

·         To be counted for quorum purposes;

·         To preserve order and decorum;

·         To call a brief recess at any time;

·         To adjourn in an emergency. 

The chairs may also 

·         Rule motions in or out of order;

·         Determine when a speaker has gone beyond reasonable standards of courtesy in his or her remarks and to entertain and rule on objections from other members on this ground;

·         Answer questions of procedure.

Annually at the organizational meeting each board will elect from its membership a vice chair to serve in the chair’s absence or in case of sickness of the chair or other causes which would prevent the chair from attending to his or her duties. The vice chair shall be entitled to vote on all matters and shall be considered a board member for all purposes, including the determination of whether a quorum is present. When called upon to preside over meetings in the absence of the chair, the vice chair will have all authorities as the chair.

If both the chair and vice chair are absent from a meeting, the board will elect from among its members a temporary chair to preside at the meeting.  The temporary chair shall be entitled to vote on all matters and shall be considered a board member for all purposes, including the determination of whether a quorum is present. When called upon to preside over meetings in the absence of the chair and vice chair, the temporary chair will have all authorities as the chair.

 The chair as the meeting presider shall follow the principles below, which were taken from “Roberts Rules in Plain English”: 

·         “Be on time and start on time.” 

·         “Be organized. The presiding officer should have a detailed, well prepared agenda and stick to it.” 

·         “Be prepared. The presiding officer should be familiar with the procedural rules…” 

·         “Be a teacher. The presiding officer should keep the group working together by explaining procedure clearly and communicating the next order of business. If a motion is confusing, it is his [her] duty to clarify it. This may mean helping a member rephrase a motion.” 

·         “Be in control of the floor. The presiding officer should ‘assign’ the floor by recognizing those members who wish to speak by calling them by name. No other member may interrupt or call out remarks without being out of order. The presiding officer should remind such a member that the floor has been assigned and request that his [her] remarks be held until the floor has been assigned to him [her]. In addition, private discussion between members while another has the floor is out of order and disruptive members should be reminded of this rule.” 

·         “Be impartial. The presiding officer should impartially call on members wishing to speak. He [she] should give members on both sides of an issue an opportunity to speak...” 

·         “Be composed. The presiding officer should remain calm and objective, keeping the meeting moving.” 

·         “Be precise. The presiding officer should always restate the motion before taking a vote. After taking the vote, he [she] announces the result of the vote by interpreting the action taken. The presiding officer should always be certain about the results of a voice vote. He [she] may retake the vote by requesting a show of hands on his [her] own accord.” 

·         “Be focused. The presiding officer should not allow irrelevant discussion. Restate the question and, if necessary, directly request the member to ‘confine remarks to the pending question’.” 

·         “Be temperate. The presiding officer should use the gavel sparingly, tapping it once to open and close the meeting.” 

 8.         Action by boards 

Actions of the boards shall proceed by motion, unless agreed to proceed by unanimous consensus. Seconds are required to all motions. Only one motion at a time shall be allowed. Motions may be withdrawn at any time prior to a vote. Motions shall be adopted by a majority of the votes cast unless otherwise required by these rules or by the laws of North Carolina. A majority is defined as more than half of the board members present for the vote.

Every member of the board shall actively participate in voting unless excused by the remaining members in accordance with state law. A member who wishes to be excused from voting shall inform the chair, who shall take a vote of the remaining members. No member shall be excused from voting except upon matters in which the member has a conflict of interest (as outlined in the North Carolina General Statutes and case law). In all other cases, a failure to vote by a member who is physically present in the meeting, or who has withdrawn without being excused by a majority vote of the remaining members present at the meeting shall be recorded as an affirmative vote. However, board members are encouraged to make their voting positions clear by verbalizing their votes rather than allowing their silence to represent an affirmative vote. If a vote is unclear to the chair, then it will be up to the chair to call for a roll call vote. For any voice vote that is not unanimous, the chair shall follow up and conduct a roll call vote. 

9.         Public Hearings (if required)

The boards shall follow all North Carolina laws and local ordinances with regard to legally required public hearings. The purpose of public hearings is to receive public input. The board members should not engage in conversation or debate with speakers during public hearings. The board will hold all questions and comments until after the public hearing is closed. 

The following rules apply to public hearings: 

1.     Speakers must come to the podium to make their remarks; 

2.     Speakers should clearly state their names; 

3.     Speakers should be concise; 

4.     Speakers should avoid repetition; 

5.     Speakers should adhere to the five minute time limit; 

6.     Speakers may only speak once per public hearing; 

7.     Unused minutes are not transferable to other speakers; 

8.     Individuals should designate a spokesperson for large groups; 

9.     All speakers should provide their names and contact information to the staff person taking the minutes; 

10.  Speakers should provide the staff person who is taking the minutes with any documents or materials to be presented to the board; 

11.  Speakers should direct comments to the entire board and not to individual board members. 

 The Board of Adjustment, and any other quasi-judicial board, should adopt variations to these rules as required or appropriate for public evidentiary hearings.

10.        Debate/Discussion by Board Members 

Debate/discussion shall be allowed prior to requiring a motion and second. During the debate/discussion, the presider shall call on a member who has not spoken on the issue before recognizing someone who has already spoken. The Board of Adjustment may adopt variations to these provisions for public evidentiary hearings. 

Board members should avoid personal remarks directed towards individual board members, individual staff members, and individual council members. The presiding officer shall politely rule all such remarks as out of order. 

