PREPARED BY: Wendy Wood
Town Clerk
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 01/20/2026
ITEM NO: 15
DESK ITEM
DATE: January 20, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Adopt the Revised Town Agenda Format and Rules Policy 2-01 RECOMMENDATION: Adopt the revised Town Agenda Format and Rules Policy 2-01 REMARKS:
It was brought to staff’s attention that the redline changes did not appear in the Attachment 1; Attachment 3 contains the redline changes.
Attachments received with the staff report:
1. Draft Town Agenda Format and Rules Policy (redline)
2. Draft Town Agenda Format and Rules Policy (clean) with Exhibit A - Modified Rosenberg’s Rules of Order
Attachment received with this desk item:
3. Redline Draft Town Agenda Format and Rules Policy
This Page Intentionally Left Blank
ATTACHMENT 1
COUNCIL POLICY MANUAL
TITLE: Town Agenda Format and Rules POLICY NUMBER: 2-01 EFFECTIVE DATE: 12/15/1986 PAGES: 7
ENABLING ACTIONS: 1986-183; 1987-
024; 1988-124; 1993-181; 1994-057;
1996-108; 2001-077; 2004-033; 2009-
002; 2021-047
REVISED DATES: 12/15/1986; 3/2/1987;
6/6/1988; 6/15/1992; 12/6/1993; 4/4/1994;
8/5/1996; 7/2/2001; 4/5/2004; 1/20/2009;
3/16/2009; 12/6/2010; 8/5/2013; 3/3/2015;
9/20/2016; 6/20/2017; 8/1/2017; 12/4/18/;
8/20/19; 12/3/19; 6/1/2021; 11/2/2021;
9/20/22; 2/7/2023; 11/21/2023; 8/6/2024;
12/11/2025
APPROVED:
PURPOSE
To establish procedures which standardize Town agendas and insureensure an orderly meeting.
This Policy applies to Town Council and all Town Boards, Commissions, and Committees, and references to Mayor will apply to Boards, Commissions, and Committees Chairpersons as applicable in the policyand set forth in this Policy determined by the staff liaison..
POLICY
The following policies have been established:
A. Order of the Agenda
Subject to the Mayor’s, or Chair’s, discretion to change the order of consideration of any agenda item during any individual meeting:
Call Meeting to Order
Roll Call
Pledge of Allegiance
Appointments
Presentations
Council Matters
Manager Matters
Consent Calendar
Verbal Communications
Public Hearings
Other Business
Small Town Service Community Stewardship Future Focus
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Council Matters
Manager Matters
Attorney Matters and Closed Session Report
Adjournment (No later than midnight without vote.)
B. Closed Session Report
As required by the Brown Act, the Town Attorney will report on actions taken at the Closed Session, but without reporting any information which could damage the Town’s position on a) potential or existing litigation, b) the acquisition or disposition of property, or c) any employee’s privacy interests. In addition, the Closed Session agenda shall clearly identify the subject of each agenda item consistent with the requirements of the Brown Act.
C. Communications by Members of the Public
Speakers at public meetings will be asked to provide their full name and to state whether they are a resident of the Town of Los Gatos. This information is optional but not required.
1. Verbal Communications. Comments by members of the public during the initial Verbal Communications portion of the agenda on items not on the Council agenda shall be limited to 30 minutes and no more than three (3) minutes per speaker., or at the discretion of the Mayor. Town resources may not be used to facilitate audio or visual presentations. Individuals addressing the Town Council under Verbal Communications may submit written materials and must provide at least one (1) copy for inclusion in the administrative record. As an item not listed on the agenda, no response is required from Town staff or the Council and no action can be taken. However, the Council may instruct the Town Manager to place the item on a future agenda. At the conclusion of the first Verbal Communications, the agenda will proceed onto the Public Hearings and Other Business sections of the agenda. In the event additional speakers were not able to be heard during the initial Verbal Communications portion of the agenda, an additional Verbal Communications section can be opened prior to Adjournment.
2. Public Hearings. Presentations during the Public Hearings portion of the agenda by appellants and applicants, including any expert or consultant assisting with the presentation, shall be limited to a total of no more than five (5) minutes for all speakers.
Appellants and applicants shall be provided no more than three (3) minutes to rebut at the end of the public hearing. Visual presentations that require the use of staff resources shall be limited to appellants and applicants. Other members of the public testifying at public hearings shall be limited to no more than three (3) minutes and may submit written materials, provided that one (1) copy is submitted for inclusion in the administrative record.
3. Submittal of written materials by Applicant and Appellant. To allow Town Council, Boards, Commissions, Committees, Town Staff, and the public the opportunity to review material in advance of a hearing, all materials should be submitted by the Applicant or Appellant to the designated staff member must be received by the Town Clerk fourteen (14) days prior to the publishing of the report for the scheduled public hearing.
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Documents and materials received from the Applicant or Appellant after the deadline publishing of the report will be accepted; however, the Town Staff and the Town Council may not have the timenot be able to analyze the documents and materiallate submissions based on the time provided by the submitter for such material to be reviewed., and Town Council may not have the time to consider materials submitted after the deadline The submittal of any additional material by the Applicant or Appellant shall not be considered prima facie evidence (sufficient to establish a fact or raise a presumption) under Town Code Section 29.20.300.
4. Other Agenda Items. Comments by members of the public concerning any other item on an agenda shall be limited to no more than three (3) minutes per item.
5. 4. Mayor’s Discretion. All time limits noted above shall be subject to change at the Mayor’s discretion. If a member of the public speaks on the wrong item, the time used would be deducted from the speaker’s overall public comment time allowance on the correct item.
D. Consent Calendar
Items on the Council agenda that are considered to be of a routine and non-controversial nature are placed on the Consent Calendar. Typical items include meeting minutes, final reading and adoption of ordinances, resolutions approving agreements, awards of contracts, status staff reports, etc.
