World Library  
Flag as Inappropriate
Email this Article

Parliamentary procedure in the corporate world

Article Id: WHEBN0016312855
Reproduction Date:

Title: Parliamentary procedure in the corporate world  
Author: World Heritage Encyclopedia
Language: English
Subject: Parliamentary procedure, Robert's Rules of Order, Corporate law, Board of directors, United States corporate law
Collection: Corporate Law, Parliamentary Procedure
Publisher: World Heritage Encyclopedia
Publication
Date:
 

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.

Contents

  • Use of parliamentary authorities in corporate meetings 1
    • In general 1.1
    • Shareholders meetings 1.2
  • References 2

Use of parliamentary authorities in corporate meetings

In general

State statutes typically do not prescribe a particular parliamentary authority to be used in corporate meetings. For instance, the Davis-Sterling 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 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.[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]

References

  1. ^ Civil Code § 1363
  2. ^ http://books.google.com/books?id=BJ4NyB-9rP8C&printsec=frontcover&dq=tortorice&sig=AfxJDRz_1JdG4tvKTUnTMEjc5VM
  3. ^ Developments In Shareholders’ Meetings: New Delaware Legislation And The ABA Handbook | Bowne Digest
  4. ^ Business Law Today: Conduct unbecoming a stockholder?
  5. ^ State ex rel. Price v. Dubrul
  6. ^ Aberdeen Angus Breeders Ass'n v. Fullerton
This article was sourced from Creative Commons Attribution-ShareAlike License; additional terms may apply. World Heritage Encyclopedia content is assembled from numerous content providers, Open Access Publishing, and in compliance with The Fair Access to Science and Technology Research Act (FASTR), Wikimedia Foundation, Inc., Public Library of Science, The Encyclopedia of Life, Open Book Publishers (OBP), PubMed, U.S. National Library of Medicine, National Center for Biotechnology Information, U.S. National Library of Medicine, National Institutes of Health (NIH), U.S. Department of Health & Human Services, and USA.gov, which sources content from all federal, state, local, tribal, and territorial government publication portals (.gov, .mil, .edu). Funding for USA.gov and content contributors is made possible from the U.S. Congress, E-Government Act of 2002.
 
Crowd sourced content that is contributed to World Heritage Encyclopedia is peer reviewed and edited by our editorial staff to ensure quality scholarly research articles.
 
By using this site, you agree to the Terms of Use and Privacy Policy. World Heritage Encyclopedia™ is a registered trademark of the World Public Library Association, a non-profit organization.
 



Copyright © World Library Foundation. All rights reserved. eBooks from World eBook Library are sponsored by the World Library Foundation,
a 501c(4) Member's Support Non-Profit Organization, and is NOT affiliated with any governmental agency or department.