The board members shall follow the debate/discussion principles outlined in Policy Statement 143 Rules of Procedure for the Cary Town Council, reiterated below: 

·         “It is a good idea to begin your debate by telling the members which side you are speaking on…” 

·         “Organize your thoughts. Pay close attention to your delivery. Speak clearly and slowly, project your voice, and say it like you mean it. Organize your thoughts into two or three main points and communicate them during your debate time…Keep focused on the major reasons why you have taken your stand. Consider this as part of your meeting preparation.” It’s a good idea to bring your concise notes to the meeting with you and actually take notes during the meeting to help you frame your debate/discussion comments. 

·         “Only speak when called on” [by the presiding officer]. 

·         “Direct all comments to the chair. Avoid directing comments to another member.” 

·         “Don’t be disruptive. Side conversations are not allowed. Neither is walking around the room in a manner that is disruptive to the meeting.” 

·         “You can make corrections. If you hear information that you know is inaccurate, you have the right to call attention to the inaccuracy and to have the accurate information shared with the group… this must be done politely.”

 11.        Minutes 

Generally, the minutes of all boards are considered public records.  However, if the board’s session is closed, the minutes from the closed portion of the meeting may not become accessible by the public for a certain period of time, depending upon the circumstances and subject matter of the meeting. The public records laws should be relied upon in determining when all records, including minutes, are deemed public records.  The staff member that is designated as the secretary or liaison to the board shall be considered the custodian of the minutes and should treat such documents as public record laws require.  

 The law requires that all minutes be “full and accurate”. The purpose of minutes is to provide a record of the actions taken by a board and not to provide a transcript of the discussions that occurred during the meeting. The minutes can also provide evidence on behalf of the board, that the board followed proper procedures in taking its actions. If no action is taken, the minutes may simply reflect that the meeting occurred, include the subject of the meeting and that no action occurred. It is not necessary to reflect the conversations and discussions of the board. The minutes should reflect motions made and seconds, identify the movants, dissenting votes, the general summary for the dissenting vote (or minority opinion), and the order in which the items before the board are addressed. All minutes shall be in written form. Minutes should contain enough information to act as an official record of the action taken, they should serve as a guide to staff and council in describing what action, if any, is recommended by the board, and they should be sufficient to be submitted as legal evidence as necessary. It is not necessary to record all discussions, particularly those discussions upon which no action is taken. Minutes for closed sessions shall be kept in accordance with the law and should provide a general account of the closed session so that a person not in attendance would have a reasonable understanding of what transpired.

The following is an outline which may serve as a template for the boards in the preparation of meeting minutes. 

·         Name/identity of the board;

·         Date, time and location of meeting;

·         Time meeting called to order;

·         Names of board members in attendance, those absent, and those electronically participating;

·         Statement of whether or not there is a quorum;

·         Identification of subjects for consideration;

·         Motions and seconds;

·         Any conflicts of interest or abstainments from voting and votes thereon;

·         Vote/Action taken by board;

·         Dissenting opinion;

·         Time meeting adjourned.

Board minutes shall be placed on the Web at least five days prior to the board’s next meeting. Often it is necessary for this to occur earlier based on the council meeting schedules (if the board recommendation is necessary for a council meeting agenda). 

Each board shall vote to approve the minutes at its next meeting. Board members may suggest corrections to the minutes when they are in draft form. All board member suggested corrections should comply with this policy. Board members should not propose amendments to the minutes that conflict with this policy. 

If recordings of board meetings are created, then the staff liaison shall maintain these recordings in accordance with the public records laws and Town policy. 

12.        Electronic Participation in Meetings

With a minimum of two business day’s advanced notice to the staff liaison, appointed members may participate electronically in one meeting each board year. Members who participate electronically are not counted towards a quorum, and they may not officially vote on any issue. However, the Planning and Zoning Board and the Zoning Board of Adjustment may not participate electronically in their regular meetings. They may participate electronically in work sessions, meeting the same provisions outlined herein.

Subject to available Town technology, members of the public may participate electronically in appointed board meetings, excluding Planning and Zoning Board and Zoning Board of Adjustment regular meetings. Each appointed group shall determine if their meetings allow a time for public comment, or if the public’s role is to listen without making comments. 

Staff is allowed to determine on a case-by-case basis that certain meetings of appointed groups are not appropriate for electronic participation. 

13.        Committees of the Boards

Each board except the Zoning Board of Adjustment may create committees from its membership to facilitate the efficiency and effectiveness of the board’s business by researching, studying, and deliberating issues on behalf of, and at the direction of, the full board. The meetings of these committees are public meetings and must comply with the open meetings law. The public notice may serve as the agenda for committee meetings. Items may not be added to the agenda of a committee meeting. Minutes of committee meetings shall comply with this policy. Recommendation and reports of any committee will be made to the full board for discussion and/or recommendation.  

14.        Parliamentary Procedure Resources

When questions arise about parliamentary procedure that are not addressed by these general rules of order or the board-specific rules of order, the following resources may be consulted: Suggested Rules of Procedures for Small Local Government Boards (by Fleming Bell), Suggested Rules of Procedure for a City Council (by Fleming Bell), and Robert’s Rules of Order.

15.        Coverage (Effective Date and Application)

This policy, upon adoption of the Town Council, shall be applicable to all council appointed boards and committees until such time that the policy statement is altered, modified or rescinded by the Town Council.