Consent items shall be approved by a single Council motion unless a member of the Council requests that an item be removed for separate Council action. Members of the public may speak on an item on the Consent Calendar during the public comment portion before the Council votes on the Consent Calendar. Items removed from the Consent Calendar may be considered at that meeting at the Mayor’s discretion. If an item is removed for discussion, members of the public may speak to that item even if they previously spoke on the item during public comment.
E. Presentations
The Presentations portion of the agenda is intended to allow organized groups to make formal presentations to the Council and to recognize and honor deserving individuals and organizations. All matters included on the Presentations portion of the agenda require the prior approval of the Mayor and shall be limited to no more than ten (10) minutes, unless the Mayor grants additional time. Visual presentations must be submitted to the staff 24 hours in advance of the meeting unless otherwise authorized by the Mayor.
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F. Council Matters
Members of Council may report on the activities of the committees to which they belong or the meetings they attend, question staff briefly on matters upon which the Council has taken action or given direction, make brief announcements related to activities that a Council Member performs on behalf of the Town or its residents, or discuss whether to place particular items on future agendas for action by the Council. Personal business and personal political campaign activities are not Council Matters. Council Members’ reports are limited to three minutes each. Public comment on any Council Matter will be provided during Verbal Communications section of the agenda. Future agenda items to be briefly discussed here shall be identified consistent with Section G of this Policy, or may be raised for the first time under this item.
During the Council Matters portion of the meeting, any Council Member may request that an item be placed on a future agenda for Council discussion. If a second Councilmember supports the request or if such request is solely made by the Mayor, the item will be scheduled on the next agenda under Council Matters for discussion purposes only.
If the item requires significant staff effort as determined by the Town Manager, then three or more members of the Council must vote in favor of placing an item on a future agenda for action. If more information is needed, the Council can continue the item to allow staff to obtain the required information, with approval by a majority of the Council.
Discussion items are intended solely for dialogue between Councilmembers and shall not require staff research, reports, or preparation beyond listing the item on the agenda. If, after such discussion, three or more Councilmembers support further consideration through a vote to agendize, the item shall be placed on a future agenda for formal action. At that time, staff will prepare the necessary materials and reports consistent with standard agenda procedures.
Nothing shall limit three or more Council members from providing direction in requesting action at any time. The Mayor in good faith will make every effort to place a Council Requested item on the first available Council agenda in consultation with the Town Manager.
G. Adjournment
Council meetings will be adjourned at midnight unless a majority of the Council Members present vote to extend the adjournment time.
H. Americans with Disabilities Notice on Town Agendas
As part of the requirements under the Americans with Disabilities Act, the Town is required to provide notice of whom to contact in advance of a public meeting for assistance to disabled individuals who might wish to participate. The following notice shall be provided in at least one location on each Town agenda for Council, Boards, Commissions, or Committees.
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I. Preparation of the Town Council Agenda
The agenda is prepared by staff in consultation with the Mayor for the Mayor’s final approval. If there is a disagreement between The Mayor and staff, the Mayor makes the ultimate call on the Agenda and its items. In the case of any order change or scheduling agenda items, the Town Manager has the discretion to adjust the order and scheduling if such change is necessary to mitigate an operational, financial, or more members of the Council must votecompliance related impact.
Any member of the Council may submit a request through the Town Manager or directly to the Mayor to make a change or addition to the agenda. In no event may the subject of whether to amend the agenda be discussed outside of a public meeting by more than two (2) members of the Council.
Items thus proposed to be added to the agenda require the Mayor’s agreement to be added for action under Other Business. If the Mayor does not agree, the item shall be listed on the agenda for discussion purposes only under the Council Matters section of the agenda.
Council may then discuss whether to place the item on a future agenda for action.
Public comment on any Council Matter will be provided during Verbal Communications section of the agenda. Two (2) or more members of the Council must vote in favor of placing an item on a future agenda for action. The Mayor in good faith will make every effort to place the a Council Requested item on the first available Council agenda in consultation with the Town Manager.
If the wish of the Council is to add an item on the agenda of the current meeting, then the Brown Act generally requires a two-thirds (2/3) vote or a unanimous vote of those present if less than five (5) Council Members are present, with a finding that there is a need to take immediate action and the need for action came to the attention of the Town after the agenda was posted.
i. Preparation of the Town Boards, Commissions, and Committees Agenda For Town Boards, Commissions, and Committees, the staff liaison will consult and consider the Chairs’s input ion the items scheduled for future meetings.
J. Council Regular Meeting Agenda Schedule and Preparation In general, questions or inquiries from Council Members to the Town Manager and/or Town Attorney regarding agenda items should be responded to within 24 hours, and then placed into Addenda and/or Desk Items, as appropriate.
In compliance with the Americans with Disabilities Act, if you needrequire special assistance to participate in this meeting, please contact the Clerk’s Office at (408) 354- 6834. NotificationPlease notify the Clerk’s Office at least two (2) business days prior to the meeting date to enable the Town to makeso that reasonable arrangements can be made to ensure accessibility to this meeting [in compliance with 28 CFR §35.102-35.104] and related provisions.
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The following timeline outlines the standard schedule for finalizing and distributing Town Council meeting materials. While this schedule will be followed under normal circumstances, adjustments may occur based on staff availability, meeting demands, or unforeseen circumstances.
Thursday, prior
to the meeting
Written agenda is finalized and printed. Agenda packets distributed to Town Council Members. Public comments on agenda items received by 11:00 a.m. will be included in the agenda packet.
Friday, prior to
the meeting
Additional information from staff available after the Thursday distribution of the agenda packet, and public comments received prior to 11:00 a.m. on Friday 3:00 p.m. will be distributed to Town Council members as an Addendum to a staff report.
Monday, prior
to the meeting
Additional information from staff available after the Friday Addendum and public comment received prior to 113:00 ap.m. on Monday will be distributed to Town Council members as an Addendum to a staff report.
