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1 n

THE CANADIAN CITIZEN :
HIS RIGHTS J¥D RESPONSIBILITIES.

JNO. GEO. BOURINOT,
1894.

(

J. G

Author of

thp:

CANADIAN MANUAL

ON THK

PROCEDURE

m1':p:ting8 of shakeholi)p_:rs and directors of

companies, conventions, societies and

public asse^jbltes generally.

AN Ar.i;nHiMt:NT ok riir a'tikms's lahcku wokk.

J. G. BOURIXOT, C.M.G., LL.D., D.C.L., Lit. 1).

Clickk of Thk liousi; of Commons ;

Author of Parliamentary Procedure iu Canada : Manual of Ca)iadian Coniititutional

History ; Federal Government in Canada ; Canadian Studies in

Comparative Politics, etc.

TORONTO :

THE CARSWELL CO. (Ltd.) LAW PUBLISHERS, ETC.

1894.

c . 5

Euterad r.ocordiug to .-ict of the Parliament of Canada, in the year one thousand
eight hundred and ninety-four, by The Carswell Co (Iitd.) in the Office
of tlie Minister of Agriculture.

TORONTO :
rriNTED UY THK ( AliSWELI, CO., LTD.
22" 30 Ailelaide St. East.

PKEFATOHY NOTE.

nj'lKE author has found it expedient to issue this abridgment of
his hxrger Manual on the Procedure of Public Bodies in (general,
in order to satisfy the demand that appears to exist for tlie issue of
a compact and short treatise for connuon use at the lowest possible
price. This volume contains all those material parts of the lar<ife book,
in which are laid down the well recognized rules and principles that
are generally applicable to the orderly conduct of Assemblies. The
author has endeavored to make his explanations on all points as
succinct and clear as possible ; and he would like to believe that
all those who study these pages conscientiously and industriously
will be able to understand without difficulty the proper methods of
business and debate that should obtain in deliberative and legis-
lative bodies. Those who wish to pursue the subject at greater
length, and apply the principles laid down in the following pages
to Synods, Conferences, Municipal Councils and Legislative
Assemblies may extend their confidence in the writer still further
and consult the more elaborate works, to whose preparation he
devoted some years of his life.

The Author has also to add that this volume is intended
as the first of a Short Series, Relating to the Duties and
Responsibilities of Canadian Citizens in Connection with

Vlll

FMJKFATOP.V NOTE.

THE GovEiiXMEXT OF THE l)(.MiNio\, wliethe)' <reneml, piovim-ial
or inunicipal. It is proposed to ex].Iain the nature oC tliis
(Government in a simple manner, so that it mav he easily un.lei'-
stood l)y yonn<r and old, men and women, of all classes. It is
quite natural that the first volume of such a series should
state the princij)les and methods of con<luctino- those meetinrrs
and assemblies which oritrinate and express that public opinion
and public action by which every Government is more or less
influenced and bound in this country of popular institutions.

Ottawa.

Iht NovKMi)i:n, 1«<J1.

PREFACE TO THE AliTllDirS UEB MANUAL.

OINCE the puVtlication of the autlior's lar^^e work on I'urliainen-
tary Procedure some years aj^o, he has been in constant receij)t
of enquiries on various points of order that have arisen from time
to time in municipal and other meetin<jfs, and has conse(|uently seen
tlie practical necessity that exists for a relativel}' short treatise that
is directly adapted to the special wants of municipal councils, public
meetings and conventions, religious conferences, shareholders'
and directors' meetings, and societies in general. Such a treatise
will necessarily supplement the large work just mentioned, which
is exclusively devoted to parliamentary procedure and government,
and to which reference can be made in those complicated and difli-
cult cases which can alone be treated in such elaborate books. In
the practice of many societies and public bodies in this country
some confusion appears to exist with reference to the true meaning
and object of " the previous question," and of such motions as " to
lay on the table," " to postpone definitely," or " indefinitely," and
• to reconsider," which are drawn from the procedure, not of our
own legislative assemblies, but of assemblies in the United States.
I have attempted in this treatise to give such explanations as wil
aid in preventing confusion or doubt in the application of these
methods of procedure. In this way, the author hopes he wnll meet
the wants of that large number of persons, who, in this country of
popular institutions, are immediately interested in the methodical
progress of business, and naturally wish to make chemselves con-
versant, as easily as possible, with the principle's rules and usages

I'UKK.U'K TO THE AUTIIOK S LAKUEK MANUAL.

that sliouM (^iiidi) tho proceeding." of public iiHsembliuH of all kinds.
At all events, if the numerous per.son.s who have used a good deal
of the author's time for years, will refer as a rule to this volu) le in
oi'dinary cases instead of making personal application to him, he
may expect to have more leisure than he has heretofore been
able to enjoy. At the .same time the author adds that he will be
grateful for any suggestions that may make any future edition
of this work as accurate and comprehensive as possible, especially
in connection with the meetings of municipal councils, for who.se
proceedings the writer has suggested a uniform code of rules as
desirable and ea.sy of accomplishment.

In order that this work may be as comprehensive and as useful
as possible to all pra( ♦■-ical men, the writer has divided it as follows:

1. A statem mt of the leading rules and principles of
parliamentary procedure which lie necessarily at the basis
of the proceedings and deliberations of all public assemblies
and societies of this country.

2. Next an application of those rules and principles to
the proceedings of Public Meetings, Societies, Conventions
Church Conferences and Synods, Companies' Meetings and
Municipal Councils.

Comments are made on the special procedure of the various
classes of meetings dealt with in full — especially of municipal
councils in Ontario — and references are given throughout to the
tirst part of the work in order to make that procedure as intel-
ligible as possible, especially in cases of doubt.

The Index has been made as full as practicable, and a Table

of Contents is given at the commencement of each of the Five

Parts of the work.

J. G. BOURINOT.

CONTENTS.

FIIIST I'ART.

RULKH AND USAGES OF PARLIAMENT.

PAfiK.

I.— General Observations on Meetin^^s of all Classes ."

II. — Summary of the Rules and Usages of Parliament Applicable to Assem-
blies Generally -'7

SECOND PART.

RULES OF ORDER AND PROCEDURE FOR PURLIC MEETINGS

AND SOCIETIES.

I. — General Observations on Public 'Meetings t;i

II. — The Procedure at a Public Meeting »'.(>

III. — Political Conventions 71

IV. — Societies in General 7!i

V. — Mutual Benefit and Labour Organizations 8a

VI. — Trades and Labour Organizations SH

THIRD PART.

CORPORATE COMPANIES.

I. — Introductory Remarks ] (;7

II. — Regulations or By-laws of Companies lOli

III. — Directors' Meetintrs 110

CONTENTS — Continued.

IV. — Proceedin^'o at a General Mtetin-f of Shareholclcrs Ho

\'.— Notice of Meetings Ujl

VI.— Quorum 12'2

VII.— Minutes 24>2

VIII. — Chairman J2G

IX. — Resolutions joy

X. — Books.

127

XL— Voting j.jy

ANALYTICAL INDEX.

X.B.— The n-ft-rence.s in the Notes to "Fourtli" and "Fifth" Parts, pages (3, 8, 10
l;;. 11, IG, 18. 22, 2i;, so, so, !tl, i)7, !)!>, are to the large Manual.

Ho
111)
122
122
12G
127
127
128

0, 8, 10

FIRST PART.

ROLES AND USAGES OF PARLIAMENT.

1 —

GEXERAL OBSERVATIONS.
I II—SUMMARY OF THE RULES AND USAGES OF
I PARLIAMENT.

/. Pul

All

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Hon

Susi

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Pref

Hon

Spec

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11.

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1,1.

Noti

J:j.

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Prop

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repress
regime,
have ra

I.— GENERAL OBSERVATIONS.

Public meetings and assemblies in Can-

16.

ada, p. 3.

17.

All puhlii: bodies rjenerallij governed

18.

by tiie piirliamentary law of Can-

19.

ada, p. 4.

:i.

Special rules necessary in certain cases.

20.

p. 5.

21.

How regulations can he clianged, p. 6.

.5.

Suspension of rules, p. 6.

22.

r,.

Meaning of " session," " sitting,"

23.

" meeting," etc., p. 7.

24.

1 .

Presiding qljlcer,p. 7.

23.

How chosen, p. 8.

26.

<).

Special statutorg provisions provided
in majority of cases for selection of
such officer, p. 9.

Quorum, p. 9.

II.

Order of business, p. 9.

l:i.

Notices of motions, p. 10.

l:j.

Minutes of proceedings, p. U.

27.

Proposal of motions, p. 11.

Jo.

Putting of motions and amendments
thereto, p. 12.

2S.

. Taking seme of an assembly, p. 12.
Debate, p. 13.

" Previous ([uestion" explained, p. 13.
Object of all rules: due deliberation,

p. 16.
Relevancy of debate, p. 16.
Question once decided not renewable, as

a rule, at same session, p. 17.
Reconsideration, p. 17.
Committees of the wlwie, p. 19.
Importance of select committees, p. 20.
Reports of committees, p. 21,
Dilatory motions, viz.:

To adjourn, p. 21.

To lay on the table, p. 22.

To postpone to a specified time, p. 23.

To postpone indii'nitely, p. 24.

To commit, in American practice,
p. 24.
General remarks on preceding motions,

p. 25.
Importance of rules of order, p. 26.

I. Meetings of public bodies in the Dominion. — Since the
time Canada was relieved from that system of absolutism and
repression of all debate, which was a signal feature of the French
regime, and became a country of English institutions, her people
have raised a structure of government having at its bo,:.': *reedora

I i

I ,
1 1"

GENEllAL OBSEUVATIOXS.

of speech and thought. We must place first those primary (a)
meetings which are called together from time to time to discuss
public questions relating to the general, the provincial, or the
municipal affairs of the country. Then come the meetings of the
numerous municipal councils which are guided by certain statutory
laws and rules of procedure, and are at once deliberative and
legislative in their character. A story higher are the various
legislative bodies of the several provinces, which have plenary
jurisdiction within their provincial limits, and are themselves the
creators of the municipal bodies immediately below them in tlie
structure of government. The dome of the edifice is the parlia-
ment of the Dominion, having powers of legislation over the general
affairs of the whole confederation.

.In addition to this artificial system which has slowly evolved
from the necessities of a community having the instincts of a self-
governing people, there are numerous conventions, synods, confer-
ences, literary, labour and benevolent associations, and directors'
and shareholders' meetings, which have grown out of the require-
ments of all classes in these busy times.

2. All public bodies governed by parliamentary law. — The
meetings of these several bodies, from the simple primary, ward,
village or town assembly to the complicated session of parliam^'ut,
are all, more or less, governed by the leading principles of the
common law of parliament — those generally recognized rules which
have had their origin in the parent state, the old home of the
common law and of the parliamentary system of Canada ard of
all the English speaking peoples of the world. It is a well under-
stood principle that the people of these dependencies, in adopt-
ing the common law of England, did not adopt it in its entirety,
but only those parts of the system which are suited to a new
colonial condition, very different from the state of society under

(a) I do not use the word " primary " here or elsewhere in the narrow sense
customary in the political organizations of the United Stiitcs, hut I refer to a
"public meeting" in the ordinary or common acceptation of the phrase ; that is to
say, aft assembly or all persons interested in the object for which it is called, and
not a legislative or representative or other body of limited membership, and
subject to certain coustitutionul and other regulations.

''i

HOW PUBLIC BODIES ARE GOVERNED. 6

which the usages of the common law grew up. On the same prin-
ciple, the common law of parliament that governs in this country
is that system of rules and conventions which has been adapted
froDi. the elaborate system of the great prototype of all legislative
assemblies, and established by usage and prescription in this
Dominion to meet existing conditions. As a matter of fact, the
differences of law and procedure are relatively few — the method i)f
putting amendments being one of those differences — but where
they do exist they should necessarily govern all assemblies that
have a permanent code of rules or by-laws for their guidance.

3. Special rules necessary in certain cases. — Every assem-
bly of the character previously described in general terms, will, of
necessity, have its own rules adapted to its peculiar organization
;ind requirements, just as parliament itself has its special orders
I'ovevtiing its hours of meeting, its order of business and such
other matters as are essentiallv of detail. But each and all
should be, and are in fact, governed by those old rules which
regulate debate, the making and putting of motions, the introduc-
tion and passage oi bills, the procedure of committees of the whole
and of select »3omaiittees, and, in short, such other proceedings of
parliament as are well calculated to ensure calm deliberation, full
(lisciissioa and sound legislation.

The proceedings of deliberative, legislative and other public
bodies — that is to say, of those bodies which have a complicated
and elaborate procedure compared with the simple regulations of
primary assemblies and meetmgs — are governed by statutory
enactments as well as by ordinary rules of parliamentary usage.
The parliament and the legislatures of Canada, municipal councils,
public companies, religious conferences, courts and synods, and
the more important societies of the country at large, are all^ in
certain essential particulars, governed by the rules of their respec-
tive constitutions or charters of existence. These statutory
enactments cannot be changed at the mere will of the body they
govern, but only by the superior legislative authority that enacted
them. But to all bodies, generally speaking, there are given either
in express terms, or by necessary implication, the right to make

GENERAL OBSERVATIONS.

such rules, regulations and by-laws as are essential to their use-
fulness and very existence as legislative, deliberative, or business
bodies.

4. How regulations can be changed.— All such rules, regu-
lations and by-laws are left necessarily to be modified, amended
or changed by these bodies themselves. As long as they remain
in force, and are not in direct conflict with statutory enactment or
in excess of the powers given by law, they must regulate the pro-
ceedings of the bodies that have passed tliem. They cannot be
changed or altered except in accordance with the methods laid
down in the regulations or the law, and any violation of them may
be prevented by any member asking the intervention of the chair
under the rules.

5. Suspension of rules not to be encouraged. — At times, it
may be necessary and convenient to suspend rules by unanimous
consent, but this should rarely be permitted even in the society of
the most humble object, and never, except in cases of urgency or
routine business, in municipal or other bodies, regulated by law
and immediately dealing with the rights and interests of indivi-
duals. Every assembly having legislative and large responsibili-
ties, should have a rule prohibiting a change of any fundamental
rule, or by-law, except after exact notice of the proposed amend-
ment. In the case of bodies having a corporate existence and
dealing with the pecuniary and other important interests of
individuals, no important amendment should be made except
after such special notice, and with the consent of a certain
majority —generally two-thirds — of all the members of the com-
pany or body (6). In addition, the rules or by-laws of all municipal
councils, conferences, synods and other important associations,
should have a rule referring in all cases, not provided for expressly
in those rules and by-laws, to the common law of parliament ; that
is to say, to the rules and practice of the house of commons of
Canada (c).

(//) Bee rules of certain councils, etc., Fifth Partol this work, II. sec. 11.
(c) Ibid, II. sec. 12.

MEANING OF SESSION, SITTING AND MEETING.

6. Meaning of session, sitting and meeting.— The businear,
of every legislative and deliberative assembly, of every ecclesiasti-
cal aosembly and synod, of every municipal council, of every
association and of every body of men that meet for a certain
object, is transacted at a " meeting," " sitting," or " session."
An ordinary " meeting " means the interval of time between the
assembling or convening of a body until the close of its proceed-
ings by an adjournment. A " session," in a strict sense, means
the duration of the several meetings of a legislative, ecclesiastical
or other deliberative body which assembles at a fixed time, meets
and adjourns from day to day, and finally after a week, month or
longer period comes to a close by prorogation, or by such other
usage as terminates the session. The meetings of an ecclesiastical
body which sits for several days make up one session. In the case
of bodies like municipal councils, companies' and directors' meet-
ings, school boards and societies, which meet once, weekly, fort-
nightly, monthly, annually, or at other fixed and short periocTs,
and transact their business at that particular time, the word
*• meeting " is practically synonymous vrith " session." If
such a short meeting is adjourned until another day to conclude
the matters for which it originally met, it is the same meeting, but
not a session in the large sense. A " sitting " {d) is the word
sometimes applied to the daily meeting of a session of parliament,
or of any other important body.

7. The presiding ofificer. — Every body of men, assembled
for the purpose of discussion, deliberation and the promotion of a
certain object, must be, from the very nature of things, presided
over by a particular person, who is called a chairman. It is his
duty to maintain order, read motions to the meeting, so that they
may be formally debated, decide questions of order and procedure,
submit motions or resolutions to the final decision of the meeting
or assembly by their voices, show of hands, or poll — or, as in
parliament and other bodies, by a formal recording of yeas and
nays — and finally adjourn the meeting when the business is con-

(d) Often called " sederunt " by a not very accurate application of a latin
term.

3 GENERAL OBSERVATIONS.

eluded. This chairman is called by various titles according to the
usage, rule or law that governs particular assemblies and bodies.
The time-honoured name of speaker, which has come down to us
from the ancient parliaments of England, is still used with rigid
formality in all legislative bodies. President is generally the name
of the presiding officer of synods, societies and companies' meet-
ings, appointed or elected for a fixed interval. Prolocutor is the
old English title of the president of the lower house of a church of
England general or provincial synod in Canada (e). Moderator
distinguishes the presiding officer of the Presbyterian courts.
Warden, mayor and reeve, are the titles derived from old English
local institutions, for the presiding officers of municipal councils.
The Masons, Odd Fellows and other fraternities have designations
peculiar to themselves. In addressing these several officers, it is
usual to call them by their special title, Mr. Speaker, or Mr.
Moderator, or Mr. President, or Mr. Mayor, though each is simply
a chairman in the general sense of the common law that governs
all assemblies. Frequently, provision is made ^or a deputy-
speaker, or vice-president, or other officer, to supply the place oi
a presiding officer during his temporary absence.

