Parliamentary procedure in the corporate world may follow traditional parliamentary authorities such as

Robert's Rules of Order ''Robert's Rules of Order'', often simply referred to as ''Robert's Rules'', is a manual of parliamentary procedure by U.S. Army officer Henry Martyn Robert. "The object of Rules of Order is to assist an assembly to accomplish the work for whic ...

or simpler rules of order considered by some commentators to be more appropriate in the corporate setting.

Use of parliamentary authorities in corporate meetings in the United States

In general

State statutes typically do not prescribe a particular

parliamentary authority A parliamentary authority is a book of rules for conducting business (parliamentary procedure) in deliberative assemblies. Several different books have been used by legislative assemblies and by organizations' deliberative bodies. Application to o ...

to be used in corporate meetings. For instance, the Davis-Stirling Act, a California statute, provides that certain business meetings "shall be conducted in accordance with a recognized system of parliamentary procedure or any parliamentary procedures the association may adopt." Donald A. Tortorice's ''The Modern Rules of Order'' is a parliamentary manual for use in the corporate world. His book includes statements such as "Procedural measures are no substitute for leadership" and "A principal element of these rules is to place the requisite authority in the hands of the Chair to lead the meeting through its business, using these rules as a guide to what should be done and not as an unyielding mandate as to what must be done." However, it is noted that the motion to appeal from the decision of the chair or to

declare the chair vacant In disciplinary procedures, the motion to declare the chair vacant is used as a remedy to misconduct or dereliction of duty by the chairperson of a deliberative assembly, when the rules allow it. It is usually combined with a motion to elect a new c ...

and elect a new chair remains a procedural safeguard to abuses by the chair.

Shareholders meetings

The ABA Handbook recommends the abolition of parliamentary procedure at shareholder meetings and the strong concentration of authority in the meeting chair, subject to a fairness standard of conduct, concerning virtually all matters of order, recognition, voting procedures, and adjournment. With regard to stockholders' meetings, one legal commentator has noted: The case of ''People v. Albany & Susquehanna R.R.'' established that a corporate election will be set aside if a faction of shareholders conducted the meeting in a manner that bore the appearance of "trick, secrecy or fraud." Other cases have further limited the power of the chair, noting, for instance, that the chair cannot adjourn a meeting, even in the absence of a quorum, without a vote of the assembly. The principles of

majority rule Majority rule is a principle that means the decision-making power belongs to the group that has the most members. In politics, majority rule requires the deciding vote to have majority, that is, more than half the votes. It is the binary deci ...

must be followed and cannot be abrogated by the chair.

References

{{reflist Parliamentary procedure Corporate law