Day of Council
Meeting
Council comments and questions received by 7:00 a.m. and Public comments received by 11:00 a.m. on the morning of a Council meeting will be included in a Desk Item for distribution to Town Council members by 3:00 p.m. on the afternoon of a Council meeting. Council comments and questions received after 7:00 a.m. may be addressed during the Council meeting., or as staff availability permits. Public comment received after 11:00 a.m. will not be distributed to the Council in the Desk Item; however, public comment may be submitted by individuals during the Council meeting.
In general, questions or inquiries from Council Members to the Town Manager and/or Town Attorney regarding agenda items should be responded to within 24 hours, and then placed into Addenda and/or Desk Items, as appropriate.
i. Boards, Commissions, and Committee Schedule and Preparation.
The schedule for Boards, Commissions and Committee meetings will follow a corresponding schedule, depending on their meeting day.
K. Agenda Posting
Council Agendas shall be posted at least 72 hours prior to a regular meeting, and at least 24 hours prior to a special meeting in compliance with the Brwon Act. Notice of any meeting of a formally appointed Committee where two Council Members could be present shall be posted at least 24 hours in advance of any such meeting with a note as to the time and location, and an invitation to the public to attend.
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L. Conduct of Town Council Meetings
The Council shall adopt:
1. Modified Robert's Rosenberg’s Rules of Order (Exhibit A - changes are bolded and noted with asterisks) with a change to the “Basic Format for an Agenda Item Discussion” section to allow Council Members to ask questions after public comment; and a change to the reconsideration process to allow a reconsideration of a motion as outlined in this policy under Section O; or Some other rules of order, or
2. Allow the Mayor to conduct the meeting as deemed appropriate so long as all members of the Council concur.
M. Attendance at Meetings
The Town Council and Commissioners are expected to attend all meetings as part of their commitment to their positions. Attendance requirements for Commissioners are set forth in Town Council Policy 2-11: Commission Appointments, Residency and Attendance Requirements, and Establishing a Quorum. Consistent with the Family Medical Leave Act and the California Family Rights Act, absences of up to 12 weeks due to the birth of a child constitute excused absences.
N. Remote Attendance
In addition to the requirements of the Brown Act, the following guidelines apply to Town meetings:
1. Town Council Meetings: Requests by Council Members to attend a regular Council meeting via remote appearance (either Zoom or telephone) are allowed on a limited basis and with no more than two regular meeting remote participations in a row.
Remote attendance shall be permitted for a medical, family or work event requiring a Council Member’s absence or in the event the Council Member is out of the area on official Town business. In addition, at least a quorum of the Council must participate from a location within the Town and comply with other requirements of the Brown Act.
However, a Council Member may participate remotely under the ‘Just Cause’ provisions of Government Code Section 54953, with remote participation limited to five meetings per calendar year. When a Council Member is participating remotely, they shall have their camera on and be visible for the duration of the meeting.
2. Town Board, Committee, and Commission Meetings: Board, Committee, and Commission members may participate remotely by telephone only, with the exception of the Finance and Planning Commissioners who have the choice of either Zoom or telephone. Requests by Commissioners to attend a Commission meeting via remote appearance should be allowed on a limited basis to mirror the existing attendance requirements, with no more than four remote participations annually, no more than two regular meeting remote participations in a row, and in compliance with the Brown Act.
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3. Remote Participation by the Public: With the exception of Town Council Closed Sessions, In conformance with Government Code Section 54953, the public may participate in Town Council meetings remotely. The public may also participate in Finance Commission and Planning Commission meetings remotely by followingas technology allows. Individuals can join these meetings using the remote participation instructions that are provided on the agenda. , based on the available technology and equipment. The remote participation instructions shall be provided on all Town Council, Finance Commission, and Planning Commission agendas with the exception of Town Council Closed Sessions. There is not a remote public participation option for other Town Boards, Committees, or Commissions.
O. Proposed Reconsideration of Prior Council Actions
Reconsideration of prior Council actions is discouraged and may only occur in special circumstances subject to the procedural restrictions outlined herein. Reconsideration does not include, and this Policy does not prohibit, the repeal of a resolution or ordinance in response to a lawsuit or a referendum challenging that adoption.
Step 1 – Motion to Place Reconsideration of a Prior Action on a Future Council Agenda a. The motion must be made by a Council Member who previously voted on the prevailing side of the prior action, while the second can be any Council Member ; b. The maker of the motion shall specifically articulate the new information, analysis and/or circumstances that warrant(s) reconsideration of the prior action; c. The motion must be adopted by a majority of the full Council; and d. The motion may only be made and considered at the no later than the next regularly scheduled meeting of the Council after the item was originally acted upon.
Step 2 – Full Reconsideration of the Prior Action, if a motion as outlined in Step 1 is approved.
a. The full reconsideration of the prior action will be placed on the next available Council agenda following the agenda-setting and required public notification process. b. The agenda, public notification and staff report for the full reconsideration of the prior action shall clearly state that the item has been previously acted upon by the Council and is being reconsidered by the Council.
c. Action on the reconsideration of the prior action shall adhere to regular Council policies and practices as if the item was being heard for the first time.
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d. The full reconsideration of the prior action (whether sustained, reversed or otherwise modified) will be the final action on that item, and no further reconsiderations will be considered.
P. Motions by the ChairpersonMayor
The Chairperson of the meetingMayor may make or second motions. The ChairpersonMayor may also restate, or ask that the maker restate, all motions immediately prior to any vote.
Q. Behavior Expectations and Consequences at Town Council Meetings At each meeting, the Mayor should welcome the public to participate in the meetings, understanding that the purpose of the meeting is to conduct the important business of the Town in an efficient and effective manner. The Mayor may promote constructive communication by asking Council members, staff, and community members to embrace and adhere to the following values:
• Be respectful, welcoming, inclusive, compassionate, and kind to each other, • Appreciate the diversity of perspectives and views in our community, • Express your views and share your perspectives in helpful ways, • Listen to understand and empathize with each other, and • Collaborate and work together to do what is best for Los Gatos.