8. How presiding ofificers are chosen. — Either law, rule or
custom regulates the selection of a presiding cfficer of an assem-
bly, council or other body. The speaker oi the Canadian and
English houses is elected on motion duly made by a mover and
seconder, with the clerk acting as temporary chairman. If two or
more candidates are proposed, the sense of the house is given on
the name of each candidate, in the same order in which it is pro-
posed : that is to say, the first name is voted upon, and if rejected,
the second name, and so forth. It is not usual for a candidate to
vote for himself. In the case of all public bodies in this country,
it would be well to adopt the same practice and in this way ensure
uniformity from a primary up to a parliamentary assembly (/).

(e) See Fourth Part.

(/)'See below, p. 27, for parliamentary rule respecting the election of speaker.

SPECIAL STATUTORY PROVISIONS.

9. Special statutory provisions in certain cases provide for
chairman and other officers.— An ordinary public or primary
meeting electa its chairman on a motion duly made, seconded,
submitted and agreed to by the meeting. In the case of assem-
blies governed by statute, rules and by-laws — like legislative,
ecclesiastical and municipal bodies, special provision is made for
the election or appointment of all the officers. The speakers of
the house of commons and of legislative assemblies generally in
Canada are elected by those bodies as provided by law. Wardens,
mayors and reeves are chosen by the people of the municipalities
or by the councils. The secretaries, clerks, i:reasurers, aud tors
and such other officers as are necessary to the transaction of the
business of municipal councils, shareholders' and directors' meet-
ings, and ecclesiastical bodies, are generally appointed by the
bodies themselves in accordance with the constitution and regu-
lations.

10. Quorum. — When any meeting or public body is regularly
convened, and a chairman is elected in accordance with law or
usage to preside over its debates and deliberations, the business
before it can be regularly proceeded with. Every legislative and
deliberative assembly with a certain number of members, has its
quorum fixed by statute or by its own regulations. If there is no
such provision in the constitution or regulations, then the common
law requires a majority of all the members to give regularity to the
proceedings of any meeting of that assembly. In case of a com-
mittee of the whole, the same rule prevails. A quorum is gener-
ally fixed by the appointing body for those smaller committees
called " select " or " special." If no such quorum is fixed, then a
majority of the committee must be present before any business can
be transacted. As a rule it is important to have a fixed quorum
for an assembly and its committees (g).

11. Order of business.— In every legislative or deliberative
assembly of a permanent character, the rules generally provide for

(5) See below, p. 29, for parliamentary rule respecting quorum.

OKXEHAL f)l?S[:ilVATI()NS.

n regular order of business (/<), which will be prepared for each
meeting by the secretary or clerk, or scribe, or whatevei may be the
name of the recording ollicer, and should be called, item by item,
by the chairman or clerk. It is absolutely essential to a proper
discharge of the functions of every body that such an order should
be regularly prepared and adhered to. In the case of an ordinary
or primary or mass meeting, it should also be the duty of those
responsible for its assembling and interested in its deliberations
and debates, to arrange at the outset among themselves an order
of proceeding, and not leave it to haphazard, and the confusion
that would then probably ensue. All these matters, however, will
be explained in their proper place, when we come to consider the
proceedings of particular meetings.

12. Notices of motions and proceedings.— If this order of
the day is to be effective and to carry out its main object of enabling
each member of a permanent assembly or organized society to
discuss every question that comes before it with some knowledge,
it is necessary that the rules should provide as far as possible for a
notice of every substantive motion or proceeding, in accordance with
a fundamental principle of parliamentary procedure — questions of
privilege and order, demanding the immediate interposition of the
house, being the only exceptions. Such notices are especially
important in the case of proposed changes in the constitution or
by-laws of an incorporated body ; and it is well always to provide
for such adequate notice as will inform all the members of the body
of the precise terms of the amendment, and at the same time
prevent it being made except by a vote of two-thirds of all the
members (i) of the corporation, council, or assembly. The rules
on these points should be very carefully framed. Notices are not,
of course, as a rule necessary in the case of amendments relevant
to a motion, though it is well to remember that questions may at
times arise, especially in shareholders' and directors' meetings, how

{h) See heloiv, p. 20, for pai-liamentary rule respecting order of procedure; also
for that of city councils, Fij'ui I'urt, II. sec. 13.

(i) See Fifth Part, 11. sec. 1 ' , for rules of certain councils respecting notice.

MINUTKS OF 1'U()CKEI)1N'(;S.

far amendments are allowal)Ic in the case of motions of which
special notice liue heen ^ivcn (j).

13. Minutes of proceedings.— Evory aHscmhly and aHsoeiation
has necesHariiy its niinutes, or authorized record of its resolutions
iiud proceediuf^a generally, prepared by the clerk or secretary. In
parliament the daily journal or record is signed by the speaker,
Init it is not now formally read and approved by the house, as it is
icgularly printed, and open to correction on motion duly made, or
by an erratum in case of clerical error at the end of the proceedings
of a subsequent day. In other bodies however, it is usual to read
and approve the minutes at a later meeting of the same assembly
or council, and to have it signed by the chairman — hii? signature,
however, being only necessary for courts of law. These minutes
uiiiy then be corrected, but it is not regular to raise a discus-
sion on the policy or merits of a question when attention is called to
au error in the entry. All remarks must be simply in reference to
the particular error. The record of all business meetings should
1)0, as in parliament, succinct and accurate minutes of the actual
motions, resolutions, and results of the deliberations, and not a
report of men's speeches (k). In the case of companies' meetings,
a president's address, relating to the operations of the company, is
generally considered as much a part of the business as a niiuinger's
statement or a committee's report. All such points will be
explained in the proper place in this work (l).

14. Proposal of motions. — Every question submitted to a
meeting must come before it in the form of a motion which is
moved by one member of the assembly, and seconded by another.
Then it is read by the chairman, so that the meeting is actually
seized of the proposition. It is then debatable, and may be nega-
tived, or accepted, or amended. Until it is proposed from the

(j) See TItird Part, sec. 4, for the strict interpretation tliat ^s given to a rule
respecting special notices in the case of directors', shareholderH', and other moetinga
f^overned by statutory regulations.

(A) See Third Part, sec, 7, for mode of keeping minutes accurately.

(I) See Third Part.

GEXLUAL OUSEUVATION'S.

chair it cannot be lormally entered in the minutes by the recording
officer. Each motion should be in writing, except it be a purely
formal and well understood motion of routine, or one for the
adjournment of the debate or of the meeting (m). When a motion
in its original or amended form is adopted it becomes a resolution,
that is to say, the decision or determination of the meeting on the
particular subject under consideration. That every amendment
must be relevant to the subject-matter of a motion is a funda-
mental principle (n).

15. How motions and amendments thereto are "put."— In
all Canadian legislative and deliberative assemblies, public bodies
and meetings, motions and all amendments thereto are put by the
chair in the reverse of the order in which they are made and not in
the more logical but less convenient form peculiar to the English
houses (o). That is to say, if, in Cauada*, a motion is first pro-
posed, then an amendment, and next an amendment to the
amendment — the full limit of such a proceeding — the sense of the
meeting is taken, first on the amendment to the amendment, then
on the amendment, and finally on the main motion, rhia uaage
is intelligible to every one, and is now the common law of all
assemblies in this country (p). It is only in the case of the elec-
tion of speaker that the reverse of this practice obtains (q).

16. How sense of an assembly is taken on a question.—

The common law of parliament also provides certaiii methods of
coming to a conclusion on any question submitted in the way
just stated. When the chair is of the opinion that the meeting is
ready to close the debate, he will first submit the question to the
voice of the meeting (r), and give his opinion whether the "yeas ' or

(m) See below, p. 30.

(n) See below, p. 33, for parliameutaiy rule respecting} motions.

(0) See Sir Reginald Pal^rave'a remarks on tMs point, cited in Bourinofs
"Parliamentary Procedure,' 2d ed. p. 387, n.

{p) See below, p. 34, for parliamentary rule as to the putting of questions and
amendments thereto.

((/) See above, p. 8 ; and below, p. 27.
(r) For taking "voices," sec belmc, p. 41.

DEBATE OF A MOTION Olt Ql'ESTloX.

" nays " prevail. If he cannot decide by the voices, iben the lules of
parliament require that live members rise, and the nanien of the yeas
and nays be duly recorded in accordance with the mothod in vogue.
In ordinary public meetings a show of hands (») is only necessary as
a rule, and a poll, or a recording of the names (0, is peculiar to more
formal assemblies governed by strict rules. Municipal councils,
generally speaking, follow the practice of legislative bodies. Tn
some assemblies and sociftties, a ballot is required (u) by the rules.
All of which will be explained in the proper place.

17. Debate of a motion or question. — Every member of an
assembly has a right to discuss every question in accordance with
the rules and usages of the body. The common law of parliament
gives no limit to the length of a speech, but it is expedient in public
bodies, whose meetings are held only at fixed periods, and the
transaction of business should be expedited, to fix the duration of
si)eeches on questions (v). It is a well understood rule that a reply
sliould be allowed only to the mover of a substantive question —
that is to say, a main question, to which amendments can be pro-
posed — and not to the mover of an amendment, though if a new
(question is proposed — the adjournment of the debate, or a new
amendment — then the member who has not spoken to those ques-
tions can speak again (iv). The old common law of parliament
still exists in Canada and the closure in the form now adopted in
England has not yet reached the house of commons of the
Dominion.

18. The previous question. — In the parliament and legisla-
tive assemblies of Canada the previous question, as it long existed
in the English commons — an ingenious method of avoiding
a direct vote on a question — is still in force. No form of
proceeding is less understood in public assemblies generally than

(g) For a " show of hands," see belotc, p. 70.
(t) For " yeas and nays," see below, p. 76.
(u) For " ballot," see below, p. 77.

(f) See Fifth Part, II, sec. 6; Toronto liule 20, etc., for limitation of speeches
in certain municipal councils.

(ic) See below, p. 38, for parliamentary rule on this subject.

GENERAL OBSERVATIONS.

this method of bringing a meeting to a direct vote on a particular
question {x). If a question is before a meeting, a member may
prevent any amendment by proposing that the " question be now
put." The chairman will propose the motion like any other, but
this does not mean that the meeting is precluded from continuing
the discussion on the main motion, unless there is a special rule
limiting the practice of parliament. On the contrary, the debate
goes on Ls before under our general parliamentary law, and it is
only when the meeting proceeds to give a final decision that the
effect of the previous question is at once felt. If the meeting
decide by a majority vote that " the question be now put," then a
vote must be immediately taken without amendment or debate on
the original question ; or, if the meeting negative the motion
that " the question be now put," then no vote can be taken at all
on the original motion, since the house has decided that the ques-
tion shall not now be put — in other words, it is practically effaced
for the time being (y). This suspending or removal from debate
of the main motion in case an assembly negative the previous ques-
tion is rarely understood in public bodies and municipal councils,
some of which, like that of Toronto (z). entirely change the parlia-
mentary rule and allow debate and amendment on the main motion
if the majority reject the previous question, " Shall the main motion
be now put ? " Such debate and amendment are clearly irrecon-
cilable with the decision of the majority and the origin and purpose
of the previous question. As the object generally of moving the
previous question is to prevent a decision on the main motion or
question, the mover and seconder may vote against thai;, own
motion for the previous question in order to swell the vote against
the original and objectionable motion. The ancient form of the
previous question, " That the question be not put," is preferable
and would prevent such an anomaly as just stated ; and in fact, it

{x) Stio below, p 36, for parliamentary form of the previous question.

((/) See Bourinot, p. 398 ; May's Practice (8th 283; Cushing's Practice,

(large'ecl.), p. 551 ; Robertt' Rules of Order

(a) See Fifth Part, II. sec. 10, iiulo 37.

THE PREVIOUS QUESTION.

is now the form in the English commons. The previous question,
however, cannot be moved in a committee of the whole (a).

But the all important point to be impressed on those who use
the previoas question as practised in parliament, without being
thoroughly conversant with its nature, is that, while it prevertts
any amendment on the main motion — that is to say, if an amend-
ment has been already proposed, the previous question cannot
be moved except that amendment be first withdrawn — it does not
stop discussion on the main subject under consideration until the
meeting comes to a vote.

The misapprehension that generally exists, as to the proper
use, and the necessary consequence of the previous question,
has arisen from confusing the rules of legislative assemblies of
the United States with the common parliamentary law of Canada,
alone applicable to this particular matter. In the United States
the previous question takes precedence of every debatable ques-
tion, is not debatable, and cannot be amended. When a member
calls for the previous question, the chair must immediately put
the question, *' Shall the main question be now put ? " If this
is carried by a two-thirds vote, all debate instantly ceases, and a
vote is forced at once on the question under discussion. If the
previous question is negatived, then the main question is again
debatable. The previous question in United States assemblies can
also be asked and ordered upon a single motion, a series of motion.^
allowable under the rules, or an amendment or amendments. In
case of an amendment the form of the question may be, " Shall
the amendment be now put ? " If adopted, debate is closed on the
amendment only. After the amendment has been voted upon, the
main question is again open to debate and amendments. So in
the same way it can be moved on an amendment to an amend-
ment. In fact, all questions are put to vote in order and with-
out debate. It will therefore be seen that the previous question
among our neighbours is moved under conditions very different
from those in practice among us.

(a) See below, p. 87.

GENERAL 015SE11VATI0NS.

In all those cases, the moving of the previous question is under
special rules and cannot be otherwise applied in Canada, where
the common parliamentary law, as explained in the first two para-
graphs, can alone govern. If there is to be no debate when the
previous question is proposed, the rule must so specifically state (6).
In the absence of this or other definite rule of closure^ the law of
ixirliament in this country must iirevail.

19. Object of all rules— due deliberation.— The primary
object of all parliamentary rules is to ensure due deliberation and
the orderly discussion of every question. Hence, notice is neces-
sary of all substantive motions, but not of amendments or of
motions for adjournment or for the previous question or other
subsidiary or dilatory motions. All measures involving the
expenditare of public money cannot be hastily adopted, but
should be initiated in committee of the whole and pass through
their necessary stages on different days (c). No two stages of any
bill should be taken at the same sitting except on urgent occasions,
of which the house or assembly must be the sole judge ; and every
bill should be considered in committee of the whole where each
clause can be separately discussed with that freedom which is best
calculated to ensure accuracy in the details of the measure {d).

20. Relevancy of debate. — To prevent a waste of time and
ensure a decision as soon as possible on a question at issue, it is
the duty of the chair to maintain the relevancy of debate, and
keep members to the subject under discussion. All acrimoni-
ous personal attacks and the attribution of unworthy motives are

(6) It win be seen hereafter tliat in the majority of cases the rules of municipal
councils and other assemblies make the previous question undebatable.

For cases of parliamentary rule, i.e., the previous question debatable: see
Fifth Fart, II. sec. 16.

For cases where the previous question is not debatable, and the closure
ia practically in force, see Ibid.

I give also in the Fifth Part, III. sec. 9, a form that might be advantageously used
according as it is wished to have the previous question debatable or undebatable.

((!) See below, p. 63, for parliamentary rules on bills.

QUESTION OXCE DECIDED NOT RENEWABLE.

under
where
para-
BU the
te (h).
law of

fimary
3n and
neces-
, or of
■ other
ig the
id, but
hrough
of any
jasions,
d every
:e each
is best

ne and
ae, it is

;e, and
Irimoni-

ves are

lunicipiil

Me : see

closure

uslyused
)atable.

^nd ooni-

jiromptly repressed. No one can interrupt a speaker except with
his own consent or b}' rising to a question of order which must be
succinctly stated, and decided by the chair with promptitude,
Every rule or usage that governs debate mean due deliberation,
courteous speech and relevancy of argument (e).

21. Question once decided not renewable as a i ale in same
session. — A question once decided cannot be brought up in the same
session, but the rules provide for the rescinding of a resolution
passed in the affirmative, after due notice of a motion to that effect, to
be taken up and considered at a subsequent meeting. A question
once decided in the negative cannot be brought up in the same
terms, though there are instances in parliamentary history of an
evasion of the rule by such an alteration of the original motion as
to give a sort of justification of a procedure most questionable how-
ever in principle (/). These few exceptions, however, only prove
the rule. In the case of bills, every stage is open to an amendment,
whether accepted or negatived in a previous stage, as the great
object of parliament is to give every possible facility for the discus-
sion and consideration of bills which may bc3ome the law of the
land.

22. Reconsideration. — The " reconsideration " of a question
already decided, is, however, provided for in the rules of legislative
and other assemblies in the United States, and in not a few public
bodies in Canada. Consequently the rule admits not only of rescind-
ing, as with us, a motion passed in the affirmative, but also of recon-
sidering a vote passed in the negative. The practice that generally
prevails is to make a motion to reconsider on the same day, when
the question was decided, or upon the following day, or at the
succeeding meeting, but not necessarily to act upon the motion to
reconsider on the same day. In fact, notice is practically given for
reconsideration at another meeting. It is well to adhere as far as
possible in this country to the usages of parliament; but, as it
must be admitted there may at times be a necessity to reconsider a

(e) See below, p. 37, for parliamentary rules respectinf; debate.

