Parliamentary Procedure Basics

for Mini Companies

Basic Responsibilities

• The Company President shall preside as the Chairman

• A representative from the HR Department (Corporate Secretary) shall be responsible for the Minutes of the Meeting

• In the absence of the President, a VP may preside as the Chairman (with the approval of other VPs during the meeting)

• Everyone must address the Chairman when speaking

• The Chairman must recognize everyone with speaking rights

Basic Rules

• Allow only one person will speak at a time

• Give everyone an opportunity to speak (time limit is recommended)

• Raise your hands if you want to speak so you can be acknowledged by the Chairman

• Always ask for a motion when an important policy is to be made

• A motion must be seconded

• A seconded motion can be discussed (if necessary)

• A motion can be amended (only with the permission of the person who originated it)

• If a conflict arises from discussions, a vote may be called upon by the Chairman - - by asking for a motion to vote.

• Once a motion is passed, it takes effect immediately

Basic Flow

1. The Chairman calls the meeting to Order.

Chair: “Ladies (and gentlemen), good morning and welcome to (Company name)’s Board of Directors Meeting. The meeting will now come to order” (tap/s)

2. The Chairman makes sure that a notice has been sent and that there is a quorum by asking the VP for HR (or any representative from the HR responsible for the Minutes of the Meeting)

Chair: “VP for HR, has the notice of meeting been sent and do we have a quorum?”

HR: (checks the notice and attendance sheet and responds) “Yes Ms. Chair, the notice has been sent and we have a quorum. We may proceed with the business in the Agenda”

Optional: The Chair may ask for the names of warm bodies in the house for verification

Chair: “There being a quorum, this meeting is hereby duly constituted to transact the business in the Agenda”

Basic Flow

3. The Chairman shall inform everyone of the Agenda

Chair: “Our Agenda for today are the following…”

4. Approval of the Minutes of the Previous Meeting

Chair: “We now move to the next item in the agenda which is the approval of the minutes of the previous meeting held on ____, at ____. Is there any motion on the matter”

BOD 1: “Ms. Chair, I move to dispense with the reading of the minutes and to consider the minutes approved”

BOD 2: I second the motionChair: There being a motion duly made and seconded, the

minutes of the meeting is hereby approved.

Basic Flow

5. Presentation of Reports

Chair: “We now call on ____ to render his/her report on _____”Presentor: “Thank you Ms. Chair… (proceeds with the report)Chair: “Thank you ____. Is there any reaction to this report?” (The Chair waits for reactions and recognize them

accordingly. After hearing reactions, the Chair may ask for a motion to accept the report)

Chair: “Is there a motion to accept the report”BOD 1: “I move to accept the report made by _____”BOD 2: “I second the motion”

6. The Chairman shall proceed with the meeting following the flow of the Agenda.

Basic Flow

7. Other Matters. The Chair shall acknowledge other matters for discussion after all matters in the agenda has been tackled

Chair: “Are there any other matters for discussion”BOD 1: There are no other matters for discussion Ms. Chair

8. Meeting end with the Chairman calling for a motion to adjourn the meeting.

Chair: “We have reached the end of our Agenda, is there a motion to adjourn?”

Mem 1: “I move the meeting to be adjourned”Mem 2: “I second the motion”Chair: “There being a motion to adjourn and seconded, I

now call this meeting adjourned. Thank you for coming”

Agenda - General Format

I. Call to Order and Determination of Quorum

II. Approval of the Minutes of the Previous Meeting

III. Presentation of Reports from the Department Heads

IV. 1st Subject Matter

V. 2nd Subject Matter (and so on)

VI. Other Matters

Notice of Meeting Sample Format

(MC )Corp. Notice of MeetingBoard of Directors Meeting

Date:Time:Where:

AgendaI. Call to OrderII. Declaration of QuorumIII. Approval of Minutes of the Previous Meeting dated ____IV. Presentations of the Following

A. President’s ReportB. VP for Marketing’s ReportC. VP for Production’s report (and so on)

V. Other MattersVI. Adjournment

Sample Minutes of the Meeting

TIPs

Plan ahead and construct a Schedule of Meetings indicating the pertinent topics to be discussed in advance.

Prepare for meetings

Whenever possible, discuss matters with the concerned people before the meeting to avoid long arguments & discussions while in session.

Cooperate & criticize constructively.

Enjoy. The objective of conducting meetings in parliamentary procedure is efficiency and not necessarily for the sake of formality.

Thank You