As needed, the Mayor may need to remind the public about the Town’s civility rules: listed below:
1. For the benefit of the entire community, the Town of Los Gatos asks that all speakers follow the Town’s meeting guidelines by treating everyone with respect and dignity. This is done by following meeting guidelines set forth in State law, in the Town Code, and on the cover sheet of the Council agenda.
2. The Town embraces diversity and strongly condemns hate speech and offensive, hateful language or racial intolerance of any kind at Council meetings.
3. Town Council and staff are well aware of the public’s right to disagree with their professional opinion on various Town issues. However, anti-social behavior, slander, hatred, and bigotry statements are completely unacceptable and will not be tolerated in any way, shape, or form at Town Council meetings.
4. All public comments at the Town Council meeting must pertain to items within the subject matter jurisdiction of the Town and shall not contain slanderous statements, hatred, and bigotry against non-public officials.
R. Managing Disruptive Behavior During Meetings
The Town will go through the following steps if in the event of a meeting disturbance results from a member of the public not following these rules:
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a. If participating remotely, Town staff may mute the individual with an explanation for the record of why muting occurred consistent with this Policy. b. If participating in-person, the Mayor may call a recess for violation of this Policy, resulting in the immediate cessation of the audio and video recording and the Council exiting the Chamber. Staff will determine if the individual should be removed or if all members of the public should leave depending on the extent of the disturbance. In the event that all public members exit, only the press would be allowed back in the meeting. Once the individual(s) leave, the Council would return to the Chamber and the Mayor would resume the meeting.
1. If the individual is participating remotely, the Mayor, or their designee shall warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal. If they do not promptly cease their disruptive behavior after the warning their permission to speak will be removed.
2. If the individual participating in-person, the Mayor or their designee shall warn the individual that their behavior is disrupting the meeting and that their failure to cease their behavior may result in their removal. If the speaker does not promptly cease their disruptive behavior after the warning, they may be removed from the meeting.
3. In accordance with Government Code Section 54957.9, in the event that any meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting infeasible and order cannot be restored by the removal of individuals who are willfully interrupting the meeting, the members of the legislative body conducting the meeting may order the meeting room cleared and continue in session.
Only matters appearing on the agenda may be considered in such a session.
Representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this section.
Nothing in this section shall prohibit the legislative body from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.
Nothing in this policy limits other options to resolve disruptions, including but not limited to, taking a recess.
APPROVED AS TO FORM:
_________
Gabrielle Whelan, Town Attorney
Rosenberg's Rules of Order
REVISED 2011
Simple Rules of Parliamentary Procedure for the 21st Century By Judge Dave Rosenberg
EXHIBIT A
LEAGUE9
OF CALIFORNI.A
CITIES
MISSION AND CORE BELIEFS
To expand and protect local control for cities through education and advocacy to enhance the quality of life for all Californians.
VISION
To be recognized and respected as the leading advocate for the common interests of California's cities.
About the League of California Cities
Established in 1898, the League of California Cities is a member organization that represents California's incorporated cities.
The League strives to protect the local authority and automony of city government and help California's cities effectively serve their residents. In addition to advocating on cities' behalf at the state capitol, the League provides its members with professional development programs and information resources, conducts education conferences and research, and publishes Western City magazine.
© 2011 League of California Cities. All rights reserved.
ABOUT THE AUTHOR
Dave Rosenberg is a Superior Court Judge in Yolo County. He has served as presiding judge of his court, and as presiding judge of the Superior Court Appellate Division. He also has served as chair of the Trial Court Presiding Judges Advisory Committee ( the committee composed of all 58 California presiding judges) and as an advisory member of the California Judicial Council. Prior to his appointment to the bench, Rosenberg was member of the Yolo County Board of Supervisors, where he served two terms as chair. Rosenberg also served on the Davis City Council, including two terms as mayor. He has served on the senior staff of two governors, and worked for 19 years in private law practice. Rosenberg has served as a member and chair of numerous state, regional and local boards. Rosenberg chaired the California State Lottery Commission, the California Victim Compensation and Government Claims Board, the Yolo-Solano Air Quality Management District, the Yolo County Economic Development Commission, and the Yolo County Criminal Justice Cabinet. For many years, he has taught classes on parliamentary procedure and has served as parliamentarian for large and small bodies.
II
TABLE OF CONTENTS
About the Author ............................................................................................................ ii Introduction .................................................................................................................... 2 Establishing a Quorum ................................................................................................... 2 The Role of the Chair ...................................................................................................... 2 The Basic Format for an Agenda Item Discussion ........................................................ 2 Motions in General ......................................................................................................... 3 The Three Basic Motions ................................................................................................ 3 Multiple Motions Before the Body ................................................................................. 4 To Debate or Not to Debate ............................................................................................ 4 Majority and Super-Majority Votes ............................................................................... 5 Counting Votes ................................................................................................................ 5 The Motion to Reconsider .............................................................................................. 6 Courtesy and Decorum .................................................................................................. 7 Special Notes About Public Input .................................................................................. 7 1 INTRODUCTION
The rules of procedure at meetings should be simple enough for most people to understand. Unfortunately, that has not always been the case. Virtually all clubs, associations, boards, councils and bodies follow a set of rules - Robert's Rules of Order- which are embodied in a small, but complex, book. Virtually no one I know has actually read this book cover to cover. Worse yet, the book was written for another time and for another purpose. If one is chairing or running a parliament, then Robert's Rules of Order is a dandy and quite useful handbook for procedure in that complex setting. On the other hand, if one is running a meeting of say, a five-member body with a few members of the public in attendance, a simplified version of the rules of parliamentary procedure is in order.
Hence, the birth of Rosenberg's Rules of Order.