(/) See beloio, p. 32, for parliamentary rale respecting the renewal of a ques-
tion in same session.
B.M.P.— 2

GENERAL OBSERVATIONS.

hasty action' of public bodies, whose meetings or sessions are
relatively short and not always able to give that ample discussion
usual to legislative assemblies, the rules should provide a power to
that ejOfect, but the conditions and circumstances under which the
reconsideration should take place must be carefully indicated in
the regulations. Hence the rules of municipal councils and other
bodies, with limited sessions, generally provide that, after any
question has been decided, " any member may at the same, or at
the first meeting held thereafter, move for a reconsideration thereof;
but no discussion of the main question shall be allowed unless
reconsidered, and there shall be.no reconsideration unless notice
of such consideration be given at the meeting at which the main
motion is carried ; and aftc such motion is given no action shall
be taken by the council on the main motion until such reconsider-
ation is disposed of." It is also wisely provided in some rules that
a motion for reconsideration shall not be allowed unless a majority
at least, or even two-thirds, of the meeting agree to such reconsider-
ation ; and again, that " no question shall be reconsidered more
than once nor shall a vote to reconsider be reconsidered." An
American authority (Roberts) suggests very properly that " where
a permanent society has meetings weekly or monthly, and usually
only a small proportion of the society is present, it seems best to
allow a reconsideration to hold over to another meeting so that the
society may have notice of what action is about to be taken." Ij
an assembly has no special rule, then, as Gushing states very
properly in his manual, " a motion to reconsider must he considered
in the same light as any other motion, and as subject to no other rules"
That is the reason why 1 urge a clear rule on the subject in every
society or assembly (^f).

(g) See special rules of Hamilton, London, Ottawa, and other city councils for
reconsideration, Fifth Part, II. sec. 24. Dr. Neely, Parliamentary Practice, p. 68
says, thau the motion "must be made, excepting when the vote is by ballot, by a
member who voted with the prevailing side ; which may be a minority of more
than one-third on a question requiring a two-thirds vote, or where there is a tie
vote, by the negative."

The following citations from American authorities on other points will be
useful to those Canadian bodies which adopt the American practice in its entirety.

COM.MITTEES OF THE WHOLE.

23. Committees of the whole and select committees.—

Every legislative or deliberative assembly has the right to form
itself in committee of the whole body with a chairman t( oreside
over its proceedings instead of the speaker, or permanent presiding
officer, and to appoint small select committees of a fixed number
of members to give particular consideration to certain matters to
the details of which the whole assembly cannot so conveniently
attend. The great advantage of committees of the whole is the
free discussion of details, without members being confined to one
speech on a question. It is important, however, that in these
committees the rule of relevancy should be maintained and the

" When the previous question has been partly executed, it cannot be reconsid-
ered. The motion to reconsider can be applied to votes on all questions, excepting
on motions to adjourn and to suspend the rules, and affirmative votes on motions to
lie on the table or to take from the table.

"When the motion is applied to a vote on a subsidiary motion [for subsidiary
motions, see below, p. 25n.], it takes precedence of the rnain question.

" It yields to incidental motions and sAi privileged questions, [see for such ques-
tions note belf^'io, p. 25n.] , except for the orders of the day. A vote on an amendment,
whether carried or lost, which has been followed by a vote on the motion to which
the amendment was proposed, cannot be reconsidered until after the vote on the
original motion has been reconsidered.

" When the motion to reconsider properly applies to a vote, it cannot be made
during the day on which said vote was taken, when any other business is before
the house, even when another member has the floor, or the meeting is voting on
the motion to adjourn, but action on the motion cannot be taken to interfere
with current business, but must be deferred until the business then before the
house is ditsposed of.

" In such a case the motion is made and seconded and entered upon the min-
utes, then the business before the house proceeds, and the motion to reconsider is
held over to be called up at any time before the close of the session. As soon as
the subject interrupted has been disposed of the reconsideration, if called up, takes
precedence of all other motions, except to adjourn and to fix the time to which to
adjourn." — Neely.

"The effect of making this motion is to suspend all action that the original
motion would have acquired until the reconsideration has been acted upon ; but, if
it is not called up, its effect terminates with the session, provided that, in an
assembly having regular meetings as often as monthly, if there is not held upon
another day an adjourned meeting of the one at which the reconsideration was
moved, its effect shall not terminate till the close of the next succeeding session.
But the reconsideration of an incidental or subsidinry motion (except where the vote

GENERAL OBSERVAT'ONS.

members kept as strictly as possible to the subject of each particu-
lar jlause of the bill, or item of a resolution that is before it. In
bodies like municipal councils, ecclesiastical bodies and associa-
tions generally, where time is of special value, it is frequently of
advantage to have a rule limiting each member to remarks of
five or ten minutes on each question as it presents itself. When
every line of a clause or resolution is a question, it is evident that
sufficient latitude would be given to every member to express his
views in case of a limitation of speaking (h).

24. Importance of standing and special committees.—

Standing and special committees in legislative and deliberative
bodies— especially in municipal councils — have very useful and
important functions to perform. The report of every committee
must be signed by the chairman, and be the report of the majority
— minority reports as such being unknown in parliament (i).

to be reconsidered had the effect to remove the whole subject from before the
assembly) shall be immediately acted upon, ad, otherwise, it would prevent action
on the main question." — Koberts.

" The motion to reconsider cannot be amended, and it is debatable or not, just
as the question proposed to be reconsidered is debatable or undebatable. If
debatable, then it opens up for debate the entire subject which it is proposed to
consider. If the previous question is ordered while this motion is pending, it affects
only the motion to reconsider. The motion to reconsider can be laid on the table,
and, in such instances, the last motion cannot be reconsidered. If laid on the
table, the reconsideration can, like any other motion, be taken from the table, but
possess no privilege.

" When the motion to reconsider \^ laid on the table, it does not carry with it
the pending measure. If this motion vails then the question which the meeting
has decided to reconsider is in the exa yosition it held just before the vote was
taken, and, if debatable, it can be discubsed as though no vote had been taken.
Hence, if, in the former discussion, a member exhausted his privilege of debate, he
cannot discuss it further without permission, but he may manage to present his
views during the consideration of the motion to reconsider." — Neely.

" A reconsideration of a vote in committee shall be allowed regardless of the
time elapsed, only when every member who voted with the majority is present
when the reconsideration is moved." — Roberts (p. 70), who adds in a note : " No
improper advantage can be taken of the privilege, as long as every member who
voted with the majority must be present when the reconsideration is moved."

(h) See below, p. 44, tor parliamentary rules regulating oommittees of the whole,
(i) See below, p. 48, for parliamentary rales regulating geleot oommittees.

REPORTS OF COMMITTEES.

Neither a committee of the whole nor a select committee baa
any other authority except what is given it in its power of refer-
ence by the body that constitutes or appoints it ; and all its acts
must be duly ratified or sanctioned by an assembly before they can
legally bind the same.

25. Reports of committees. — The reports of committees of
the whole, and of standing and special committees, are made to the
assembly by the chairman, or in his absence by a member of the
committee ; and motions for its reception, consideration, and
adoption should be proposed in regular form. On bringing up a
report, the chairman of the committee— or the clerk of the assem-
bly as a rule — should read it at length unless the document is
printed — like a manager's or director's report — and in the hands
of every member, when the reading can be dispensed with if the
meeting so order. After the reading, a motion should be made
" That the report of {subject] be considered immediately," or at
some future time. Ordinary reports can be taken up on the same
day they are made, but those involving important points of policy
Of constitutional changes, or matters of expenditure or taxation
ought to be considered at a subsequent meeting as a rule. When it
is under consideration, a motion can be made for its adoption as a
whole ; or it can be taken up resolution by resolution, or para-
graph by paragraph, if it should contain separate recommendations
or proposiikions, on each of which the sense of the meeting can be
most conveniently and regularly taken (j).

26. Dilatory motions for adjournment, etc.— The motions
for adjournment of the house, adjournment of the debate — two
motions as a rule, always in order on a question — and the
previous question, are well kr.own methods by which decisions
on a question are delayed or superseded for the time being.
In committees of the whole, motions, " That the chairman
do rise and report progress," or " That the chairman dc
leave the chair," are also dilatory and superseding motions,
and are equivalent to the motions for the adjournment of the
debate and of the house. The motions for the adjournment of the

(;■) See below, p. 50, for parliamentary rules respecting reportp from tommittcea

t)0

GENEJIAL OBSERVATIONS.

liouse and for the chairman to leave the chair, supersede the ques-
tion entirely, though it can be renewed again on a subsequent day.
If the chairman leaves the chair no report is made, and there is
no question before the house. While these several motions are,
generally speaking, " always in order," they are also subject to
certain restrictions which are explained in a later place (k).

To lay on the table.

In addition to these well known rules of parliamentary pro-
cedure, many municipal councils, companies and associations have
adopted from the procedure of the United States, motions " to
postpone " a question, or " to lay it upon the table " or to " commit
it," which are also of a dilatory nature {I).

According to American authorities, as I am for the moment leav-
ing the domain of Canadian parliamentary law, a member who
wishes to carry a question to the table, that is to say, prevent its
consideration until a majority vote to resume it, will move, " That
the question be laid on the table." This motion cannot be debated,
or reconsidered when it is aciopted in the affirmative, or interrupted
by any amendment or subsidiary motion. If the motion " to lay

(k) See beloio, p. 46, for parliamenta«ry rule respecting such dilatory motions
in committee of the whole ; for adjournment of the house, below, p. 33, for adjourn-
ment of the debate, below, p. 33.

(/) The American (U. S.) books (see Eoberts, p. 28) place the following among
"subsidiary" or "secondary" motions, because they can be "applied to other
motions for the purpose of most appropriately disposing of them." They take
precedence of a principal question, and must be decided before the principal question
can be acted upon. They yield to " privileged " and " incidental " questions (for
meaning of such questions see below, p. 25»,) and are arranged in the following order
of precedence ; —

1. Lie on the table.

2. The previous question.

3. Postpone to a certain day.

4. Commit.
6, Amend.

6. Postpone indefinitely.

Roberts adds that " any of these motions (except to amend), can be made
when one of a lower order is pending, but none can supersede one of a higher
order." For meaning and operation of " precedence " of one of these motions over
another, see Fourth Part, II., Methodist Conference, Rule 10.

DILATORY MOTIONS FOR ADJOURNMENT, FfC.

on the table " is decided in the negative, the business proceeds as
if no motion had been made. If decided in the affirmative, the
effect, in general, is to remove from before the assembly the prin-
cipal motion and all other motions, subsidiary or incidental, that are
connected with it (m). When it is desired to take up a question
thus tabled, a member will move that the assembly do now
))ioceed to consider the question laid on the table (its nature and
time of tabling should be specified) and this motion, which is
uudebatable, and not open to amendments or subsidiary motions,
must be submitted to the decision of the assembly, a ma,jority of
whom alone can order the consideration asked for.

To jmstpone to a specified time.

To postpone to a certain time, or to postpone indefinitely, are
two other forms of proceeding which are practically equivalent to
the ordinary motions for the adjournment of a debate, or the
adjournment of the house, or for laying on the table. According
to American authorities, if the motion to postpone for a specified
time is decided affirmatively, the subject to which it is applied
is removed from before the body with all its appendages and
incidents. The motion can be amended as respects the time, is
open to the previous question and is debatable not as respects the
merits of the subject of the original question, but only as respects
the advisability of the proposed postponement. If the motion is
carried, the matter cannot be taken up before that specified time
except by a two-thirds vote ; but when it is reached, it is a question
having the priority over all questions except those that are
privileged. Questions postponed to different times, but not then

(m) Dr. Neely (pp. 44, 45) add3 : " There are a few exceptions, thus : as a
question of privilege does not adhere to the subject it interrupts, it does not carry
with it to the table the question pending when it was raised ; an appeal laid on the
table does not carry with it the original subject ; a motion to reconsider, when laid
on the table, leaves the original question where it was before the reconsideration
was made ; an amendment to the minutes, being laid on the table, does not carry
the minutes with it. It is in order to lay upon the table the questions still before
the body, even after the previous question has been ordered and up to the moment
of taking the last vote undc^r it." See r.lso Roberts, ss. It), 57b, 59c ; Spofford'a
Parliamentary Rules, p, 137.

GENERAL OBSERVATIONS.

taken up shall, when considered, be taken up in the order of the
times to which they were postponed (n).

To postpone indefinitely.

To postpone indefinitely has the object and effect of supersed-
ing or suppressing a question altogether, without coming to a
direct vote. The motion cannot be amended, but it opens to
debate the entire question it proposes to postpone. If the previous
question is ordered when this motion is pending, the previous
question is applicable only to the same (o).

These two motions of postponement are chiefly useful in
legislative and deliberative assemblies that have a session for a
considerable time. In such assomblies the motions cannot extend
beyond the present session — one session cannot bind the next. In
the cases of municipal councils, or societies, or of companies'
meetings, that have limited sittings on one day, a motion to postpone
indefinitely cannot have any effect, and the only one of practical
value is to postpone for the particular meeting, or until the next
assembling or session — here synonymous terms, as before ex-
plained ip). The question thus postponed comes up with the
unfinished business of the previous meeting, and consequently
should take precedence of new business. If the meeting at which
the motion " to postpone " simply is carried, should be only
adjourned, the question could not be taken up at the adjourned
meeting, since it would seem that the meeting would be one and
the same. If it is desired to hold an adjourned meeting to consider
a special subject the time to which the assembly shall adjourn
should be first fixed before making the motion to postpone the
subject to that day (q).

To commit in American practice.

Another subsidiary motion, subject in American assemblies and
societies to special rules, is " to commit " or ** recommit " a subject

(n) See Neely, p. 49 ; Boberts, pp. 53, 156.
(o) See Neely, p. 53 ; Boberts, pp. 59, 160.
(p) See above, p. 7.
(q) See Boberts, p. 54.

DILATORY MOTIONS FOR ADJOURNMENT, ETC.

with the view of considering and amending it more in details than
is possible in the whole body. As I have previously shown (above,
p. 19) a reference to committees is a common and useful parlia-
mentary practice ; but in United States and (a few) Canadian
assemblies the motion is subject to certain conditions like the other
subsidiary motions I have been just dealing with. This motion
takes precedence of the motions to amend or indefinitely postpone,
but yields to such "privileged" questions as to adjourn, call for
orders of the day, fixing the time to which the body shall adjourn,
questions relating to the rights or privileges of the assembly ; also
to such " incidental " (r) questions as appeals or questions of order,
objection to the consideration of a question, reading of papers, sus-
pension of rules, leave to withdraw a motion ; and also to the
motion to lie on the table, or for the previous question, or to post-
pone to a certain day. It can be amended by altering the com-
mittee or giving it instructions. It is debatable and, like a
ijimilar motion in parliament, opens up the merits of the whole
question which it is proposed to refer («).

27. General remarks on the foregoing motions.— All these
motions to reconsider, to lay on the table, to postpone to a speci-
fied time or indefinitely, and also to commit under the conditions
jue+. stated are, as I have already said, not drawn from the practice
of our parliament, and it is consequently obvious that questions of
doubt that may arise in Canadian assemblies that have adopted the
procedure in simple terms cannot be solved by reference to our par-
liamentary law. Under these circumstances, it is customary to

(r) Roberts (pp. 29, 30) explains that in American practice " incidental ques-
tions " are such as arise out of other questions and take consequently precedence
of and are decided before those questions to which they are incident. They yield
to privileged questions and cannot be amended. Excepting an appeal they cannot
be debated. " Privileged questions " are such as, on account of tlieir importance,
take precedence of all other questions whatever, and are consequently nndebatable
except in cases relating to the rights of the assembly or its members. I give in the
text the incidental and privileged questions mentioned by the same American
authority. They all form part of a very complicated procedure which has no status
in Canadian assemblies unless formally adopted.

(s) Roberts, pp. 54, 155.

GENERAL OHSEUVATIONS.

I'-'ii'

refer to United States authorities, but as this reference may not bt
always conclusive on account of the procedure being mixed up with
"incidental," "privileged," "subsidiary" and other motions
peculiar to American practice, it is advisable, when our councils or
other public bodies adopt it, to frame these special rules so as to
make them workable and intelligible under all circumstances (t).

I repeat emphatically : Unless the rules are made clear in ererij
particular and there is a general reference in all cases of doubt to
recognized United States authorities, like Roberts, or Neely, or
Gushing, all such dilatory and subsidiary motions, as I have been
reviewing in the foregoing i)aragrai)hs , can only be subject to the rules
that govern all motions in Canadian parliamentary procedure and to
none other {u).

28. Importance of rules of order. — The writer need only add,
in closing these general observations, that his long experience of
parliamentary and public bodies generally has taught him the
wisdom of adhering as closely as possible to those rules and usages
that illustrate the common sense and business habits of English-
men and their descendants, as well as their desire to give every
opportunity for the discussion of public questions and measures.
Laxity of procedure is antagonistic to the successful prosecution of
buHiness.

So far, I have only attempted to give a short review of those
leading principles that govern, generally speaking, assemblies. In
the following pages the reader will find a summary of those rules and
usages which are common to all legislative assemblies in this country,
and may be properly called the common laio of parliament, to which
reference can be made by those bodies which find their own regula-
tions insufficient to solve the questions of doubt that must con-
stantly arise in practice.

(t) By reference to other parts of thia work (see especially Fifth Part, II.
sec. 15) it will be seen that many assemblies, municipal councils and other bodies
liavo special rales on these dilatory and superseding motions, giving them certain
precedence and making them undeba table in particular cases.

(u) See above, p. 18.

ELECTION OF SPEAKEU.

II. A SUMMARY OF THE RULES AND USAGES
OF PARLIAMENT.

{Aj)plicahle to public bodies generally.)

Election of speaker, p, 27.

14.

Duties of spciiher, p. 28.

15.

Attendance of members, p. 23.

16.

Quorum, p. 29.

17.

Order of business, p. 29.

18.

Motions, p. 30.

