Breaking down common myths and misconceptions about board meeting procedures can help associations run more effective and efficient meetings.

As an attorney and professional parliamentarian, I’m sometimes asked, “Who was Robert, and why do his rules rule?” Henry Martyn Robert was the original author of Robert’s Rules of Order.

Most organizations with a parliamentary authority use Robert’s. To the public, Robert’s Rules and parliamentary procedure are one and the same. However, a lot of what is “known” about procedure—especially board meetings—is wrong. Mark Twain warned, “It ain’t what you don’t know that gets you into trouble. It’s what you know for sure that just ain’t so.”

Below are nine myths about board meeting procedure that associations should put to rest.

Myth 1: Parliamentary Procedure Doesn’t Matter

Many associations dictate in their bylaws or other governing documents that a parliamentary book will be followed when transacting business. Some states even have statutes that require certain organizations (e.g., HOAs, condos, nonprofits) to follow rules or Robert’s. Ignoring or incorrectly applying such procedures can lead to embarrassment and even lawsuits.

Myth 2: Any Robert’s Will Do

While there are many books with Robert’s Rules in the title, most are earlier editions or knockoffs. There is one official Robert’s that is the successor to earlier works. Each new edition brings changes to procedure. The current edition is  Robert’s Rules of Order Newly Revised, 12th Edition.  If your organization’s rules specify the “latest edition,” this is the book you need to use.

Myth 3: Boards Follow the Same Rules as Other Meetings

Rules aren’t one-size-fits-all. Problems are common when large meetings behave too informally, or small meetings behave too formally. Rules should be like clothes—they should fit the organization they are meant to serve.

Most parliamentary manuals provide that board and membership meetings are conducted differently. Large meetings must be fairly formal. However, formality can hinder business in smaller bodies. Robert’s recommends less formal rules for boards where there are not more than about a dozen members present, including:

• Members may raise a hand instead of standing to obtain the floor.
• Members may remain seated while speaking or making motions.
• Motions need no second.
• Discussion of a subject is permitted while no motion is pending.
• When a proposal is clear, a vote can be taken without a formal motion.
• There is no limit to the number of times a member may speak to a subject or motion.
• Occasions where debate must be limited or stopped should be rarer than in larger meetings.
• The chair is typically a full participant and can debate and vote on all questions.
• Votes are often taken by a show of hands.

Smaller boards that dislike informality may follow more formal procedures. Informal boards may also choose to be more formal on important or controversial matters.

Myth 4: Seconds Always Matter

In a larger or more formal body, a second to a motion implies that at least two members want to discuss it. If there is no second, there should be no further action on the proposal. However, after any debate, the lack of a second is irrelevant. For less formal smaller bodies, seconds aren’t required.

Myth 5: Debate and a Formal Vote Are Required

Many noncontroversial matters can be resolved without debate through “general” or “unanimous” consent. Using this method, the presiding officer asks, “Is there any objection to …?” For example, “Is there any objection to ending debate?” If no one objects, debate is closed. If a member objects, the matter is resolved with a motion and vote. Unanimous consent allows an assembly to move quickly through non-contested issues.

Myth 6: The Maker of a Motion Gets to Speak First and Last

The maker of a motion has the right to speak first to a proposal. After speaking, the maker has no more rights to speak than other members.

Myth 7: “Old business”

“Old business” is not a parliamentary term and suggests a revisiting of any old thing ever discussed. The correct term, “unfinished business” makes clear the term refers to specific items carried over from the previous meeting. A presiding officer never needs to ask, “Is there any unfinished business?” Rather, the officer should simply state the question on the first item.

Myth 8: Yelling “Question!” Stops Debate

The previous question (or motion to close debate) is often handled wrong. Shouting “Question!” is not only bad form, but it’s also ineffective. A member wanting to close debate must be recognized by the chair. The previous question requires a second and a two-thirds vote. Only the assembly decides when to end debate.