What follows is my version of the rules of parliamentary procedure, based on my decades of experience chairing meetings in state and local government. These rules have been simplified for the smaller bodies we chair or in which we participate, slimmed down for the 21st Century, yet retaining the basic tenets of order to which we have grown accustomed. Interestingly enough, Rosenberg's Rules has found a welcoming audience. Hundreds of cities, counties, special districts, committees, boards, commissions, neighborhood associations and private corporations and companies have adopted Rosenberg's Rules in lieu of Robert's Rules because they have found them practical, logical, simple, easy to learn and user friendly.
This treatise on modern parliamentary procedure is built on a foundation supported by the following four pillars:
1. Rules should establish order. The first purpose of rules of parliamentary procedure is to establish a framework for the orderly conduct of meetings.
2. Rules should be clear. Simple rules lead to wider understanding and participation. Complex rules create two classes: those who understand and participate; and those who do not fully understand and do not fully participate.
3. Rules should be user friendly. That is, the rules must be simple enough that the public is invited into the body and feels that it has participated in the process.
4. Rules should enforce the will of the majority while protecting the rights of the minority. The ultimate purpose of rules of procedure is to encourage discussion and to facilitate decision making by the body. In a democracy, majority rules. The rules must enable the majority to express itself and fashion a result, while permitting the minority to also express itself, but not dominate, while fully participating in the process.
2 Establishing a Quorum
The starting point for a meeting is the establishment of a quorum.
A quorum is defined as the minimum number of members of the body who must be present at a meeting for business to be legally transacted. The default rule is that a quorum is one more than half the body. For example, in a five-member body a quorum is three.
When the body has three members present, it can legally transact business. If the body has less than a quorum of members present, it cannot legally transact business. And even if the body has a quorum to begin the meeting, the body can lose the quorum during the meeting when a member departs ( or even when a member leaves the dais). When that occurs the body loses its ability to transact business until and unless a quorum is reestablished.
The default rule, identified above, however, gives way to a specific rule of the body that establishes a quorum. For example, the rules of a particular five-member body may indicate that a quorum is four members for that particular body. The body must follow the rules it has established for its quorum. In the absence of such a specific rule, the quorum is one more than half the members of the body.
The Role of the Chair
While all members of the body should know and understand the rules of parliamentary procedure, it is the chair of the body who is charged with applying the rules of conduct of the meeting. The chair should be well versed in those rules. For all intents and purposes, the chair makes the final ruling on the rules every time the chair states an action. In fact, all decisions by the chair are final unless overruled by the body itself.
Since the chair runs the conduct of the meeting, it is usual courtesy for the chair to play a less active role in the debate and discussion than other members of the body. This does not mean that the chair should not participate in the debate or discussion. To the contrary, as a member of the body, the chair has the full right to participate in the debate, discussion and decision-making of the body. What the chair should do, however, is strive to be the last to speak at the discussion and debate stage. The chair should not make or second a motion unless the chair is convinced that no other member of the body will do so at that point in time.
The Basic Format for an Agenda Item Discussion
Formal meetings normally have a written, often published agenda.
Informal meetings may have only an oral or understood agenda. In either case, the meeting is governed by the agenda and the agenda constitutes the body's agreed-upon roadmap for the meeting. Each agenda item can be handled by the chair in the following basic format:
First, the chair should clearly announce the agenda item number and should clearly state what the agenda item subject is. The chair should then announce the format ( which follows) that will be followed in considering the agenda item.
Second, following that agenda format, the chair should invite the appropriate person or persons to report on the item, including any recommendation that they might have. The appropriate person or persons may be the chair, a member of the body, a staff person, or a committee chair charged with providing input on the agenda item.
Third, the chair should ask members of the body if they have any technical questions of clarification. At this point, members of the body may ask clarifying questions to the person or persons who reported on the item, and that person or persons should be given time to respond.
Fourth, the chair should invite public comments, or if appropriate at a formal meeting, should open the public meeting for public input. If numerous members of the public indicate a desire to speak to the subject, the chair may limit the time of public speakers. At the conclusion of the public comments, the chair should announce that public input has concluded ( or the public hearing, as the case may be, is closed).
* The chair should ask members of the body if they have any questions of clarification. At this point, members of the body may ask clarifying questions to the person or persons who reported on the item, and that person or persons should be given time to respond.
Fifth, the chair should invite a motion. The chair should announce the name of the member of the body who makes the motion.
Sixth, the chair should determine if any member of the body wishes to second the motion. The chair should announce the name of the member of the body who seconds the motion. It is normally good practice for a motion to require a second before proceeding to ensure that it is not just one member of the body who is interested in a particular approach. However, a second is not an absolute requirement, and the chair can proceed with consideration and vote on a motion even when there is no second. This is a matter left to the discretion of the chair.
Seventh, if the motion is made and seconded, the chair should make sure everyone understands the motion.
This is done in one of three ways:
I. The chair can ask the maker of the motion to repeat it;
2. The chair can repeat the motion; or
3. The chair can ask the secretary or the clerk of the body to repeat the motion.
Eighth, the chair should now invite discussion of the motion by the body. If there is no desired discussion, or after the discussion has ended, the chair should announce that the body will vote on the motion. If there has been no discussion or very brief discussion, then the vote on the motion should proceed immediately and there is no need to repeat the motion. If there has been substantial discussion, then it is normally best to make sure everyone understands the motion by repeating it.
3 Ninth, the chair takes a vote. Simply asking for the "ayes" and then asking for the "nays" normally does this. If members of the body do not vote, then they "abstain:' Unless the rules of the body provide otherwise ( or unless a super majority is required as delineated later in these rules), then a simple majority (as defined in law or the rules of the body as delineated later in these rules) determines whether the motion passes or is defeated.