19.

Amendments, p. 33.

Sense of house taken on motions and

SO.

amendments thereto, p. 34.

21.

Division of a question, p. 35.

10.

Previous question and otiier dilatory

22.

motions, p. 36.

23.

11.

Rules of debate, p. 37.

24.

12.

Call to order, p. 39,

2b.

13.

Questions of privilege, p. 40,

Breaches of decorum, p. 10,
Words taken down, p. 41.
Divisions, p. 41.
Questions put to members, p. 4i.
Committees of the whole, p. 44.
Dilatory motions in committee of the

whole, p. 46.
Money votes, p. 47.
Stundini) and special committees,

p. 48.
Petitions, p. 52.
Public bills, p. 53.

Conferences between tico houses, p. 56.
Joint committees, p. 57.

References are given throughout to BourinoVs Parliamentary Procedure, 2nd ed.

1. Election op Speaker (a).

A member, addressing himself to the clerk, proposes another
member then present to the house for their speaker, and moves
that such member "do take the chair of this house as speaker."

The motion being seconded, and after debate thereon, if no
other member be proposed, the question is put by the clerk, and
the member thus proposed is elected nemine contradicetite.

If more than one member be proposed as speaker, a motion is
made and seconded regarding each such member, *' that he do
take the chair of this house as speaker," etc.

(a) For election of speaker in full, see Bourinot, pp. 274-277.

RULES AND USAGES OF PARLIAMENT.

' A question is then put by the clerk that the member first pro
posed " do take the chair of this house as speaker," which k
rescived in the affirmative or negative, like other questions.

If the question be resolved in the affirmative, the member is
conducted to the chair ; but, if in the negative, a question is then
put by the clerk, that the member next proposed " do take the
chair of this house as speaker," and, if the question be resolved in
the affirmative, the member is conducted to the chair.

The speaker elect, being conducted to the chair by the members
who proposed aiid seconded the motion for his election, stands on
the upper step of the chair and returns his acknowledgments to the
house for the great honour they have been pleased to confer upon
him.

2. Duties of Speaker (b).

The speaker shall not take part in any debate before the
house.

See beloiu^ p. 42, for speaker's vote in case of an equality of votes.

The speaker shall preserve order and decorum, and shall
decide questions of order, subject to an appeal to the house; in
explaining a point of order or practice, he shall state the rule or
authority applicable to the case.

Whenever the speaker is of opinion that a motion offered to the
house is contrary to the rules and privileges of parliament, he shall
apprise the house thereof immediately, before putting the question
thereon, and quote the rule or authority applicable to the case.

It is the duty of the speaker to interrupt a member who makes
use of any language which is clearly out of order.

3. Attendance of Members (c).

Every member is bound to attend the service of the house,
unless leave of absence is given to him by the house. Leave of
absence may be given by the house to a member, on account of his

(6) For duties of speaker, see Bourinot, pp. 213-'215.
(c) See Bourinot, pp. 190, 191.

QUORUM.

owu illness, or of the illness or death of a near relation, or of
urgent business, or for other cause, stated to and deemed sufficient
by the house. While he has leave of absence, a member is excused
from service in the house or on a committee.

4. Quorum (d).

Whenever the speaker shall adjourn the house for want of a
quorum, the time of the adjournment, and the names of the mem-
bers then present, shall be inserted in the journal.

Whvin the attention of the speaker has been called to the want of a quorum,
(twenty members including the speaker), he proceeds to count the members
present, while the bells are being rung. Members are coumed as they come
in. If there is no quorum, the clerk takes down the names, and records them
jn the journal, with the time when the speaker so adjourned the house.

For procedure in committee of the whole, see last paragraph beloiu.

If the house should be suddenly adjourned in consequence of
the absence of a quorum, a question then under consideration of
the house will disappear from the order paper for the time being.

But a question may be revived after notice, and taken up at the stage
where it was temporarily superseded. Some municipal councils provide for
such cases by a special rule. The same rule applies to the case of a question
superseded by an adjournment : see beloiu, p. 33.

If it be shown by a division or otherwise that there is not a
quorum present in a committee of the whole, the chairman will
count the members and leave the chair, when the speaker will
again count the house. If there is not a quorum present, he will
adjourn the house ; but if there are twenty members in their
places, the committee will be resumed.

5. Order of Business (c).

The clerk of the house shall place on the speaker's table, every
morning, previous to the meeting of the house, the order of the pro-
ceedings for the day.

(d) See Boarinot, pp. 298, 290.
(c) Sec Bourinot, p. 301 ct ,icq.

RULES AND USAGES OF PARLIAMENT.

A motion, even in reference to the business of the house
can be taken out of its appointed order only by " universal
assent " (/).

Such a rule is necessary to prevent members being surprised in their
absence by a change of orders. One member objecting can prevent the change
in parliament.

6. Motions (g).

When a member proposes to bring any matter before either
house with the view of obtaining an expression of opinion thereon,
he must make a motion of which he must give due notice for con-
sideration on some future day, unless it be one of those questions
of privilege, or urgency which, as it will be shown hereafter, may
be immediately considered.

For questions of privilege, see below^ p. 40.

A motion may be made by unanimous consent of the ban ,.,

without previous notice.

Such motions relate to the business of the house or some matter of urgency.
No rule can be suspended except by notice or unanimous consent.

All motions shall be in writing, and seconded, before being
debated or put from the chair.

Such motions of routine business as " That a bill be read a first or second
or third time," etc., or "That the house do adjourn," or " That the debate be
adjourned," are rarely written in parliament, nor is the motion for the previous
question. Every other motion should be written.

A motion that is not seconded may not be proposed from the
chair, or debated, and no entry thereof is made in the " votes."

That is to say, in the short daily record or journal called "votes and pro-
ceedings." The clerk who keeps the minutes at the table only recognizes the
orders of the chair. It is only when the speaker has read or proposed a
motion to the house that the clerk enters it on the journal. He takes no note
of members' speeches.

No motion is regularly before the house until it has been read,
or, in parliamentary language, proposed from the chair, wheii it

(/■) SeeBonrinot, p. 308.

inS See Bourinot, pp. 3GC-375.

MOTIONS.

becomes a question. When the house is in this way formally
seized of a question, it may be debated, amended, superfjeded,
resolved in the affirmative, or passed in the negative, as the house
may decide.

See previous note, as to the duty of the clerk when a question is thus
formally before the house.

The speaker reads the question at length ; " Mr. A. moves, seconded by
Mr. B., That, etc." And having read it, he adds, " Is it the pleasure of the
house to adopt the motion?" The house is now in a position to debate the
subject-matter of the motion or quesiior. thus formally proposed.

All motions should properly commence with the word ** That ".

In this way if a motion meets the approbation of the house, it may

at once become the resolution, vote, or order which it purports to

be.

For instance, " That the house do adjourn," or " That in the opinion of
this house it is desirable to proceed to the order of the day for the considera-
tion of the bill providing for simultaneous voting at elections." A preamble is
objectionable in any motion or proposed resolution or series of resolutions.
Bills only have preambles commencing with " Whereas." When a motion is
agreed to, it becomes a resolution ; until then it is only a proposed resolution.
It is a common practice in America to prefix such preambles to a set of resolu-
tions, but it is at variance with correct parliamentary usage, and can be easily
avoided by a careful framing of the motion.

Motions are frequently proposed and then withdrawn, but this
can be done only " by leave of the house, such leave being granted
without any negative voice."

A single voice can prevent such withdrawal. If there are a motion, and

.'. iiiment, and an amendment thereto, all at once before the house, each

. . be withdrawn in due order. That is to say, the first amendment

>'i- s. .e aain motion cannot be withdrawn if the last amendment is persisted

in.

In case a motion has been withdrawn, it may be agpin proposed
as the house has not previously determined the question, and it is
only in the latter event that the same question may not be revived.
If an amendment has been negatived, a similar amendment cannot
be proposed on a future day.

lULKS AM) rSA»Ji:S OF I'AULIAMKNT.

Any membor may rcqiiiro the quostion iindGi* discuHHion to be
read at any tinio of the dobato, but not bo as to interrupt a mem-
ber while speaking (h).

Such :i iiilr is necessary for llie inlelliKPiU consideration of a (i^iostion nndcr
debate, but the speaker or cliairnian of any asscinl)ly should not allow it to be
oln'iovisly used to ticlay the progress of business and for the purpose of obstruc-
tion. His own judKiiient must be exercised in such cases to expedite business
by a judicious interposition of the influence and autliority of the chair.

By the rules of the house, it is irregular to propose any motion
or amendnit .t which anticipates a matter already appointed for
the consideration of the house (»)•

No question or motion can regularly bo ofTcred, if it is sub-
Htantially the same with the one on which the judgment of the
house' has already been expressed during the current session (>;.

But orders of the house are freciuently discharged and resolu-
tions rescinded. The latter part of the thirteenth rule of the
house of commons provides : "No member may reflect upon any
vote of the house, except for the purpose of moving that such vote
be rescinded." In such a case, the motion will first be made to
Voad the entry in the journals of the resolution, and when that has
been done by the clerk, the next motion will be that the said reso-
lution be rescinded, or another resolutiou expressing a different
opinion may be agreed to {k).

If a motion has been negatived, it cannot be afterwards proposed
in the shape of an amendment.

The only means by which a negative vote can be revoked is by
proposing another question, similar in its general purport to that
which had been rejected, but with sufficient variance to constitute
a new question ; and the house would determine whether it were
substantially the same question or not (I).

(h) See Bourinot, p. 422.
((■) See Bourinot, p. 308.
0"; See Bourinot, op. 401-408.
(k) See Bourinot, p. 401.
(/) See Bourinot, p. 402.

MOTIONS.

'.\:\

[notion
ted for

is 8ub-
of the

rcsolu-
of tlio
pon any
Lich vote
made to
,liat has
id reso-
liiilerent

A motion to adjourn the house is always in order, and if car-
ried HupcrHodofi the queHtion umler consideration (see nhorCf |i 21)).

A motion of this kind, when made to supersede a question,
Hhould bo simply, " That the house do now adjourn," and it is not
allowable to move an adjournment to a future day, or to propose
an amendment to the question of adjournment {m).

A motion for the adjournment of the house may bo made while
ii matter is under discussion, or in the interval of proceedini^s. In
llio first case, such a motion is in the nature of a dilatory or
Hul)Hidiary motion and in the otber it is a substantive motion to
which a reply is permitted to the member who makes it (?i)- If the
motion is negatived it cannot bo renewed until after an inter-
.jieiliate proceeding.

A motion for the adjournment of the debate should h< pure and
simple, like the motion for the adjournment of the house {<>).

7. Amendments (p).

Amendments must be relevant to a motion or question.

If they are on the same subject-matter with the original
motion they are admissible, but not when foreign thereto (7).

Every member has the right of moving an amendment to a
motion without giving notice thereof. This amendment may pro-
pose:

1. To leave out certain words ;

2. To leave out certain words, in order to insert or add others ;

3. To insert or add certain words.

But such an amendment is subject to the condition of the rule with respect
to order of business {above, p. 30) ; for otherwise the house miyht be surprised
into considering a question set down for another and later day.

(m) 8ee Boarinot, pp. 39.5, 396, 413-415.
(n) See Bourinot, pp. 413-416.
(0) See Bourinot, p. 396.

(p) For amendments, see Bourinot, pp. 88.5-894.
(9) See Bonrinot, p. 392.
B.M.P. — 3

RULES AND USAGES OF PARLIAMENT.

When it is proposed to amend a motion, the question is put to
the house in this way: The speaker will first state the original
motion, "Mr. A. moves, seconded by Mr. B., that, etc." Then he
will proceed to give the amendment : " To this Mr. C. moves, in
amendment, seconded by Mr. D., that, etc." The speaker will put
the amendment directly in the first place to the house : " Is it the
pleasure of the house to adopt the amendment ? " If the amend-
ment be negatived, the speaker will again propose the main question,
and a debate may ensue thereon, or another amendment may then be
submitted. On the other hand, if the house adopt the amendment,
then the speaker will again propose the question in these words :
" Is it thj pleasure of the house to adopt the main motion (or ques-
tion) so amended?" It is then competent for a member to
propose another amendment : " That the main motion (or
question), as amended, etc., be further amended, etc."

But such amendments are subject to the limitations set forth in the three
following rules.

An amendment oncd negatived by the house cannot be proposed
a second time.

When the house have agreed that certain words shall stand
part of the question, it is irregular to propose any amendment to
those words, as the decision of the house has already been pro-
nounced in their favour, but this rule would not exclude an
addition to the words, if proposed at the proper time.

In the same manner, when the house have agreed to add or
insert words in a question, their decision may not be disturbed by
any amendment of these words ; but here again other words may
be added.

When an amendment to the main motion has been proposed, it
is competent for any member to move an amendment to the same.

8. Sense of House taken on Motions and Amendments

THERETO (r).

When there are a main motion, an amendment, and an
amendment thereto, the speaker will submit the three motions in

'A
i

(r) See Bourinot, pp. 3B8-392.

DIVISION OF A QUESTION.

the reverse of the order in which they are made, and first take the
sense of the house on the last amendment : ** Is it the pleasure of
the houae to adopt the amendment to the amendment ? " If this
second amendment is rejected, it is regular to move another (pro-
vided, of course, it is different in purport from the one already
negatived) as soon as the speaker has again proposed the question:
" Is it the pleasure of the house to adopt the amendment to the
main motion (or original question) ? "

Only two amendments can be proposed at the same time to a
question. In other words, there can only be three questions at
one time before the house : the main motion, an amendment,
and an amendment thereto. But the motion for the adjournment
of the house or of the debate is always in order under such circum-
stances (see above, p. 33).

When a proposition or question before the house consists of
|.§ several sections, paragraphs, or resolutions, the order of consider-
ing and amending it is to begin at the commencement and to pro-
ceed through it in course by paragraphs ; and when a latter part
has been amended, it is not in order to recur back, and make any
amendment or alteration of a former part.

Sometimes it may be necessary to refer to a previous paragraph incidentally
for the purpose of explaining or illustrating an argument on the second para-
graph ; but a continuance of the former discussion would be out of order.

If an amendment be resolved in the affirmative, it will not be
competent to move that it be struck out, in whole or in part.

Amendments may, however, be proposed to add words to the
main motion, or amendment, as am^^nded.

No addition can be made to a question after the house has
decided that the words proposed to be left out should stand part of
the question.

9. Division of a Question (s).

The ancient rule that when a complicated question is proposed
to the house, the houst may order such question to be divided, is
applied as follows : When two or more separate propositions are

(«) See Bourinot, p. 87L

RULES AND USAOES OV PARLIAMENT.

t'mbodied in a motion, or in an amendment, the spoakor may put
the question on such propositions separately, restricting debate to
each proposition in its turn.

10. PiiEvious Question and Dilatory Motions Geneually (<).

The previous question, until it is decided, shall preclude all
amendment of the main question, and shall bo in the following
words, " That this question be now put." If the previous ques-
tion be resolved in the aflirmative, the original question is to
be put forthwith without any amondment or debate.

This parliamentary rule allows debate to continue on the main motion,
after the previous question has been proposed.

This important and not always understood motion is fully explained else-
where in this work. See

1. General remarks on the subject of the previous question, alnn'c.

p- n-

2. Rules of city and other councils which stop all amendment and debate
when the ])revious question is once proposed, Fifth Part^ II. sec. i6.

No amendment may be proposed to the motion for the previous
question. Neither can it be proposed when there is an amendment
under consideration. If the previous question has actually been
proposed it must be withdrawn before any amendment can be
submitted to the house. If an amendment has been first proposed,
it must be disposed of before a member can move the previous
question.

The motion, " That the house do now adjourn," can bo
made to the motions for the previous question and for read-
ing the orders of the day. But such a motion cannot be made
if the house resolves that the question shall now be put. It is
also perfectly in order to move the adjournment of the debate on
the previous question. When a motion has been made for reading
the orders ( ' the day, in order to supersede a question, the house
will not afterwards entertain a motion for the previous question,
as the former motion was of itself in the nature of a previous
question. It is allowable to move the previous question on the
different stages of bills.

(t) See Bourinot, pp. 394-400.

UULES OF DEIJATE.

Wliileit is not allowable to move the previous question in a committee of the
whole on a bill or resolution, a motion " That the chairman do leave the
chair " (see />clo7v, p. 46), has practically the same efiect as the previous
(lueslion of anticipatinj,' and preventing a decision on a question under con-
sideration. Sec Hourinot, p. 486 ; May, p. 433 (9th edition).

A motion to commit a bill or quustion, until docidod, shall pre-
clude all amendment of the main qtiestion.

That is to say, if it is proposed to commit a bill or (|uestion, it is not rej^uiar
to move before committal to amend that bill or ciucstion ; but it is (|uite in
order to reject the motion to \^o into committee thereon, or to pro[)osc a motion
against the princijilc of such bill or (picstion, which, when carried, would pre-
vent committal. The object of going into committee is to amend the details or
subject-matter of the question there considered.

11. liuLEB OF Dkhate (m).

Every member desiring to speak ia to rise in his place,
uncovered, and address himself to Mr. Speaker.

By the special indulgence of the house a member, disabled by
sickness or infirmity, is permitted to spoak sitting and uncovered.

When two or more members rise to speak, Mr. Speaker calls

upon the member who first rose in his place ; but a motion may

be made that any member who has risen " be now heard," or " do

now speak."

In such a case, the house determines as in tlie case of any other question
submitted to its decision. First, by the voices, and secondly, by a division, if
necessary.

A new member, who has not yet spoken, is generally called
upon, by courtesy, in preference 10 other members rising at the
same time.