Myth 9: The Chair Rules the Meeting

The chair is the servant of the assembly, not its master. If the assembly rules are being violated, any member can raise a “point of order.” Once the chair rules on the point of order, a member can appeal from the decision of the chair. If seconded, the appeal takes the parliamentary question away from the chair and gives it to the assembly. The assembly is the ultimate decider of all procedural issues.

The benefits of a well-run board meeting go beyond legal concerns. Proper procedure can turn long, confrontational meetings into short, painless ones. Eliminating these myths will bring your meetings more in line with proper procedure and result in shorter, more effective meetings.

Member Services Chair- Haley Vanness with Water Professionals International
Member Services Vice Chair- Kelly Johnson Rose with Iowa Park and Recreation Association

Program Committee Chair- Brad Holtan with Iowa State of Association of Counties
Program Committee Vice Chair- Kelly Mc Cord with Water Professionals International

Associate Division Chair- Missy Berg with Markey's
Associate Division Vice Chair-  Kathy Staudt with Heart of America

As you gear up for another year of event planning, it might be a great time to approach things differently, learn new things, and improve your skills. Here are some suggestions from the West Des Moines Marriott to help you create fantastic events this year. 

Embrace Continuous learning: Event planning requires being flexible. Take this chance to learn new methods and skills. When you learn new things, you'll be better equipped to handle changes effectively. This helps keep your events fresh and unique. 

Manage Stress Levels: Event planning can be both thrilling and stressful. Recognize the pressures of this career and take care of yourself. Use methods that reduce stress to have a better balance between work and personal life. When your mind is clear, you'll make better decisions while planning. 

Value Feedback: Feedback is invaluable. Ask clients, guests, and vendors for their thoughts. Use both constructive criticism and praise to improve how you plan events. Being open to feedback helps you build stronger relationships and make your events even better. 

Build Relationships: It's crucial to connect with others in the industry. Work closely with vendors, sponsors, and local communities to create a strong support network. Good relationships often lead to better resources, deals, and opportunities for amazing events. The West Des Moines Marriott stresses the importance of these connections for future success. 

Event planning is about evolving. The West Des Moines Marriott suggests keeping an open mind, welcoming change as a chance to grow. Aim for balance in the midst of chaos and use feedback to improve. By following these strategies, we think you'll be well on your way for an organized, successful and unforgettable events this year.  

Thinking of hosting your next event? Contact one of our event managers today to explore our versatile event spaces and partner with us to translate these invaluable insights into a successful and unforgettable reality for your next gathering

Noah Sattler

Bill Boyd

Nyemaster Goode, P.C.

Des Moines, IA

            Nonprofit corporations formed in Iowa with tax-exempt status must make regular filings with the Internal Revenue Service (“IRS”) to preserve their status as a tax-exempt entity. While this requirement may sound simple enough, completing the appropriate form by the recurring deadline can trip up even the largest nonprofits, and reinstating tax-exempt status can be administratively burdensome.

            Filing the Form 990

            To preserve its existing tax-exempt status, a nonprofit must file one of several annual information filings (tax return forms) with the IRS known as Form 990, 990-EZ, and 990-N. As reviewed below, the appropriate form depends on the nonprofit’s size and operations. In general, a nonprofit should file the annual return with the least amount of administrative burden associated, provided the nonprofit meets the relevant qualifications. Nonprofits should keep in mind that much of the information disclosed on Form 990 or any of its variations will be publicly available, including on the IRS website.

            Annual returns are generally due on May 15 for nonprofits with tax years ending on December 31. However, a nonprofit may obtain a one-time automatic six-month extension by filing Form 8868 with the IRS prior to the filing deadline. This extension is not available for nonprofits filing Form 990-N. If a nonprofit has reason to believe it might not meet the May 15 deadline, it should avoid the negative consequences of late filing by submitting Form 8868.

            Consequences of Non-Compliance

            Regardless of which variation of Form 990 the nonprofit is required to file, late filings and failure to file have significant consequences.