Tenth, the chair should announce the result of the vote and what action (if any) the body has taken. In announcing the result, the chair should indicate the names of the members of the body, if any, who voted in the minority on the motion. This announcement might take the following form: "The motion passes by a vote of 3-2, with Smith and Jones dissenting. We have passed the motion requiring a 10-day notice for all future meetings of this body:'
Motions in General
Motions are the vehicles for decision making by a body. It is usually best to have a motion before the body prior to commencing discussion of an agenda item. This helps the body focus.
Motions are made in a simple two-step process. First, the chair should recognize the member of the body. Second, the member of the body makes a motion by preceding the member's desired approach with the words "I move ... "
A typical motion might be: "I move that we give a 10-day notice in the future for all our meetings."
The chair usually initiates the motion in one of three ways:
I. Inviting the members of the body to make a motion, for example, ''A motion at this time would be in order."
2. Suggesting a motion to the members of the body, ''A motion would be in order that we give a 10-day notice in the future for all our meetings."
3. Making the motion. As noted, the chair has every right as a member of the body to make a motion, but should normally do so only if the chair wishes to make a motion on an item but is convinced that no other member of the body is willing to step forward to do so at a particular time.
The Three Basic Motions
There are three motions that are the most common and recur often at meetings:
The basic motion. The basic motion is the one that puts forward a decision for the body's consideration. A basic motion might be: "I move that we create a five-member committee to plan and put on our annual fundraiser:'
The motion to amend. If a member wants to change a basic motion that is before the body, they would move to amend it. A motion to amend might be: "I move that we amend the motion to have a IO-member committee:' A motion to amend takes the basic motion that is before the body and seeks to change it in some way.
The substitute motion. If a member wants to completely do away with the basic motion that is before the body, and put a new motion before the body, they would move a substitute motion. A substitute motion might be: "I move a substitute motion that we cancel the annual fundraiser this year."
"Motions to amend" and "substitute motions" are often confused, but they are quite different, and their effect (if passed) is quite different.
A motion to amend seeks to retain the basic motion on the floor, but modify it in some way. A substitute motion seeks to throw out the basic motion on the floor, and substitute a new and different motion for it. The decision as to whether a motion is really a "motion to amend" or a "substitute motion" is left to the chair. So if a member makes what that member calls a "motion to amend;' but the chair determines that it is really a "substitute motion;' then the chair's designation governs.
A "friendly amendment" is a practical parliamentary tool that is simple, informal, saves time and avoids bogging a meeting down with numerous formal motions. It works in the following way: In the discussion on a pending motion, it may appear that a change to the motion is desirable or may win support for the motion from some members. When that happens, a member who has the floor may simply say, "I want to suggest a friendly amendment to the motion:' The member suggests the friendly amendment, and if the maker and the person who seconded the motion pending on the floor accepts the friendly amendment, that now becomes the pending motion on the floor. If either the maker or the person who seconded rejects the proposed friendly amendment, then the proposer can formally move to amend.
Multiple Motions Before the Body
There can be up to three motions on the floor at the same time.
The chair can reject a fourth motion until the chair has dealt with the three that are on the floor and has resolved them. This rule has practical value. More than three motions on the floor at any given time is confusing and unwieldy for almost everyone, including the chair.
When there are two or three motions on the floor (after motions and seconds) at the same time, the vote should proceed first on the last motion that is made. For example, assume the first motion is a basic "motion to have a five-member committee to plan and put on our annual fundraiser:' During the discussion of this motion, a member might make a second motion to "amend the main motion to have a IO-member committee, not a five-member committee to plan and put on our annual fundraiser:' And perhaps, during that discussion, a member makes yet a third motion as a "substitute motion that we not have an annual fundraiser this year:' The proper procedure would be as follows:
4 First, the chair would deal with the third ( the last) motion on the floor, the substitute motion. After discussion and debate, a vote would be taken first on the third motion. If the substitute motion passed, it would be a substitute for the basic motion and would eliminate it. The first motion would be moot, as would the second motion (which sought to amend the first motion), and the action on the agenda item would be completed on the passage by the body of the third motion (the substitute motion). No vote would be taken on the first or second motions.
Second, if the substitute motion failed, the chair would then deal with the second (now the last) motion on the floor, the motion to amend. The discussion and debate would focus strictly on the amendment (should the committee be five or 10 members). If the motion to amend passed, the chair would then move to consider the main motion (the first motion) as amended. If the motion to amend failed, the chair would then move to consider the main motion ( the first motion) in its original format, not amended.
Third, the chair would now deal with the first motion that was placed on the floor. The original motion would either be in its original format (five-member committee), or if amended, would be in its amended format (IO-member committee). The question on the floor for discussion and decision would be whether a committee should plan and put on the annual fundraiser.
To Debate or Not to Debate
The basic rule of motions is that they are subject to discussion and debate. Accordingly, basic motions, motions to amend, and substitute motions are all eligible, each in their turn, for full discussion before and by the body. The debate can continue as long as members of the body wish to discuss an item, subject to the decision of the chair that it is time to move on and take action.
There are exceptions to the general rule of free and open debate on motions. The exceptions all apply when there is a desire of the body to move on. The following motions are not debatable ( that is, when the following motions are made and seconded, the chair must immediately call for a vote of the body without debate on the motion):
Motion to adjourn. This motion, if passed, requires the body to immediately adjourn to its next regularly scheduled meeting. It requires a simple majority vote.
Motion to recess. This motion, if passed, requires the body to immediately take a recess. Normally, the chair determines the length of the recess which may be a few minutes or an hour. It requires a simple majority vote.
Motion to fix the time to adjourn. This motion, if passed, requires the body to adjourn the meeting at the specific time set in the motion. For example, the motion might be: "I move we adjourn this meeting at midnight:' It requires a simple majority vote.