A member is not to read his speech, but ncay refresh hia
memory by reference to notes.

No member is to allude to any debate of the same session upon
a question or bill, not being then under discussion, except by the
indulgence of the house for a personal explanation.

Every member who addresses the house should endeavour to
confine himself as closely as possible to the question under cousid-

(u) See Boarinot, c. 11, pp. 404-443.

RULES AND USAGES OF PARLIAMENT.

eration. If the s^>eaker, or the house, believes that his remarks
are not relevant to the question he will be promptly called to order
by the former.

No member may refer to a member by name.

The rule requiring that speeches should be relevant to the
motion immediately under consideration has never been yet applied
in the Canadian houses to motions for the adjournment of the
house or of the debate.

No member may speak twice to a question, except in explana-
tion of a material part of his speech, in which he may have been
misconceived, but then he is not to introduce new matter. A reply
is allowed to a member who has made a substantive motion to the
house, but not to any member who has moved an order of the day,
an amendment, the previous question, or an instruction to a com-
mittee (v).

A " substantive " means the main or first mction ir question , tc which amend-
ments may be moved. If when there is no substantive motion before the house,
in other words, no subject under debate, a member moves " That the house do
now adjourn," for the sake of bringing into discussion some question of urgency,
that motion is " substantive," and the mover has a right to reply, but should
there be a question under consideration, and a member moves " that the house
do now adjourn," this is a dilatory or incidental motion simply, and the mover
has no reply.

When the speaker is putting a question, no member shall walk
out of or across the house, or make any noise or disturbance; and
when a member is speaking, no member shall interrupt him, except
to order, nor pass between him and the chair ; and no member
may pass between the chair and the table, nor between the chair
and the mace when the mace has been taken off the table by the
serjeant-at-arms (w).

No member shall speak disrespectfully of her majesty, nor of
any of the royal family, nor of the governor or person administer-
ing the government of Canada ; nor shall he use offensive words
against either house, or against any member thereof, nor shall he

(v) Bee Boarinot, p. 417.

(w) See Boarinot, pp. 405, 406.

CALL TO ORDER,

speak beside the question in debate. No member may reflect upon
any vote of the house, except for the purpose of moving that such
vote be rescinded (x).

A member may rise to speak " to order," or upon a matter of
privilege suddenly arising (y).

A member called to order shall sit down, but may afterwards
explain. The house, if appealed to, shall decide on the case, but
without debate. If there be no appeal, the decision of the chair
shall be final (z).

S«e mode of appeal under such ciroimstances, de/otv, sec. 12.

Every member against whom any charge has been made, hav-
ing been heard in his place, should withdraw while such charge is
under debate (a).

The charge may be embodied in a motion or in a statement made by a
member in his place. If such a motion or statement, involving the character
or conduct or language of a member, is to be made, due notice should be given
him that he may be present to reply. When he has made his statement, then
he withdraws.

See also Mow, p. 44, for withdrawal when it is a question of his vote.

12. Call to Order (&).

It is the right of a member to rise and call another member to
order. He must state the point of order clearly and succinctly,
and it will be for the speaker to decide whether the point is well

taken.

When a member rises to a point of order — that is when he believes a rule or
usage has been violated by a motion or in a speech — and in the latter event he
may interrupt a speaker — he should say " I rise to a point of order," The
speaker will say, " Please state your point of order." The objecting member
must do this " succinctly," and no member can attempt under cover of his
objection to discuss the subject-matter under debate. The speaker in case of
special difficulty may ask opinions of members, but when he decides he should

(x) See Bourinot, pp. 410, 411.

{y) See below, p. 40.

{a) See Bourinot, pp. 430, 440-442 .

(b) See Boarinot, p. 432.

RULES AND USAGES OF PAKLIAMENT.

not nr,nue but simply give his opinion authoritatively. If a member is not
satisfied with the decision he should rise and say, '* I appeal from the decision
of the chair," The speaker will then put the question, which is undebatable
(see ainn'c, p. 39) by first giving the terms of his decision, and the point ot
appeal, and add, "The question is now, shall the decision of the chair stand as
the jiuli(inent of the house? Those who are in favour of the motion will say
aye." Then when the voices have been given for the ayes he will say, "Those
who are against the motion will say no." If the voices are doubtful and the
names are demanded by five members, he will again submit the question
and the roll will be called in accordance with usage. It may be added that
when the speaker is on his feet every member should sit down until the
former concludes what he has to say on the point of order.

13. Questions op PRiviLEaB (c).

A motion directly concerning the privileges of the house, whieli
cfdls for its present interposition on a matter which has recently
arisen, takes immediate precedence of all other business before the
bouse, and is moved without notice.

Questions of privilege refer to all matters affecting the r* hts
and immunities of the house collectively, or the position an
duct of members in their representative character.

14. Breaches of Parliamentary Decorum {d).

When a member has been called to order by the speaker, for a
breach of parliamentary decorum, it is his duty to bow at once to
the decision of the chair, and to make an apology by explaining
that he did not intend to infringe any rule of debate, or by immedi-
ately withdrawing the offensive and unparliamentary language he
may have used. In case, however, a member persists in his
unparliamentary conduct, the speaker will be compelled to name
him, and submit his conduct to the judgment of the house.

In such a case the member whose conduct is in question should
explain and withdraw, and it will be for the house to consider what
course to pursue in reference to him.

WORDS TAKEN DOWN.

15. Words Taken Down (e).

When a member makes use of any disorderly and unparliamen-
tary language, it is the right of another member to move that it be
taken down.

When a member objects to words used in debate, and desires
that those words be taken down, he repeats the words to which he
objects, immediately after they have been uttered, stating them
exactly as he conceives them to have been spoken. Whereupon
Mr. Speaker, having ascertained that the sense of the house is in
accord with the demand, directs the clerk to take down those
words.

When the words have been taken down at the table and the
clerk has read the words to the house, the member should explain
and withdraw, and then the house will proceed to consider what
course to take with reference to him.

16. Putting the Question — Divisions (/).

When a debate on a question is closed, and the house is ready
to decide thereon, the speaker proceeds to " put " the question. If
the question has not been heard he states it again to the house.

That is to say, the speaker says, "Is the house ready for the question?"
The sense of the house being unequivocally in favour of closing the debate, and
no member rising to speak, the speaker again reads the motion ; in other
words he " puts " the question for a final decision thereon.

Having read the question on which the decision of the house is
to be first given he takes the sense of the members by saying,
" Those who are in favour of the question or amendment will say yea,
those who are of the contrary opinion will say no." When the
supporters and opponents of the question have given their voices
for and against the same, the speaker will say, " I think the yeas
have it ;" or '* I think the nays (or noes) have it ;" or *• I cannot
decide." If the house does not acquiesce in his decision, the yeas
and nays may be called for.

(e) See Bourinot, pp. 434-437.

(/) See Boarinot, chap. XIII. pp. 446-459.

RULES AND USAGES OF PARLIAMENT.

In the house of commons, the speaker says, " Those who are in
favour of the motion (or amendment) will please to rise." The
clerk has before him a list of all the names printed alphabeticall}',
and places a mark against each name as it is called. The assist-
put clerk calls out the name of each member as he stands up.

When the members in favour of the motion have all voted, the
speaker says again : " Those who are opposed to the moiion (or
amendment) will please to rise ; " and then the names will be
taken down in the manner just described.

When all the names have been duly taken down, the clerk
will count up the votes on each side, and declare them ; the
speaker will then say: "The motion is resolved in theaflSrraative;"
or "passed in the negative," as the case may be. If the motion on
which the house has decided is a motion in amendment, then the
speaker proceeds to put the next question, on which a division may
also take place.

In case of an equality of votes, Mr. Speaker, or the chairman,
gives the casting voice, usually in such a manner as not to make
the decision of the house final (g).

Generally he gives his reason for his vote. In municipal councils in Ontario
a mayor or other head of the council or any person acting in his place, votes as
a member, and in case of an equality of voices the motion is to be considered
negatived.

No member may speak to any question after the same has been
fully put by Mr. Speaker.

A question is fully put when the speaker has taken the voices
both of the yeas and of the nays.

No member is entitled to vote upon a question upon which he
has a direct pecuniary interest, not held in common with the
rest of the subjects of the crown, and the vote of any member so
interested will be disallowed. The vote of such a member in a
division taken in a committee of the whole house, is adjudicated
upon by the committee. A standing committee also has the like
power of determining the question of a personal interest in a vote.

(g) See Bourinot, pp. 453-465.

PUTTING THE QUESTION — DIVISIONS.

If a member is believed to have a direct pecuniary and personal
interest in a question, his attention will be called to the matter
through the speaker, and, if his explanation is not satisfactory or
sufficient the house will decide by voting on a motion " That A.'s
vote be " disallowed." If it is disallowed the clerk will erase the
vote from the record.

The rule relating to the vote upon any question in the house of
a member having an interest in the matter upon which the vote is
given, applies likewise to any vote of a member so interested in a
committee (h).

If a member was not present in the house when the question
was put by the speaker, he cannot have his vote recorded.

If he should vote under such circumstances, the speaker will
ttsk, " Was the honourable member present in the house, and did
he hear the question put ? " If he replies in the negative, his vote
must be struck off the record.

If a member of the commons who has heard the question put
does not vote, and the attention of the speaker is directed to the
fact, the latter will call upon him to declare on which side he votes,
and his name will be recorded accordingly.

Every member must vote unless he comes under the disqualifi-
cations of the foregoing rules.

If a member who has heard the question put in the commons
should vote inadvertently, contrary to his intention, he cannot be
allowed to correct the mistake, but bis vote must remain as first
recorded.

If a member's name is entered incorrectly or is inadvertently
left off the list he can have it rectified should the clerk read out the
names, or on the following day when he notices the error in the
printed votes.

(h) See Bourinot, p. 455, for full explanation of what oonstitatss an interest
not in common with the rest of the aubjects of the crown. For instance, he may
vote for an increase of pay to members of the house, bat not for a direct pecuniary
grant to hinvielf alone.

RULES AND USAGES OF PARLL\MENT.

In case of confusion or error concerning the numbers reported,
anlesB the same can be otherwise corrected, the bouse proceeds to
a second division.

When a doubt exists as to the right of a member to 7ote, he
should be heard in explanation and then withdraw before the usual
motion is made, " That the vote of be disallowed " (t).

While the house is dividing members can speak, sitting aud
covered, to a point of order, arising out of or during the division.

17. Questions put to Members {j).

A question put to ministers or members may not contain impu-
tations, epithets, ironical expressions and hypothetical cases ; nor
may a question refer to debates, or answers to questions in the
same session. A question cannot be placed upon the notice paper
which publishes the names of persons, or statements not strictly
necessary to render the question intelligible, or containing charges
which the member, who asks the question, is not prepared to sub-
stantiate. Nor can the solution of an abstract legal case be sought
by a question. A question cannot be made a pretext for a debate,
and when a question has been fully answered it cannot be renewel

18. Committees op the Whole (k).

A committee of the whole house is appointed by a resolution,
*• That this house will," either immediately, or on a future day,
•• resolve itself into a committee of the whole house."

In forming a committee of the whole house, the speaker, before
leaving the chair shall appoint a chairman to preside, who shiill
maintain order in the committee ; and the rules of the house shall
be observed in committee of the whole house, so far as may
be applicable, except the rule limiting the number of times of
speaking.

(t) See Bourinot, p 457.

(j) See Bourinot, pp. 381-385.

(ifc) See Bourinot, c. 15, pp. 475-190.

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COMMITTEES OF THE WHOLE.

When the order for commjttee has been read, the speaker says,
Mr. A. moves *' That the house do now resolve itself into a com-
mittee of the whole to consider (here state subject-matter)." An
amendment may be moved against the principle of the proposed
resolution or question (see above, p. 37), or the motion for com-
mittee may be negatived. If the motion is agreed to, the speaker
calls a member to the chair — in the commons, the chairman of
committees, if he is in the house.

A committee may consider such matters only as have been
referred to them by the house.

In committee, members may speak more than once to the same

question.

A motion made in committee is not seconded.
The same order in debate is to be observed, as in the house
itself.

Every question in committee is decided by a majority of voices.

In case of an equality of voices, the chairman gives a casting
voice.

In case of a division being called for, the members rise and the
assistant clerk counts and declares the number on each side, and
the chairman decides the question in the affirmative or negative,
just as the speaker does in the house itself. No names are
reco''dod in committee.

Questions of order arising in committee of the whole house
shall be decided by the chairman, subject to an appeal to the
bouse ; but disorder in a committee can only be censured by the
house, on receiving a report thereof.

If any sudden disorder should arise in committee, Mr. Speaker
resumes the chair, without question put.

When the matters referred to a committee have been con-
sidered, the chairman is directed to report the same to the house.

Until such report is made, no reference may be made thereto,
nor to the proceedings of the committee.

Besolutions reported from a committee are read a first and
second time, when amendments may be moved.

4.6

RULES AND USAGES OF PARLIAMENT.

Such amendments, like all other amendments, must be rele-
vant to the subject-matter of the resolution or resolutions.

The resolutions are then agreed to or disagreed to by the house,
or agreed to with amendments, or recommitted, or the further con-
sideration thereof postponed.

When a committee of the whole house, except the committees of
supply and ways and means, has partly considered a matter and
has reported progress, the speaker, when the order for the com-
mittee is again read, leaves the chair forthwith without putting any
question, and the house thereupon resolves itself again into such
committee.

19. Dilatory Motions in Committee of the Whole (I).

If it is proposed to defer the discussion of a bill or resolution in
committee of the whole, the motion may be made : " That the
chairman do report progress and ask leave to sit again ; " and if
this motion (which is equivalent to a motion for the adjournment
of the debate) be agreed to, the committee rises at once, and the
chairman reports accordingly. The speaker will then say : " When
shall the committee have leave to sit again?" A time will then be
appointed for the future sitting of the committee. But if a mem-
ber wishes to supersede a question entirely, he will move : " That
the chairman do now leave the chair." Such a motion is always in
order and takes precedence of any other motion in the committee.
If this motion (which is equivalent in its effect to a motion for the
adjournment of the house) be resolved in the affirmative the chair-
man will at once leave the chair, and no report being made to the
house, the bill or question disappears from the order paper. Two
motions to report progress cannot immediately follow each other
on the same question ; but some intermediate proceeding must be
had. Consequently, if a motion to report progress be negatived a
member may move that "the chairman do leave the chair," or vice
versa. In the case of a chairman making no report, and of a ques-
tion having been in this way superseded, the original order of

(I) See Bourinot, pp, 485-487.

MONEY VOTES — COMMITTEE OF SUPPLY.

reference still remains, though the superseded question may not
appear on the order paper, and it is competent for the house to
resoIv3 itself again, whenever it may think proper, after notice, into
commijtee on the same subject.

20. Money Votes — Committee of Supply (wi).

The sole function of the committee of supply is to grant,
reduce, or refuse the supplies set forth in the estimates.

The rules that obtain in other committees prevail also in this.
Each resolution will be formally proposed from the chair, and
amendments may be made thereto.

Each resolution must be proposed and discussed as a distinct
question, and when it has been formally carried, no reference can
again be made thereto. Neither is it regular to discuss any reso-
lution before it has been formally proposed from the chair. Each
vote or resolution is necessarily a question in itself to be proposed,
amended and put as any motion or bill in the house.

It is irregular to discuss any matters in committee which are
not relevant to the resolution under consideration.

By an ancient order declared, 3rd November, 1675, but since
modified in practice, when there comes a question between the
greater and lesser sum, or the longer or shorter time, the least
sum and the longest time ought first to be put to the question (n).

Some municipal councils and other assemblies in this country, for some
unintelligible reason, reverse this rule by giving precedence lo the largest sum.
See Fifth Part II. sec. 17.

Eeports of resolutions from the committees of supply and ways
and means, are ordered to be made on a future day, in accordance
with the usage which forbids the taking of two or more stages of a
money bill during one sitting of the house (0).

(m) See Bourinot, 0. 17, p. 530 tt seq.

(n) See May's Parliamentary Practice, 8th edition, p. 619.
ubsoleto in the Canadian Commona.
(0) See Bourinot, pp. 558, 559.

The practice is

RULES AND USAGES OF PARLIAMENT.

Resolutions of the commitlees of supply and waj's and means,
reported to the house, are read a first and second time, and agreed
to ; or may be amended, postponed, recommitted, or disagreed to.

21. Standing and SpEriAL Committees (2)).

At the beginning of a session certain standing or sessional
committees are struck by a small committee appointed on
motion of the leader of the house. The report of this committee
must be adopted by the house, and then the standing committees
are regularly organized in the way hereinafter set forth.

Special or select committees are also appointed in the course of
a session on motion made after notice, for the purpose of consider-
ing particular subjects.

A member intending to move for the appoix.tment of a select

committee, must endeavour to ascertain previously, whether each

member proposed to be named by him on such committee, will give

his attendance thereupon.

A member who moves for a select committee is generally appointed the
chair«nan thereof, but this is a matter entirely within the discretion of the com-
mittee itself. Rules of many municipal councils and other assemblies make
such appointment imperative.

A committee is bound by, and is not at liberty to depart from
the order of reference.

If it be found necessary to extend the inquiry, authority must
be obtained from the house in the shape of a special instruction.

An instruction to a committee directs the order and course
of the proceedings thereof, or extends or restricts the order
of reference in such terms, whether mandatory or otherwise, as
may be prescribed according to the discretion of the house. Notice
of the instruction must be given.

A majority of the members of a committee compose a quorum,
but it is now usual, on the appointment of standing or special
committees, to fix it at a certain number immediately.