            Late Fees

            The IRS imposes different penalties for late filing relative to the nonprofit’s size. If a nonprofit with gross receipts of less than $1,000,000 files after the due date without reasonable cause, the IRS can impose a penalty of $20 per day for each day the return is late, with a maximum penalty of $10,000 or five percent of the organization’s gross receipts, whichever is less. The penalty increases to $100 per day, up to a maximum of $50,000, for a nonprofit whose gross receipts exceed $1,000,000.

            If a nonprofit fails to file its annual return for three consecutive tax years, the IRS will automatically revoke the nonprofit’s tax-exempt status and issue a Revocation Letter (CP120A) notifying the nonprofit. If the IRS revokes your organization’s tax-exempt status, the organization will be added to the Revocation of Exemption list. You can check that list at the IRS website.

            Abating Late Fees

            As noted above, a nonprofit that files its annual return after the due date without reasonable cause can be subject to significant penalties. To prove “reasonable cause” and abate the penalties reviewed above, a nonprofit should file its annual return even if it is past the May 15 deadline. The nonprofit should attach a written statement to its annual return containing the following:

1. A declaration by the authorized signatory that the written statement is made under penalty of perjury.
2. A description of the reason the penalty was charged. Penalties may be charged for a return being late, incomplete, or both; the written statement should identify why the relevant penalties were charged.
3. A description of what prevented the nonprofit from requesting an extension of time to file its return, assuming the organization did not request such an extension. This could be because the responsible person died or left the nonprofit, the nonprofit changed addresses, or any other justification for why the nonprofit was unaware it missed the filing deadline.
4. A description of how the nonprofit was not negligent or careless but exercised ordinary business care and prudence.
5. A description of the steps the nonprofit has taken to prevent the same situation in the future.

            Oftentimes nonprofits have few resources and rely on volunteers to meet multiple responsibilities, and filing annual returns can slip through the cracks. A well-written statement should honestly address each item above with special emphasis on how the nonprofit exercised ordinary care and prudence under the circumstances and the steps taken to avoid the same situation in the future.

            Although it is harder to establish reasonable cause if the nonprofit requested and received a six-month extension, such an extension does not disqualify and should not deter a nonprofit from requesting abatement of penalties.

            Reinstatement

            A nonprofit that fails to meet its annual filing requirements for three consecutive tax years will have its tax-exempt status revoked, leaving it subject to federal and state income tax. If an organization’s tax-exempt status is revoked, it can apply for reinstatement through a streamlined process or a more arduous one.

            The streamlined process is available to nonprofits that 1) were previously eligible to file Form 990-EZ or 990-N and 2) have not previously had their tax-exempt status revoked. The streamlined process requires that nonprofits file either Form 1023 or Form 1023-EZ with the IRS and pay the associated fee no later than fifteen months following the later of the date of the organization’s Revocation Letter and the date the organization appeared on the Revocation List on the IRS website. If approved, reinstatement of tax exemption under this process will be retroactive to the date of revocation.

            If the streamlined process may not be used, a nonprofit must file Form 1023 with the IRS and pay the associated fee within the fifteen-month period described above. The nonprofit must also include a statement establishing it had reasonable cause for failing to meet the filing requirement in one of the three years it did not file, as well as a statement confirming it has since filed returns for those years and any other necessary years. If approved, reinstatement of tax exemption under this process will be retroactive to the date of revocation.

            If a nonprofit is applying for reinstatement outside the fifteen-month period described above, it must comply with all the requirements above and must include a statement establishing it had reasonable cause for each of the years in which the nonprofit did not file its annual return. If approved, reinstatement of tax exemption under this process will be retroactive to the date of revocation.

            If none of the above processes for reinstatement are available, the nonprofit must apply for tax exemption by filing Form 1023 with the IRS and pay the associated fee as if it were applying for tax exemption for the first time, the only difference being that, if approved, reinstatement of tax exemption will be effective as of the postmark date of the application.