Motion to table. This motion, if passed, requires discussion of the agenda item to be halted and the agenda item to be placed on "hold:' The motion can contain a specific time in which the item can come back to the body. "I move we table this item until our regular meeting in October." Or the motion can contain no specific time for the return of the item, in which case a motion to take the item off the table and bring it back to the body will have to be taken at a future meeting. A motion to table an item ( or to bring it back to the body) requires a simple majority vote.
Motion to limit debate. The most common form of this motion is to say, "I move the previous question" or "I move the question" or "I call the question" or sometimes someone simply shouts out "question:' As a practical matter, when a member calls out one of these phrases, the chair can expedite matters by treating it as a "request" rather than as a formal motion. The chair can simply inquire of the body, "any further discussion?" If no one wishes to have further discussion, then the chair can go right to the pending motion that is on the floor.
However, if even one person wishes to discuss the pending motion further, then at that point, the chair should treat the call for the "question" as a formal motion, and proceed to it.
When a member of the body makes such a motion ("I move the previous question"), the member is really saying: "I've had enough debate. Let's get on with the vote." When such a motion is made, the chair should ask for a second, stop debate, and vote on the motion to limit debate. The motion to limit debate requires a two-thirds vote of the body.
NOTE: A motion to limit debate could include a time limit. For example: "I move we limit debate on this agenda item to 15 minutes." Even in this format, the motion to limit debate requires a twothirds vote of the body. A similar motion is a motion to object to consideration of an item. This motion is not debatable, and if passed, precludes the body from even considering an item on the agenda. It also requires a two-thirds vote.
Majority and Super Majority Votes
In a democracy, a simple majority vote determines a question. A tie vote means the motion fails. So in a seven-member body, a vote of 4-3 passes the motion.A vote of 3-3 with one abstention means the motion fails. If one member is absent and the vote is 3-3, the motion still fails.
All motions require a simple majority, but there are a few exceptions.
The exceptions come up when the body is taking an action which effectively cuts off the ability of a minority of the body to take an action or discuss an item. These extraordinary motions require a two-thirds majority (a super majority) to pass:
Motion to limit debate. Whether a member says, "I move the previous question;' or "I move the question;' or "I call the question;' or "I move to limit debate;' it all amounts to an attempt to cut off the ability of the minority to discuss an item, and it requires a two-thirds vote to pass.
5 Motion to close nominations. When choosing officers of the body (such as the chair), nominations are in order either from a nominating committee or from the floor of the body. A motion to close nominations effectively cuts off the right of the minority to nominate officers and it requires a two-thirds vote to pass.
Motion to object to the consideration of a question. Normally, such a motion is unnecessary since the objectionable item can be tabled or defeated straight up. However, when members of a body do not even want an item on the agenda to be considered, then such a motion is in order. It is not debatable, and it requires a two-thirds vote to pass.
Motion to suspend the rules. This motion is debatable, but requires a two-thirds vote to pass. If the body has its own rules of order, conduct or procedure, this motion allows the body to suspend the rules for a particular purpose. For example, the body ( a private club) might have a rule prohibiting the attendance at meetings by non-club members. A motion to suspend the rules would be in order to allow a non-club member to attend a meeting of the club on a particular date or on a particular agenda item.
Counting Votes
The matter of counting votes starts simple, but can become complicated.
Usually, it's pretty easy to determine whether a particular motion passed or whether it was defeated. If a simple majority vote is needed to pass a motion, then one vote more than 50 percent of the body is required. For example, in a five-member body, if the vote is three in favor and two opposed, the motion passes. If it is two in favor and three opposed, the motion is defeated.
If a two-thirds majority vote is needed to pass a motion, then how many affirmative votes are required? The simple rule of thumb is to count the "no" votes and double that count to determine how many "yes" votes are needed to pass a particular motion. For example, in a seven-member body, if two members vote "no" then the "yes" vote of at least four members is required to achieve a two-thirds majority vote to pass the motion.
What about tie votes? In the event of a tie, the motion always fails since an affirmative vote is required to pass any motion. For example, in a five-member body, if the vote is two in favor and two opposed, with one member absent, the motion is defeated.
Vote counting starts to become complicated when members vote "abstain" or in the case of a written ballot, cast a blank ( or unreadable) ballot. Do these votes count, and if so, how does one count them? The starting point is always to check the statutes.
In California, for example, for an action of a board of supervisors to be valid and binding, the action must be approved by a majority of the board. ( California Government Code Section 25005.) Typically, this means three of the five members of the board must vote affirmatively in favor of the action. A vote of 2-1 would not be sufficient. A vote of 3-0 with two abstentions would be sufficient. In general law cities in California, as another example, resolutions or orders for the payment of money and all ordinances require a recorded vote of the total members of the city council. ( California Government Code Section 36936.) Cities with charters may prescribe their own vote requirements. Local elected officials are always well-advised to consult with their local agency counsel on how state law may affect the vote count.
After consulting state statutes, step number two is to check the rules of the body. If the rules of the body say that you count votes of"those present" then you treat abstentions one way. However, if the rules of the body say that you count the votes of those "present and voting;' then you treat abstentions a different way. And if the rules of the body are silent on the subject, then the general rule of thumb ( and default rule) is that you count all votes that are "present and voting:' Accordingly, under the "present and voting" system, you would NOT count abstention votes on the motion. Members who abstain are counted for purposes of determining quorum (they are "present"), but you treat the abstention votes on the motion as if they did not exist ( they are not "voting"). On the other hand, if the rules of the body specifically say that you count votes of those "present" then you DO count abstention votes both in establishing the quorum and on the motion. In this event, the abstention votes act just like "no" votes.
How does this work in practice?
Here are a few examples.
Assume that a five-member city council is voting on a motion that requires a simple majority vote to pass, and assume further that the body has no specific rule on counting votes. Accordingly, the default rule kicks in and we count all votes of members that are "present and voting:' If the vote on the motion is 3-2, the motion passes. If the motion is 2-2 with one abstention, the motion fails.