Cbmmittees are governed for the most part in their proceed-
ings by the same rules which prevail in the house, and which

(p) See Bourinot, 0. 16, pp. 491-525.

STANDING AND SPECIAL COMMITTEES.

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continue in full operation in every select commiLiee. Every ques-
tion is determined in a committee in the same manner as in
the house to which it belongs. In case a difference of opinion
arises as to the choice of a chairman, the procedure of the house
with respect to the election of a 8[)eaker should be followed. That
is to say, according to correct practice the clerk puts the question
and directs the division in the same way as is done on that occa-
sion by the clerk of the bouse. The name of the member first
proposed will be first submitted to the committee, and if the
question is decided in the affirmative, then he takes the chair
accordingly, but if he is in a minority in the division, then the
clerk puts the question on the other motion.

The committee having met, and a quorum being present, the
members will proceed to elect a chairmarj. If there is no quorum
present this proceeding must be deferred until the requisite num-
ber are in attendance ; or the organization of the committee may
bo delayed until another day. It is the duty of the chairman to
preserve order and enforce the rules.

The names of the members present each day at the sitting of
any committee rre to be entered on the minutes of the pro-
ceedings of the committee, and reported to the house on the report
of such committee.

If at any time during the sitting of a committee, the quorum
of members fixed by the house be not present, the clerk of
the committee is to call the attention of the chairman to the fact,
who is thereupon to suspend 'he proceedings of the committee
until a quorum be presert, or o adjourn the committee to some
future day.

The same rules obtain with respect to divisions in committee?
as in the house itself.

In the event of a division taking place in any committee,
the question proposed, the name of the proposer, and the respec-
tive votes thereupon of each member present, are to be entered on
the minutes of the proceedings of the committee and reported to
the house on the report of such committee.

B.M.P. — 4

lUILES AND USAGES OF PARLIAMENT.

\l\\
1^;-

i i

The cbairman of a committee can only vote when there is an
equality of voices.

A coinmitteo may adjourn from time to time ; anc'i, by leave
of the house, from place to place.

A committee, having power to send for persons, papers and
records can, without first obtaining leave of the house, report
their opinion and observations, together with the minutes of evi-
dence taken before them, and also make a special report of any
matters which they may think fit to bring to the notice of the
house

Subject to the above rule, a committee must obtain the leave of
the house to report their opinion or observations from time to
time, or to report the minutes of evidence, or proceedings from
time to time.

Committees should be regularly adjourned from day to day,
though in the case of select committees particularly, the chairman
is frequently allowed to arrange the day and hour of sitting, but
this can only be done with the consent of all the members of the
committee.

Committees are not permitted to sit and transact business
during the session of the house. If a committee finds it absolutely
necessary to meet on an important and urgent matter of enquiry,
it must obtain authority from the house.

If a committee neglect to attend to its duties, the house can
intervene and order it to meet and report (q).

When a committee is examining witnesses, it admits or excludes
strangers at its pleasure ; but always excludes them when deliber-
ating.

The report submitted to the house is that of the majority of the
committee. No signatures should be affixed to a report for the
purpose of showing any division of opinion in the committee ; nor
can it be accompanied by any counter statement or protest from

(q) See Boarmot, pp. 743, 741.

STANDlNd AND SPECIAL COMMITPEES.

ere is an

tlie minority, as such a report ia as unknown to Canadian as to
Enf;liBli practice (r).

A minority report may appear in the appendix to the report of
the committee ; but such a paper of course can only be added in
this way with the consent of the committee as a part of their
proceedings,

A sub-committee cannot report directly to the house, but only
to the committee from which it obtains its authority, and it is lor the
latter to order as it may think proper with respect to the report of
this Hub-committee {s).

Reports contairing certain opinions, recommendations or
resolutions are concurred in on motion.

When iho report contains a series of resolutions or recommenda-
tions, each is formally and separately concurred in, or otherwise
disiyosed of as the house may deem expedient.

But when the report does not contain any resolution or other
propositions for the consideration of the house it does not appear
that any further proceedings with reference to it, as a report, are

necessary.

Every report must be regularly signed by the chairman.

The report of a committee is brought up by the chairrinan ; it
1 cs upon the table and is dealt with as the house may direct.

A report may be referred back to a committee for further con-
sideration or with instructions to amend the same in any respect.
In this way a committee may regularly reconsider and even reverse
a decision it had previously arrived at.

No notice may be taken of «he proceedings in a committee of
the whole house, or of a select or standing committee, on a bill or
other matter until the committee have made a report thereon to the

house.

(r) See Bourinot, pp. 612, 618.
(») See Bourinot, p. 613.

RULES AND USAGES OF PARLIAMENT.

22. Petitions (t).

Petitions to the house shall be presented by a member in his
place, who shall be answerable that they do not contain imperti-
nent or improper matter.

Petitions may be written or printed in English or French.
They must be free from erasures or interlineations, and the signa-
tures must be written, not printed, pasted upon, or otherwise
transferred. They must not have appendices attached thereto,
whether in the shape of letters, affidavits, certificates, statistical
statements, or documents of any character.

The house will refuse to receive a memorial containing no prayer.
Every petition should have the signatures of "at least three
petitioners on the sheet containing the prayer." But this rule is
never interpreted as precluding a single petitioner from approach-
ing the house, it simply refers to petitions signed by a number of
individuals.

All petitions should be respectfully and temperately worded.
The house will refuse to receive them if they contain any reflec-
tions on the queen or her representative in Canada, or on the
action of parliament, or on any of its committees, or on the courts
of justice, or affect "the legal and social positions of individuals."
A 'document distinctly headed as a "remonstrance," even though
it conclude with a prayer, cannot be received. Neither can anv
paper in the shape of a declaration be presented as a petition.
Any forgery or fraud in the preparation of petitions will be con-
sidered a serious breach of privilege and severely punished.

A petition forwarded by telegraph cannot be received, inasmuch
as "it has no real signatures attached to it." When a petition
has contained a number of signatures in the same handwriting
these signatures have not been counted. Petitions of corporations
aggregate must be under their common seal ; and if the chairman
of a public meeting sign a petition in behalf of those so assembled,
it is only received " as the petition of the individual, and is so

(t) See Boarinot, c. 8, pp. 314-328.

PUBLIC BILLS.

entered in the minutes, because the signature of one party for
others cannot be recognized."

If it shall be found on enquiry that the house has inadvertontly
received a petition which contains unbecoming and unparliamen-
tary language, the order for its reception will be read and dis<
charged (u).

In case of urgency, a petition may be immediately considered,
but the grievance must be such as to require a speedy and urgent
remedy. Petitions a£fecting the privileges of the house will at once
be taken into consideration in accordance with parliamentary
usage in all cases of privilege.

28. Public Bills (y).

Every bill shall be introduced upon motion for leave, specifying
the title of the bill; or upon motion to appoint a committee to pre-
pare and bring it in.

A member moves : " That Mr. A. have leave to introduce a bill to " — (give
title at length). On this motion being seconded and read by the chair, it is
debatable and ^niendable (see Bourinot, p. 590), but after it is agreed to, the
next question : ' When shall the bill be read a first time ?" must be agreed to
without amendment or debate, though the house may divide thereon and refuse
the reading of the measure.

No bill may be introduced either in blank or in an imperfect
shape.

If a member has broken the rule, the speaker calls attention to the fact, and
if, by some inadvertence, leave has been given to introduce the bill, the order
must be rescinded.

All measures involving a charge upon the people, or any class
thereof, should be first considered in a committee of the whole.

(u) See Bourinot, p. 326.

(v) See Bourinot, c. 18, pp. 582-062. Only public bills, or in other words,
bills relating to matters of public or general interest are here considered. Special
rules govern the consideration of private bills, or bills relating to the interests of
private individuals or corporations. See Bourinot, co. 19-21, inclusive, for private
bills.

RULES AND USAGES OF PA«LIAMEVT.

When a bill hae been read the first time, an order is made
forthwith, that the bill be read a second time on a future day, or
immediately, if the bill be passed wich unusual expedition.

Every publio bill shall be read twice in the house before com-
mittal or amendment.

On the order of the day being read for the second reading of a
bill, a motion is made, and a question put : " That the bill be
now read a second time."

The second reading of a bill is that stage when it is proper to
enter into a discussion and propose a motion relative to the prin*
cipJe of the measure.

Amendments to bills also, like amendments to the orders of the
day, " must strictly relate to the bill which the house, by its order,
has resolved upon considering."

The question, " That the bill be now read a second time," may
be superseded by an amendment which leaves out all the words of
the question after the first word " that," and which substitutes for
those words a resolution stating the object and motive on which
opposition to the bill is based.

Amendments may be moved to that question by leaving out
" now," and by adding at the end of the question, " three months,"
" six months," or any other time.

A bill, having been read a second time is ordered to be com-
mitted to a committee of the whole house, or to a standing, or to a
select committee.

When the bill has been read a second time, the speaker puts the question:
" When shall the house resolve itself into a committee of the whole on the said
bill ? " The house, on motion or cail of a member of the government, if it is a
government measure, or of the member in charge, generally speaking, will fix
the day ; and when the order is duly reached and read by the clerk, the speaker
will put the question : " Mr. A. moves that the house do now resolve itself into
committee of the whole to consider the said bill" {or give title in full). This
motion is debatable and amendable within limits of rule given above, p. 37. It
may also be deferred for three or six months, as in the case of a second reading;
if the house agree to commit the bill, the speaker calls a member to the chair.

PUBLIC BILLS.

In proceedings in committee of the whole house upon bills, the
preamble shall be first postpouetl, aud then every clause considered
by the committee in its proper order; the preamble and title to be
last considered.

It is usual for the chairman to read each clause, and put the
question formally thereon: "Shall the clause stand part of the
bill ? " It is then debatable or amendable, line by lino, or word by
word. If it is amended, then the question is again put : " That
the clause, as amended, stand part of the bill." When one line
has been amended and disposed of, it is not regular to go back and
amend it further. A question once passed or negatived in the
committee cannot be reconsidered except by an instruction from the
house at a subsequent stage after report.

It is not unusual, however, in the Canadian commons, by unanimous consent,
to reconsider clauses after a bill has passed through committee, as a matter
of convenience or necessity, though such a proceeding is not strictly in order, as
the rule shows.

Amendments to clauses of a bill may be made provided the
same be relevant to the subject-matter of the bill, or pursuant to
an instruction.

The house, by instructions, can empower a committee to make
amendments to a bill not otherwise within the capacity of the
committee.

Notice of the terms of an instruction must be given.

A clause may be postponed, unless upon an amendment thereto
a question has been fully put from the chair.

Postponed clauses are considered after the remaining clauses
of the bill, and before new clauses are brought up.

If a clause be disagreed to, a new clause in lieu thereof may be
brought up after the remaining clauses of the bill have been dis-
posed of.

When every clause and schedule has been agreed to, and any
new clauses or schedules have been added to the bill, the pre-
amble is considered, and a question is put. "That this be the
preamble of the bill."

RULES AND USAGES OF PARLIAMENT.

When all the clauses of a bill have not been considered, the
chairman is directed to report progress, and ask leave to sit
again.

TVhen a bill has been fully considered, the chairman is directed
tiither to report the bill without amendment to the house, or to
report the bill with amendments.

The chairman in pursuance of the directions of the committee,
reports the bill forthwith to the house ; and when amendments
have been made, a day is appointed for the consideration of the
bill as amended by the committee.

A bill, after consideration as amended, is read the third time
forthwith ; or is ordered to be read a third time on a future day-
Bills of an urgent nature are passed, with unusual expedition,
through several or all of liheir stages on the same day.

The stages of bills imposing taxation, or appropriating the sup-
plies for the year, are, by usage, not taken in succession, but are
set down for a future day.

While a bill is lU progress, no alteration whatever can be made
in its provisions except by the authority of the house. If it
should be found that a bill has been materially altered since its
introduction it would have to be withdrawn and a new bill embody
iug the alterations formally introduced {v).

When a bill is read in the house, the clerk shall certify upon it
the readings and the t'me thereof. After it has passed, he shall
certify the same, with the date, at the f )ot of the bill.

24. Conferences Between Two Houses.

The commons may communicate matters to the senate, or have
matters communicated to them at a conference.

In desiring a conference the subject-matter thereof is to be
stated.

/. conference is desired by message.

When the commons shall request a conference with the senate,
the reasons to be given by the house at the same shall be pre-

(r) See Bourinot, p. 638.

CONFERENCES 'ETWEEN TWO HOUSES.

pared and agreed to by the bouse before a message shall be sent
therewith.

No conference is to be desired concerning any bill, or other
matter depending in the other house. A conference is required by
that house which, at the time of the conference demanded, shall
be possessed of the bill or other matter.

Conferences, >o frequent in old times of conflict before responsible govern-
ment, between the assemblies and the legislative councils of the provinces,
have become practically ob«-oIet?. through a better understanding of the con-
stitutional relations between the two houses, and more simple methods of
procedure in case of disagreement on a bill or other matter. Reasons of
disagreement are communicated to the house from whom an amendment has
come. It must either withdraw the amendment or send back a message
insisting on the same for reasons. These latter reasons are again considered
by thr house first disagreeing, and a determina n arrived at. If no agree-
ment can be reached by various messages in this way, it is practically useless
to ask for a conference. Still the rules and usages that regulate such confer-
ences are in existence, and may be used to meet some contingencies. See
Boi'.rinot, pp. 463-466, for conferences. For reasons, pp. 466, 628.

26. Joint Committees of the Two Houses (z).

A committee of one house is occasionally appointed to join
with a committee of tie other house, and is called a "joint com-
mittee."

When such committee is desired by the commons, they appoint
a committee of a certain number of members to join with a com-
mittee of the senate. A message is sent to the senate acquainting
them therewith, and requesting the senate " to appoint an equal
number of senators to be joined with the members of this house."

(«) See Bonrinot, pp. 466, 467.

SECOND WART.

ECLES OF ORDEli AND PROCEDURE

FOE

PUBLIC MEETINGS-POLITICx^L CONVENTIONS-
SOCIETIES— LABOUR ORGANIZATIONS.

1. Q

l^ Th
&

3. Pol

4. Soc
6. Mu

tit

of the
declar
her mi
mann(
expree
it expi

GENERAL OBSERVATIONS ON PUBLIC MEETIN(;s.

PUBLIC MEETINGS— POLITICAL CONVENTIONS-
SOCIETIES— LABOUR ORGANIZATIONS.

2. Qeneral obiervations on public meet-
ings, p. 61.

(i) Right of assembling in public,

p. 61.
{2) Unlawful assembling, p. 62.

(3) Ontario and Quebec statutes

on public meetings, p. 63.

(4) Notices of public meetings is-

sued in accordance with fore-
going statutes, p. 64.

(5) Ordinary notice of a public
meeting, p. 66.

2. The procedure at a public meeting, p.

66.

3. Political conventions, p. 71.

4. Societies in general, p. 79.

5. Mutual benefit and provident associa-

tions, p. 85.

(1) Rules of Catholic Mutual
Benefit Association, p. 85.

6. Trades and labour organizations, viz.:
p. 88.

(2) Trades and Labour Council of
Toronto., p. 88.

(2) Trade;! and Labour Council of

Hamilton, p. 96.

(3) Builders' Labourers' National

Union, No. 2, Toronto, p. 96.
(J) International Builders' La-
bourers' Protective Union of
America, p. 98.

(5) International Typographical

Union, No. 91, p. 99.

(6) Toronto Typographical Union,

No. 91, p. 100.

[7) Bricklayers' and Masons' In-

ternational Unionof America,
p. 102.

[8) Iron Moulders' Unionof North

America, p 102.

1. General Observations on Public Meetings.

X. Right of assembling in public— The statute books of some
of the provinces of Canada contain a law (a), the preamble of which
declares in emphatic language that it "is the undoubted right of
her majesty's subjects to meet together in a peaceable and orderly
manner, not only when required to do so in compliance with the
express direction of law, but at such other times as they may deem
it expedient so to meet for the consideration and discussion of

(a) B. S. O. c. 187 ; B. S. Q. Arts. 2946-2961 ; see below, p. 63.

RULES OF ORDER AND PROCEDURE.

I ,

matters of public interest, or for making known to their gracious
sovereign or her representative in this province, or to both or either
of thu houses of the imperial or dominion parliaments, or to the-
provincial legislature, their views respecting the same, whethe-
such be in approbation or condemnation of the conduct of public
aifairs."

A high authority says with much force that "the right of
assembling is nothing more than a result of the view taken by the
courts as to individual liberty of person and individual liberty of
speech." The English constitution does not give a specific right of
public meeting to the people at large, and any number of persons
who block up a sidewalk or highway, or occupy a common, so as to
interfere with the ordinary rights of citizens under the common
law, subject themselves to the charge of creating a nuisance or com-
mitting a trespass (5). It is, however, well understood that as long
as a number of persons assemble for a lawful purpose, and do not
infringe or break any law, they should not be interfered with by
other persons who do not approve of the object of the meeting.
Any interference or breach of the peace on the part of those who
disapprove of and assemble to break up a meeting peaceably and
properly held, will be considered not so much " an invasion of the
public right," but rather " an attack upon the individual rights of
A. and B., and must generally resolve itself into a number of
assaults upon definite persons, members of the meeting." The
courts will, in such a case, recognize the personal rights that each
individual has, under the law, to be protected from assault or
injury on the part of those who differ from them on some questiou
which he is attempting to discuss and promote by perfectly lawful
means (c).