As we welcome a new year, many of us reflect on the past and set goals for the future.  Goals that are filled with promises of change and self-improvement.  Goals that seem easily attainable, yet never quite seem to come to full fruition. 

But what if this year, instead of approaching resolutions with the familiar lens of self-improvement, we consider embracing a fresh perspective.  A perspective focused on being an active, engaged member of ISAE.  The benefits of this are not only personal but extend to the “community” as well --- a community of fellow association executives. 

Active participation becomes the cornerstone of engagement, turning roundtables, meetings, and events into opportunities for meaningful connections and conversation. (ISAE provides endless opportunities for this!) Contributing skills and expertise further recognizes engaged members by providing a platform to be heard and seen.  (Have you participated in the new ISAE Topic Boxes?) Constructive feedback fuels improvement, and engaged members actively share insights with association leadership. (How else is ISAE supposed to grow?)

Making a resolution to be an active, engaged member of a professional association like ISAE is a commitment to your personal and professional development. It's a journey that goes beyond attending events or paying dues; it's about actively shaping and contributing to a “community” that shares common goals.

As we step into the New Year, let this resolution be a means for growth, collaboration, and significant contributions within the association and the broader professional landscape.  CHEERS to 2024 and to embracing a fresh perspective!

By Sarah Ogbourne and Cynde Cronin, Connectify HR

Pay transparency is a critical tool for organizations looking to attract and retain top talent. As companies strive to determine the best compensation packages for their employees, one question that often arises is whether to post wage ranges for open positions when sourcing candidates. While this may seem like a simple decision, it can be more complex, with some states now legislating pay transparency requirements.

Pay transparency refers to companies being open about the compensation provided for current and prospective employees as a step toward pay equity. Many states now require pay transparency provisions, mandating that employers post a pay scale for any open position or prohibiting employers from inquiring about salary history during the application/interview process. In 2023, it’s estimated that 25% of all private employers will be required to post pay ranges with their job ads, and that number is certain to grow in the coming years.

Pay transparency is not just a legal requirement, but it’s also something that employees are concerned with. Sites like Glassdoor, Monster, and salary.com make it easy for employees to find information on their market worth. Additionally, once a taboo practice, sharing wage information amongst coworkers is now more commonplace, especially amongst Gen Z workers. Therefore, it's essential to talk to your employees about their pay and never prohibit them from discussing their salaries.

Ensuring fair and equitable pay practices is an extremely valuable tool in your employee retention toolkit. One reason employees seek a new job is the desire for more pay. When clear communication and information around pay practices are absent, employees will likely turn to other (likely unreliable) sources for validation. Fair and competitive base pay is the leading driver of employee attraction and retention globally. When employees know the “why” behind their pay rate and know their pay is fair and competitive, they are more likely to stay. Organizations must ensure that pay rates and ranges align with specific job descriptions and utilize data to determine the market value of a particular job. Analyzing the pay among employees performing the same job and identifying differences is also essential. Employers should ensure that differences in pay between two employees in the same position or at the same level can be fully and reasonably explained by bona fide job-related factors such as tenure, experience, performance, difficulty of role, etc.

As a business, it's crucial to familiarize yourself with any state-specific mandate regarding pay transparency, especially if you are a multi-state operation and have remote workers in several states/localities. You must also consider the best way to communicate your company pay practices to potential and current employees and revisit your pay ranges and scales consistently, such as annually or semi-annually.

In conclusion, pay transparency is an essential tool for employee retention and attraction. Organizations must ensure that their pay practices are fair and equitable and that they follow state-specific mandates regarding pay transparency. By doing so, they can build trust with their employees, and employees are more likely to stay with the company.

• Background and Purpose
• Roles and Responsibilities
  Investment Objectives
• Asset Allocation Framework
• Review and Monitoring Process
  

• Portfolio construction
• Trading and rebalancing
• Performance reporting
• Investment policy statement support
• Fee benchmarking and monitoring
• Board and staff education
  

Conclusion