Assume a five-member city council voting on a motion that requires a two-thirds majority vote to pass, and further assume that the body has no specific rule on counting votes. Again, the default rule applies.
If the vote is 3-2, the motion fails for lack of a two-thirds majority. If the vote is 4-1, the motion passes with a clear two-thirds majority. A vote of three "yes;' one "no" and one "abstain" also results in passage of the motion. Once again, the abstention is counted only for the purpose of determining quorum, but on the actual vote on the motion, it is as if the abstention vote never existed - so an effective 3-1 vote is clearly a two-thirds majority vote.
Now, change the scenario slightly. Assume the same five-member city council voting on a motion that requires a two-thirds majority vote to pass, but now assume that the body DOES have a specific rule requiring a two-thirds vote of members "present." Under this specific rule, we must count the members present not only for quorum but also for the motion. In this scenario, any abstention has the same force and effect as if it were a "no" vote. Accordingly, if the votes were three "yes;' one "no" and one "abstain;' then the motion fails. The abstention in this case is treated like a "no" vote and effective vote of 3-2 is not enough to pass two-thirds majority muster.
6 Now, exactly how does a member cast an "abstention" vote? Any time a member votes "abstain" or says, "I abstain;' thatis an abstention. However, if a member votes "present" that is also treated as anabstention (the member is essentially saying", Count me for purposes of a quorum, but my vote on the issue is abstain:') In fact, any manifestation of intention notto vote either "yes" or "no" on the pending motion may be treated by the chair as anabstention. If written ballots are cast, a blank or unreadable ballot is counted as an abstention as well.
Can a member vote "absent" or "count me as absent?" Interesting question. The ruling on this is uptothe chair. The better approach is for the chair to count this as if the member had left his/her chair and is actually "absent." That, of course, affects the quorum. However, the chair may also treat this as a vote to abstain, particularly if the person does not actually leave the dais.
The Motion to Reconsider
There is a special and unique motion that requires a bit of explanation all by itself; the motion to reconsider. A tenet of parliamentary procedure is finality. After vigorous discussion, debate and a vote, there must be some closure to the issue. And so, after a vote is taken, the matter is deemed closed, subject only to reopening if a proper motion to consider is made and passed.
A motion to reconsider requires a majority vote to pass like other garden-variety motions, but there are two special rules that apply only to the motion to reconsider.
* First, is the matter of timing. A motion to reconsider must be made at the meeting where the item wasfirst voted upon.A motion to reconsidermade at a later time is untimely. (The body,however,can always vote tosuspend the rules and, bya two-thirds majority, allow a motion to reconsider to be made at another time.)
* The motion may be made and considered no later than the next regularly scheduled meeting of the Council after the item was originally acted upon.
Second, a motion toreconsider may be made only by certain members of the body. Accordingly, a motion to reconsider may be made only by a member who voted in the majority on the original motion. If such a member has a change of heart, he or she may make the motion to reconsider ( any other member of the body
- including a member who voted in the minority on the original motion - may second the motion). If a member who voted in the minority seeks to make the motion to reconsider, it must be ruled out of order. The purpose of this rule is finality. If a member of minority could make a motion to reconsider, then the item could be brought back to the body again and again, which would defeat the purpose of finality.
If the motion toreconsider passes, then the original matter is back before the body, and a new original motion is in order. The matter may be discussed and debated as if it were on the floor for the first time.
Courtesy and Decorum
The rules of order are meant to create an atmosphere where the members of the body and the members of the public can attend to business efficiently, fairly and with full participation. At the same time, it is up to the chair and the members of the body to maintain common courtesy and decorum. Unless the setting is very informal, it is always best for only one person at a time to have the floor, and it is always best for every speaker to be first recognized by the chair before proceeding to speak.
The chair should always ensure that debate and discussion of an agenda item focuses on the item and the policy in question, not the personalities of the members of the body. Debate on policy is healthy, debate on personalities is not. The chair has the right to cut off discussion that is too personal, is too loud, or is too crude.
Debate and discussion should be focused, but free and open. In the interest of time, the chair may, however, limit the time allotted to speakers, including members of the body.
Can a member of the body interrupt the speaker? The general rule is "no:' There are, however, exceptions. A speaker may be interrupted for the following reasons:
Privilege. The proper interruption would be, "point of privilege:' The chair would then ask the interrupter to "state your point." Appropriate points of privilege relate to anything that would interfere with the normal comfort of the meeting. For example, the room may be too hot or too cold, or a blowing fan might interfere with a person's ability to hear.
Order. The proper interruption would be, "point of order:' Again, the chair would ask the interrupter to "state your point." Appropriate points of order relate to anything that would not be considered appropriate conduct of the meeting. For example, if the chair moved on to a vote on a motion that permits debate without allowing that discussion or debate.
7 Appeal. If the chair makes a ruling that a member of the body disagrees with, that member may appeal the ruling of the chair. If the motion is seconded, and after debate, if it passes by a simple majority vote, then the ruling of the chair is deemed reversed.
Call for orders of the day
. This is simply another way of saying,
"return to the agenda:' If a member believes that the body has drifted from the agreed-upon agenda, such a call may be made. It does not require a vote, and when the chair discovers that the agenda has not been followed, the chair simply reminds the body to return to the agenda item properly before them. If the chair fails to do so, the chair's determination may be appealed.
Withdraw a motion. During debate and discussion of a motion, the maker of the motion on the floor, at any time, may interrupt a speaker to withdraw his or her motion from the floor. The motion is immediately deemed withdrawn, although the chair may ask the person who seconded the motion if he or she wishes to make the motion, and any other member may make the motion if properly recognized.
Special Notes About Public Input
The rules outlined above will help make meetings very publicfriendly. But in addition, and particularly for the chair, it is wise to remember three special rules that apply to each agenda item:
Rule One: Tell the public what the body will be doing.
Rule Two: Keep the public informed while the body is doing it.
Rule Three: When the body has acted, tell the public what the body did.
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