2. Unlawful assembling. — On the other hand, "the mode in

which a meeting is held may threaten a breach of the peace, and

•therefore inspire peaceable citizens with reasonable fear ; and in

(b) Some of the provinces have statutes against obstraction of highways or
sidewalks. See B. S. N. S. App. A. o. 1G2.

GENERAL OBSERVATIONS ON PUBLIC MEETINGS.

that case the meeting may be unlawful." The criminal law of
Canada attempts to define (d) in the following specific terms what
constitutes ** an unlawful assembly."

" An unlawful assembly is an assembly of three or more persons who, with
intent to carry out any common purpose, assemble in such manner, or so con-
duct themselves, when assembled, as to cause persons in the neighbourhood of
such assemblies to fear, on reasonable grounds, that the persons so assembled
will disturb the peace tumultuously, or will, by such assembly, needlessly and
without any reasonable occasion provoke other persons to disturb the peace
tumultuously.

" Persons lawfully assembled may become an unlawful assembly if they con-
duct themselves with a common purpose in such a manner as would have made
their assembling unlawful if they had assembled in that manner for that pur-
pose.

" Every member of an unlawful assembly is guilty of an indictable offence
and hable to one year's imprisonment."

3. Ontario and Quebec statutes on public meetings —With-
out dwelling on legal questions of public meetings, which can be only
decided by the courts, in each case as it presents itself, I may again
recur to the statutes of Quebec and Ontario which have been passed
to give protection to public meetings duly called under their provi-
sions («). The notice or summons for a public meeting called by a
sheriff, a mayor, or other chief municipal officer, or by two or more
magistrates resident in the district, on the requisition of twelve or
more freeholders, citizens, or burgesses, must contain the informa-
tion that the meeting and all persons in attendance are under the
protection of the statute. The notice must be issued at least three
days before the proposed meeting, and shall set forth the names of
the requisitionists in whole or part, besides the statutory authority
under which it is issued. It is also provided to meet other cases
that should information be laid before any justice of the peace that
a great number of persons will be present at a public meeting, two

((i) Criminal Code, Statutes of Canada, 1892, ss. 79, 81. See on this point
Dicey's admirable exposition of an interesting subject in App. 4. Also N. B. 0. S.
c. 147, " Of offences against the public peace."

(e) B. S. O. 0. 187 ; B. S. Q. Arts. 2946-2961. These two Aota were originally
passed by the legislatare of the old provinoe of Canada. See C. B. C. 0. 82.

RULES OF ORDER AND PROCEDURE.

justices of the peace, resident in the district, may give due public
notice of such meeting and declare the same to be under the pro-
tection of the statute, (see below, pp. 64, 65, for public notictn
issued by the sheriff or justices according to the statute).

The authorities who call such a meeting shall continue at or
near the place appointed for holding the same until it has dis-
persed, and are bound to afford such assistance as may be necessary
for the preservation of the peace. Every person required by law,
or chosen in the usual manner to preside over the meeting, sbrJl ut
the commencement of the proceedings read the requisition, or 'he
declaration setting forth the fact that the meeting is under tlie
protection of the statute. The chairman has full authority to
keep order, and may remove all disorderly persons who disturb the
meeting and have them punished by due process of law.

4. Notices of public meetings issued in accordance with
R. S. O. c. 187.

Schedule A.— (Section 5.)

" To the inhabitants of the county of A., (or as the cise may be), and all
others her majesty's subjects whom it doth or may in anywise concern : —

" Whereas I, A. B., sheriff of, etc., or we, C. D. and E. F., two (or whatever
the number may be) of her majesty's justices of the peace for the county (or
district) of A., resident within the said county (or district) having received a
requisition, signed by I., J., K., L., etc., etc. (inserting the names of at least twelve
of the requisitJonists and as many more as conveniently may be, and mentioning
the number of others ; thus) and fifty-six (or as the case may be) others, who
(or twelve of whom) are freeholders of tjie said county (or district) (or citizens of
the said city) having a right to vote for members to serve in the legislative
assembly in respect of the property held by them within the said county (or
district or city, etc., as the case may be) requesting me (or us) to call a public
meeting (here recite the requisition) : And whereas I (or we) have determined
to comply with the said requisition ;

" Now, therefore, I (or we) do hereby appoint the said meeting to be held
aj (here state the place) on , the day of next

(or instant), at of the clock in the noon, of which all persons

are hereby required to take notice. And whereas the said meeting has been so
called by me (or us) in conformity with the provisions of R. S. O. c. 187, entitled
' An Act respecting Public Meetings,' the said meeting, and all persons who

NOTICES Foil PUHLIC MEETINGS.

attend the same, will therefore be within the protection of the said Act, of all
which premises all manner of persons are hereby, in her majesty's name, most
strictly charged and commanded, at their peril, to take especial notice, and to
govern themselves accordint^ly.

" Witness my hand (/v our hands) at , in the of ,

this day of , i8 ."

A. li., sheriff.
or C. D., j.W

E. F., J.P.
K. S. O. 1SS7, c. 177, Schedule A.

SCHEDUT.K B.— (Section 6).

"To the inhabitants of the county of A., {or as the case may be), and all
others her majesty's subjects whom it doth or may in anywise concern : —

" Whereas, by information on oath taken before D. E., esquire, one of \\er
majesty's justices of the peace for the county of C. (or city or district, or as the
case may be), within which the meeting hereinafter mentioned is appointed to
be held, it appears that a public meeting of the inhabitants (or householders,
etc., as the case may be) of the county of G., (or as the case may be), is appointed
to be held at , in the said county (or as the case may be) on ,

the day of next (or instant), at of the clock in the

noon (or a* some other hour on the same day), and that there is reason to
believe that great numbers of persons will be prc^sent at such meeting ; and
whereas it appears expedient to us C. D. and E. K., two (or whatever the
number may be) of her majesty's justices of the peace having jurisdiction
within the said county {or as the case may be), that, with a view to the more
orderly holding of the said meeting, and the better preservation of the public
peace at the same time, the said meeting and all persons who may attend the
same, should be declared within the protection of R. S. O. c. 187, entitled ' An
Act respecting Public Meetings.'

" Now, therefore, in pursuanc* of the provisions of the said Act, and the
authority in us vested by virtue of the same, we, the said justices, do hereby
give notice of the holding of the said meeting, and do hereby declare the said
public meeting, and all persons who attend the same, to be within the protection
of the said Act.

B.M.P. — 6

RULES OF ORDER AXD PROCEDURE.

" Of all which premises all manner of persons are hereby, in her majesty's
name, most strictly charged and commanded, at their peril, to take espe( in!
notice, and to govern themselves accordingly.

" Willie V- nu! Ii.:iuls at , in the of this day

of , i8 ."

R. S. O. 1877, c. 177, Schedule B.

this

C. D., J. P.
E. F., J.P., &c

5. Ordinary notice of public meeting.

"Robert J. Klcniing, Mayor of Toronto.
"To all whom these presents may concern :

" Whereas I, the s.ud mayor, have rei cived the following requisition :

"We, the undersigned electors of the city of Toronto, hereby reqiie-;
your worship to convene a pul)lic mcetint;, to be held in St. Paul's hall, Yonyc
street, at 8 o'clock p.m. on Tuesday, the ;i day of September, 1893, forth*
purpose of considerin.i; the objects and propositions of the 'Toronto Aqueduct
Company,' more particularly in relation to the construction of a ship canal and
power aqueduct between (Georgian Bay and Lake Ontario, with its afilux at
Toronto." (Here follow twenty-five signatures.)

"These are therefore to make known that in compliance with the above
requisition, 1 do hereby convene a public meeting to be held in

ST. PAUL'S HALL, VONGE STREET,

On Tuhsd.w, iqth inst., at 8 o'clock, p.m.

" In witness whereof I have caused this proclamation to be made public at
Toronto, this 15th day of September, A.D. 1893.

[S.^;iedl RonERT J. FLEMING,

Mayor of the City of Toronto.
Mayor's office, Toronto, Sept. r5th, 1893.

2. The Puocrduue at a Public Meeting.

As soou HH a number of persons duly assemble at a certain
place and at a fixed time in accordance with a requisition under
the statute just mentioned, or in conformity with public advertise-
ment for the purpose of discussing a matter of public import, it is

PROCEEDINGS AT A PURLIN MEETING.

fi7

majesty's
especinl

d»y

, &c.

;ion :

by reciue>t
mil, Yonge
893, for th-
D AqueduLi
) canal and
its afllux at

1 the above

le public at

oionto.

a certain
tion under L4
advertise- |
iport, it is

the duty of any person, when so reqviired by law, to take the chair;
but iu the numerous cases of ordinary or primary public assem-
blages — for the discussion of municipal, political or other matters -
it is incumbent on some one responsible for callinrr the meeting,
or otherwise directly interested in its purpose, to call it to order,
and to move himself " That Mr. A. o" B. do take the chair."
This motion should be seconded and formally put to the nn eting,
like all other motions (see above, p])., 30, 31 for form and putting o(
motions). If a:other candidate bo pro[>osed — a rare occurrence
iu such primary or ordinary meetings — then the names arc pro-
posed iu the order of nomination (see (il>ore, p. 8), the same
person continuing to act as temporary chairman until the perma-
nent chairman is elected.

When the meeting has chosen a chairman, he will call the
same to order, and call upon it to appoint a secretary to keep a
record of the proceeuiugs. A memlv.T will move, and another
will second the motion, " That Mr. C. do act as secretary of this
meeting. When a secretary ha.^ been chosen in the same mode as
a chairman, he will assume his duties and kee)) a record of all
iiU)tion8, amendments, divisions and proceedings generally (see
above, p. 11).

No motions for the previous question, or for an adjourn-
ment, or irrelevant to the motioii- for the election of a chairman or
.". secretary, should be permitted.

The meeting being now regularly organized by the election of a
chairman and secretary, it is able to proceed with the Lusiness for
which it was called.

It is the duty of the chairm;ui to read the requisition calling
the meeting, or the declaration declaring the same to be under the
protection of the statu! ■ (see uhovv, pp. 63, G4). Or, in cases
of most ordinary occurrence the chairman should road the notice
or advertisement, if any (see above, p. GG), or in the absence of
sucii notice inform the assembly in a few words of the object, and
call upon such gentlemen, as he knows are especially interested, to
aildress tl; meeting.

RULES OF OllDEU AVD PROCEDURE.

When the meeting is a ward or district, oounty or other meet-
ing, called to discuss municipal or political questions, it is well
that an arrangement should be made between the leaders of both
sides — if such are represented — as to the order and length of
speeches. Such an arrangement should be embodied in a motion,
duly made, seconded, and put by the chairman, whose duty it is to
see that it is observed. In all cases of political meetings it is well
to limit the length of speeches to an hour or less, according to
the time at disposal of the meeting, and the importance of the
occasion.

In case the meeting is one for a definite purpose — to express
an opinion on a question of the day, or to promote some charitable,
benevolent or other public object — the promoters should always
be ready with a motion or series of propositions (commonly called
•' resolutions," though not really so until adopted) which will
enable the assembly to come to a conclusion on the matter
I'ihcussed.

Each motion, or proposed resolution, should commence with
the word " That," and amendments may be made thereto in
proper form (see above, p. 81 for forms). In case the proposed
motion contains separate paragraphs, or propositions, the sense of
the meeting can be taken on each, if it is so desired, by a motion
duly put by the chair, each paragraph being a distinct question to
be amended, debated and voted upon (see above, p. 35).

Firmness, courtesy, tact, impartiality and willingness to give
every one an opportunity to express himself on the subject under
consideration, are the qualities essential to every chairman. If
he finds the audience unruly, and the speakers inclined to that
invective and personal acrimony which prevent fair deliberation
and debate be should at once interpose and make such appeals to
the meeting as his judgment will dictate. If his authority is set
at nought, and the meeting gets beyond his control, it may be
necessary to leave the chair and declare the assembly at an end.
This will be the best course open to him in ordinary municipal and
other meetings of heated local controversy. At meetings held in
accordance with the statutory authority already mentioned, the

PllOCEEDINnS AT A PUBLIC MEEi'INQ.

chairman has large powers, and can have the aflaistance of the law
to maintain order (see above, p. 64), but even in Buch cases, when
it is obvious the meeting is under the control of an unruly faction,
and order is impossible, it will be bettor to adjourn the body at
once, than to evoke the interposition of the law, but all these
are matters entirely to be governed by the judp;tnent of the
chairman in each case as it arises. No positive rules can be laid
down to meet every exigency.

The chairman, in the case of ordinary meetings for the pur-
poses of public discussion, should occupy an entirely independent
position — like the speaker of a legislature — and should take no
active part in the debate. In board, business and society meet-
ings, it is necessary that he should be entrusted with the general
conduct of affairs, and the explanations of measures and questions
affecting the body, but, as it is well observed by a judicious
writer, (/) " in the case of a large assembly, called for public
purposes, this arrangement is wholly inapplicable, as the antaj,'o-
oistic responsibilities that attach to the leader of the debate and
the chairman who controls the debaters cannot, even under the
most favourable circumstances, be united without risk." " And,"
continues the same writer, " as it is of paramount importance to
maintain, with the utmost strictness, the absolute impartiality of
the chair, the limitation of the chairman to a single vote, given
only, when an equality of votes occurs, is the most expedient
course."

When a subject has, in the opinion of the chair, been fully
discussed, and the sense of the meeting is obviously in favour of
coming to a vote, he will ask, " Is the meeting ready for a vote ? "
If there is no doubt on this point, he may, in iLe case of pubhc
meetings of a general character, ask for the voices as already
explained (see above, p. 41, for mode of putting questions in
parliament). But, as a rule it is best for him to ask for a
show of hands ; and for the secretary to count them, and announce
them when completed on both sides. If there should be an

(/) Pal grave, p. 9.

RULES OF ORDER AND PROCEDURE.

equality of votes, then the chairman should vote, and if neces-
sary explain the reason of his vote (see ahoce, p. 42). The secretary
should alv/ays vote, by holding up his hand, on completing the
vote on the side which he supports. Sometimes, in important cases,
tellers are appointed to count the show of hands. The chairman
will say, " Those in favour of the motion will hold up their hands."
Each member will then hold up his right hand. The secretary or
tellers will count them. Then the chairman will sa}'', '* Those
against the motion will hold up their hands," and the hands will
be counted as before. The secretary or tellers, having added theii
own votes, will announce the result of the vote on each side ; and
the chairman will declare the motion carried or negatived. In
case a member holds up his hand by mistake, he should so declare,
and have th* error rectified before the chair declares the final
decision on the question ; otherwise the vote cannot be changed.
If a number of persons give their voices for the yeas or nays, they
should so vote. If they vote otherwise, even in a show of hands,
and it is eo shown to the chair befor'-s the decision on the total vote
is announced, their hands must be counted with the side on which
they had previously declared themselves by their voices (g).

Sometimes a vote will be taken in assemblies where everybody
is seated by calling upon members to rise in their places, and the
secretary or tellers, as in the case of a show of hands, will, by the
order of the chair count the votes on each side. In mass and
general meetings, however, a show of hands is the only convenient
method of arriving at the sense of the assembly on a question.
Names are recorded in legislative, municipal and other permanent
and regularly organized bodies only when there are special ruler to
that effect. A ballot can be taken only, as a rule, in exceptional
cases of nominations for offices and legislative seats, when secrecy
is considered expedient (see below, p. 76). It is not often feasible
or necessary in mass or ordinary public meetings.

When the business of a meeting is clearly finished, the chairman
should ask, " Is there any other matter before the meeting ? " Ii
there is none, then he should formally declare the meeting clo-^eii

I'j) See on thia point, Palf^rave, p. 56.

POLITICAL CONVENTIONS.

and leave the chair. In all important meetings, however, the
business is praciically closed by some one formally moving a vote
of thanks to the chairman for his impartial and able conduct as
presiding officer. Some one, for this purpose, is called temporarily
into the chair, and when the motion is duly made and approved by
the meeting, the chairman may express his thanks, and then resum-
ing the chair declare the business at an end, as just explained.

3. Political Conventions.

The organization and meeting of conventions, summoned to
nominate certain persons for public offices to be elected by the
people, or for representatives in the state legislatures, or in the
national house of representatives, or for nominating presidential or
vice-presidential candidates, have reached a completeness in the
United States that no country in the world can in the least degree
approach. This system of conventions necessarily arises from the
fact that democracy is the form of government, and that it has neces-
sarily required, for its perfect action, a complete machinery which
will give the fullest possible expression to the voters in every ward,
town, city, county, state, and in the republic at large (h).

In Canada the same complex machinery has not yet been
established either in municipal or political affairs. A considerable
development has, however, of late years taken place in the organi-
zation and operations of the political caucus and convention to
nominate candidates for seats In the provincial or dominion legis-
latures, and to advance the objects of the respective parties. Under
these circumstances, the procedure that should govern a convention
of delegates, called for such a purpose seems necessary in a work
of this character, which it is wished to make as comprehensive
as possible. The rules laid down, however, will be understood
to apply, generally speaking, to any large convention, or assembly,
or conference for other special objects, not necessarily political.

As a rule, when it is necessary to nominate candidates for the
provincial legislature, or the dominion parliament, and to express

{h) ScB Professor Bryoc'a " American Coniinonwealth," 2nd ed. of 1889, vol. II.
pp. 80-89, and note in the app. to timt excellent work.

