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Parliamentary procedure in the corporate world

Parliamentary procedure in the corporate world may follow traditional parliamentary authorities such as Robert's Rules of Order or simpler rules of order considered by some commentators to be more appropriate in the corporate setting.

Use of parliamentary authorities in corporate meetingsEdit

In generalEdit

State statutes typically do not prescribe a particular parliamentary authority 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."[1]

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 and elect a new chair remains a procedural safeguard to abuses by the chair.[2]

Shareholders meetingsEdit

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.[3]

With regard to stockholders' meetings, one legal commentator has noted:[4]

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.[5] The principles of majority rule must be followed and cannot be abrogated by the chair.[6]


  1. ^ "Civil Code § 1363". 2018-03-06. Retrieved 2019-10-06.
  2. ^ Tortorice, Donald A. (2007). The Modern Rules of Order. American Bar Association. p. 12. ISBN 978-1-59031-792-1.
  3. ^ Varallo, Gregory; Rollo, Richard (April 2001). "Developments In Shareholders' Meetings: New Delaware Legislation And The ABA Handbook". Insights: Corporate & Securities Law Advisor. 15 (1): 9–13. Archived from the original on 2011-05-25. Retrieved 2019-10-06 – via
  4. ^ "Business Law Today: Conduct unbecoming a stockholder?". 2006-10-24. Retrieved 2019-10-06.
  5. ^ "State ex rel. Price v. DuBrul, 126 N.E. 87, 100 Ohio St. 272 (1919)". Caselaw Access Project. 1919-07-08. Retrieved 2019-10-06.
  6. ^ "American Aberdeen-Angus Breeders' Ass'n v. Fullerton, 325 Ill. 323, 156 N.E. 314 (1927)". CourtListener. 1927-04-20. Retrieved 2019-10-06.