UUI.KS OF OIIUKU ANIt P.t< ti KIMMIF.

opiniotiH on the quostiotiH of tho ilay, il»'l«'tj;i\ti'H aro olortod in ♦•vrry
diHtrict to a cimvention, oiillod lor a certain timo and placo by tln'
party nsnocintion of tliG city, county or other diHtrict. Tlio ninnln r
of di'lofj;atpH to tlip oonvtMition from oach voting precinct or diviHion
in a city or I'ounty is lixod {j;on(M'ally by the c«>ntral aHHociation and
they are eh'ctcd by a meeting in <'ach 8uch precinct or (hviflioii
duly called ior th»t purpoHC. Each deh'^ate Hhould have hiH C( r
lilicatt> of election duly signed by the chairnuin or H<!crctary (or \>\
both) of the meeting that has elected him. It in also adviHaJth< timt
(he *' altcMMuvtes'Or *' subHtituteH " choHen by th«> H«iveral diHtrict
or primary meetings, to act in tb*' absence^ of the delegate, hIiouM
be prepari^l with their certilicates in the prop* r form. It is alwayn
advisable that such subHtitutos be ap|)ointed to prevent a d( legn
tion from being incomplete at a convention, and the district couhc
(piently not adecpiately rc^presentod.

When the convention meets, generally at the call of the central
party con\mitteo or association, the lirst duty is the api)oinlnu»iit
of a chairman.

The chairman of the cimnuittee in ipiestion will, as a rule, with
the permission of the mei>ting, call it io o'" ler ami [>reside tempo-
rarily. A genth'man nuiy also be ;«. '> (i to act as temporary
secretary, generally the secretary of the C()mmittee hi (piestion.

The chairman of the conuuittee or association is himself oftdi
chosen as the permanent chairman of the convention on a motion
duly made, seconded and put to the meeting by the chair (Im
form of Motion, see ohori', p. '11). It is j>r(>ferable that the coii-
veniion^hould always have the choice of electing its own chairman.
In case of opposition to a candidate for the chur, a motion should
be proposed in due form, and the vote is taken on each in order of
nomination ; that is, if the Ih'st name is rejected, then the secotid
is submitted to the decision of the meeting (see above, p. 27).

The vote can be taken in this case, lirst by the voices (see above,
p. 41), and then if the chair cannot decide, by a show of hands
vsec above, p. 70).

I'OMTM'AL •ONVKNTIONH.

7:{

WlioM tbo iMTtimnoni (ilitiirnuiTi jh rlioHcn, ho callfl upon tho
iiii'i'tin^^ i«) appoint a pornmncnt HccrntMry K^norally tho acting
ollicor. In c'.aHo, howovor, of opposition, tho |»roct(luro in tho
(•iiH(» i>f tho chairnuin Hhouhi ho followed. If noooHHary, an aHHia-
tiint Hcorotary can ho appointed whon thoro in a ^^ood deal of
IniHinoHH to l»o tranwaotcd honidog noininatin;^ <'an(ii(hitoH for par-
liiuiiont.

Whon tho oonvjMilion liaH h((on thiiH prof)orly ori^aiii/,(!d, imd tlm
iiicttinK iH iikoly to ho of noirio duration, it iH woll that it Hhoiild
1)0 a}4r«;o(l, l»y rcHolutionH formally adopted (ff)r fortii of hucIi, nrc
((/;(>/<', p. JH), tiuit all Hpoakcrn ho liniitod to a cortain tiiiu!, and that
tho ndoH of dohato in parliainf^nt ho followed aw far mh [)raoticahle
in Huch a hody. 'I'liiM rule would prevent fruitloHH dJHCMiHHion and
limit all nienii)HrH to ono Hpoech of acMirtain length on oaoh motion
i»r (piL'Htion (hoc nhm-e, p. ISi).

If the chairman of tho aKHociatioii Ih choHon chairman -f tho
luoetin;^, hv may tlmn call attention to tho ohjcot for which they
woro called (hoo hrlmr, p. 7'1), (tnd (,o the ii« ccKHity of iirHt exainininjj;
tho credentialH of tho varioUH dolet^alioiiH. That iH t > Hiiy, hoforo
proceeding to delih(!rato Motion on i\u' huwineHH hefrjro it, it miiHt ho
known if tluMuooting iH propc^rly and fully conntitutod. SometimoH
it iH coiiHidorod HulViciont if oach delegate or HuhHtituto prose-ntH
liis cortilicato to tho Hocrotary, and has it duly rocordod. I'.iit tho
bettor practice is to follow that in vof^ue in the United StatoH and
iippoint a Bin ill cornmitteo to examine and repr)rt on tho creden-
tials (/). Such a coniniittoe in tho l.'nitod StittoH is j^onerally
appointed by tho chairman in accordance with foii^'roHHional UHa;^'o,
which j^ivea tho Hpoakor that nnportant power. In Canada,
however, tho parliam(!ntary law requircH that a member of the
convention nhould move, and another bhould Hocond, a uiotion in
Homo such form a.i thJH :

"Thai Messrs. [name the members, generally three or five] be appointed a
s(;lc( t roniinittee to examine and report as soon as possible on the credentials
of (liMcijates to this convention."

(i) See jirooedure in a labour organization, below, p. 89.

RULES OF ORDER AND PROCEDURE.

This motion, when proposed, is debatable, and open to amend
ment by the subatitutiou of other names. But when a name has
been once agieed to and inserted, it cannot be struck out by the
insertion or substitution of another (see above, p. 34). It is,
however, competent to make any addition to the number of the
committee on a motion duly proposed and put (see above, p. 34).

When the committee has been chosen, it should at once pro-
coed to discharge its duty of examining the credentials of delegates
and substitutes, and enquiring into the merits of disputed claims—
not an unusual occurrence in important conventions. It is not
unusual for the permanent chairman of such conventions as
we are considering, like a president of a literary, scientific or
business society, to take the opportunity, while the committee
is occupied, to deal with those public questions which interest
the meeting. If, however, he should prefer to address the meeting
immediately on his taking the chair, then, on the appointment
of the committee he can adjourn the meeting, for a certain
time, or at the call of the chair — that is to say, until the com-
mittee has notified the chairman that it is ready to report. Then
the chairman calls the meeting again to order, and the committee,
through its chairman — generally the mover of thu motion for its
appointment — brings up the report which is at once considered,
and adopted in its entirety or amended in any particulars. In
case of difference of opinion, and consequent division on any con-
tested case or other part of the report, only members whose right
to their seats is undisputed can vote. As a rule the meetings, like
legislative bodies, will accept the report of the committee to whicb
it has made a special reference of matters of detail and investiga-
tion (for consideration of report of a committee see above,
p. 51).

After the committee's report has been properly disposed of,
and the meeting has been fully constituted, the chairman will
call upon the members to proceed to the nomination of candidates
for the constituency.

It would be advisable to follow the practice of some municipal
councils in cases of the election of wardens and otbb' M^i'tfrs

POLITICAL CONVENTIONS.

Fifth Part of this work, I. sec. 8), and liaw^ a rule that nomiuations
be made w'ihin an hour, or less time.

When the nomination of candidates has heen formally hegim,
a memhor will rise and propose a name with auch remarks as he
thinks necessary in advocacy of his nominee. A seconder will
follow and support the nomination. The motion should he duly
proposed by the chairman who will, at the same time, ask if there
are other names to be submitted. If there are no other candidates
he will at once take the sense of the assembly ui)on the motion
by asking for the voices (see ahnvc, p. 41, for form), and if they are
given unanimously — as will most probably be the fact in such a
case — he will declare the candidate the unanimous choice of the
convention. It will then be in ordt'r for members to congratulate
the candidate and for him to express his acceptance, and give his
opinions on the questions of the day. In the event of this address
it is always competent for the chairman to ask for him an exten-
sion of time should he exceed it.

If there are other candidates, then each is formally proposed,
as in the first case, the chairman proposing each motion regularly,
and asking for further nominations until they are completed.

When all the candidates are nominated it is for members to
discuss the merits or claims of each. In this case each member
should he confined to the rules of debate — the time limit (when
any) and one speech ; for though there may be half a dozen or
more nominations the only question really before the body is the
nomination of a candidate. It is also not unusual for candidates
themselves, when present, to say a few words, accepting the nomi-
nation in formal terms. It frequently happens then, or before the
vote is taken, one or other of the candidates will decline the nomi-
nation, either personally or through some friend authorized to
s'^ak for him. In such a case the chairman should put tlie
question wiiether the member who proposed the name should have
leave to withdraw the motion — a permission always accorded
under the circumstances.

A vote may be taken by a show of hands, a ballot, or even the
recording of the yeas and nays. When, under exceptional condi-

UULKS OF OllDElt AND PROCEDURE.

kions, tbe meeting is fNlly constituted and the seen ry has in bis
possession the roll of deiegates duly authorized by tuii meeting on
tbe report of tbe committ'.e, it is always possible to adopt the
ballot or even record tbe names with some accuracy. Accordingly
tbe meeting should at an early part of the proceedings when the
organization is complete and some rules of procedure are adopted,
provide the methods of voting by a formal resolution. The ballot
is preferable in cases of nominating for officers or for parliament.

When the meeting is ready for a vote the chairman will pro-
ceed to take the yeas and nays, in case that is the method required.
He must put the question on the name of the candidate first pro-
posed as in the case of the speakership of the commons (see abovr,
p. 27). The secretary, having a list of the delegates before him,
will call each name alphabetically, and members will answer yea
or nay, and be so recorded. After all of the delegates present are
so called, it is advisable to read over the names on each side in
order that members may be able to correct any inadvertent mis-
takes. The total number of yeas and nays will be announced by
the secretary, and the chairman will declare the motion carried or
negatived. In the latter case, the chair will proceed to the next
motion which will be decided in the same manner.

But the taking of yeas and nays is cumbrous and unsuited to
ordinary conventions of this character, and it is expedient, as a
rule, to adopt the ballot as more expeditious since the meeting 1ij)<
an opportunity of coming to a decisive vote immediately by out
ballot. Two methods of taking the ballot may be used in conven-
tions. The chairman may appoint two tellers, who are also
scrutineers, and distribute slips of paper (A;) furnished and initialled
by the secretary, upon which each member of the convention, includ-
ing the chairman, writes his vote. The votes are then collected,
counted by the tellers, and the result reported to the chairman,

(k) It would be well if such slips of paper contained the namee of all the nom
in'ees of the convention, so that each delegate could affix his cross X as at })ublic
elections, but such a practice would be hardly feasible, as in small bodiiH like
municipal councils unless the convention gave time to the clerk to prepare the b:U'
lots iu this more regular way. A proper box should be also provided.

POLITICAL CONVENTIONS.

as in his
eeting on
)tdopt the
icordingly
when the
3 a'lopted,
[he ballot
a,rliament.

a will pro-
1 requireil.
e first pro-
(see ahovi',
)efore liim,
mswev yfcii
present are
lach side in
ertent mis-
nounced by
1 carried or
;o the next

unsuited to
dient, as a
eeting hn^
;ely by o]^^^
in conven-
are also
,d initialled
on, in c 1ml-
collected,
chairman,

If all the nom

as at jniblic
111 bodies like
lepare the bi^l'

who announces the result of the vote in some such words as these:

"The whole number of votes east is ; the number noctssary

for an election is ; Mr. A. received ; Mr. B. ; Mr.

C. ■ . Mr. B., having the required number, is the candidate

duly elected by the convention to contest the constituency." Or,
in case no candidate has received the required number of votes—
generally a majority of all the votes cast — another ballot must be
taken, and the balloting must be continued until a decision is
reached.

Where there is only one candidate for an oflSce, and the regula-
tions require the vote to be by ballot, it is a common practice to
authorize the secretary to cast the vote of the assembly for such
and such a person, but this is not regular, since secrecy is the
essence of the ballot ; it is better to move a suspension of the rule
for the ballot, and ask that a candidate be elected unanimously.

In counting the ballots all blanks are ignored.

Another and more accurate mode of taking a ballot at a con-
vention may be suggested. The clerk or secretary, at the time the
ballot is called for, can call the roll of the delegates alphabetically
and each delegate or substitute should come to the table, and hav-
ing been handed a slip of paper, should record bin vote, fold the
same, and hand it to the clerk who will atlix his initials thereon,
:ind placing a check simply agaiuHt the voter's nnme, deposit it
in a box. In this way each vote inuy be duly recorded, and when
the ballot is concluded, the secretary will open and count the votes
i in the presence of two scrutineers, appointed by the chairman, who,
as in the previous method just described, will announce the result.
This method is less expeditious than the other, but it is more
reliable and ensures secrecy besides.

The chairman should not take any part in the debates of the
convention after his address at the commencement of proceedings,
"xeept to fill the necessary functions of chairman ; inform the
meeting on points of order, or the ordinary course of proceeding
when it is advisable to do so, or at tim(;8, instead of ruling motions
out of order at once, suggest how the desired object can be accom-
plished in order to facilitate the business of the meeting. As

RULES OF OltDEU AND PROCEDURE.

an eminent authority (/) has said, " the great purpose of all rules
and forms is to subserve the will of the assembly, rather than to
restrain it ; to facilitate and not to obstruct the expression of their
deliberate sense."

The cliairman, as a member of the body, has the right to vote
wlu>n the vote is by ballot, but if be neglects to vote before tlie
bftllotH are counted, he cannot then vote without the permission
of the meeting, and it is very doubtful if it should be granted
even then. In case he wishes to vote, his ballot should be fiist
given to the secretary. In the majority of cases, however, it is not
unusual for the chairman to refrain from voting, even in a ballot.
In case the vote is by yeas and nays, the chairinsm should follow
the parliamentary practice and vote only in case of a tie. The
secretary should vote, as he may deem expedient, in every case.

When the convention has made a choice in any way, the suc-
cessful candidate, if present, will thank the meeting formally, and
addresses will be in order (as before stated on p. 75).

The convention, I have brieily described, is one for the nomina-
tion of candidates, but the rules and usaj^os will apply to any body
of larger scope. In case it is intended to adopt a platlbrm or series
of resolutions, embodying certain opinions on political and other
questions, it is sometimes expedient to appoint a small committee
simultaneously witli that on credentials to draft such proposed
resolutions and report them fcir the consideration of the meeting.
Wiien the report is brought up, it may be considered as a whole or
paragraph by paragraph — the noni convenient course when there
are a series of propositions for dihate. Kach pnr/igniph is tlieii a
question to b') adopted, negatived, or alii' iidod, aecording to lln
soiiHo uf tliu liieetiiig (see nliiii'i'-f p CI, for procedure).

It Is not nb.solutely or always neoeseiiry, howovd', Mifii siiil
resolutions should be initiated by i committee in ordinary con
ventions and ii,tttMnblieH, but only on occasiou wljtn if in adviH I'i'M
to consider with //reat tiiu'n nnd dellheratioii IJifi principles of parly
action, or the leading details of sonui luuimwu tllMIt ii'MHtll Jh^ lll'<

(/) Cashing, p. WiO.

ORGANIZATION AND MEETINGS OF SOCIETIES.

public miud. Each assembly is tho best judge of the procedure
expedient in its own case. In the innjority of cases, motions em-
bodying certain viewvs on public topics may be conveniently brought
up by individual members and immediately debated without the
iiitcivention of a committee.

When the business of a convention is understood to be concluded,
the thanks of the body will be unanimously voted to the presiding
olliccr and secretary for the ellicient discharge of their duties. The
chairman, having temporarily vacated the chair while this is being
done, with another member presiding, will deliver a short addiess,
thanking the assembly for their kind appreciation of his services,
and at the same time make some general remarks on those features
(jf the meeting that require his comment. Having done thi^i, the
chair. nan will declare the convention adjourned sine die, and leave
the platform.

4. OliaANIZATION AND MkETING OF BkNHVOI/ENT, JjITERART,

Scientific and othki; Socieiies.

Prefatory remarks.— I come now to refer brieH • to the forma-
tion, constitution and regulations of thosv soniowhiit numerous
fiociities that exist in Canada for the purposes of common study
and investigation or for the promotion of benevolent, charitable, or
other objects. When it is proposed to establish such an association,
notices should be published in the newspaper press of the locality,
and sent to those persons most likely to take part in the project,
of the time and place of meeting.

First meeting for organization.— As soon as a sufficient
number of persons are assembled, one of the promoters should be
moved into the chair, and a secretary appointed for the purposes
of the meeting until a permanent organization has been completed
(hoo iiliDve p. 67, for procedure as in ordinary meetings).

When the temporary officers are a])pointed, the chairman should
niid tlpi iidflcii) Hiim moiling the meeting, and call upon any one
interesteil hi the matter to address them. The sceretary should
iuuip Ibi) liilnuteH as In all cases of public or other meetings (see

RULES OP ORDER AND PROCEDURE.

above, p. 11, for form). For the discussion of this informal meeting;.
no rules need be laid down, as it may be considered rather in tlh;
nature of a committee of the whole, when the object in view can
be best promoted by a full and free debate. Good sense and
relevancy are the qualities necessary on the part of the speakers ;
tact and judgment are, as usual, the requisites of the chair. But it
is essential that no discussion shall commence, and be allowed to
proceed, until a member has proposed, and another has seconded,
ti motion as a basis of consideration and dedbate. Such a motion
should briefly sot forth :

That in the opinion of this meeting, it is desirable to form a society in this
city {or other place) to encourage studies and investigations in literature and
science, or whatever may be the special object of the proposed association
(see ado7/e, p. 30, as to the form and putting of motions).

After ample discussion of this motion, it should be put by the
chair, and if carried, it should be at once the duty of a member of
the meeting to propose another for the formation of a select com-
mittee in these terms :

That Messrs. be a committee of members to frame 1

constitution for a society to encourage studies and investigations in literature
and science, and to report thereon at a meeting to be called at o'clock.

p.m. (or a.m., as the case may be), on the day of instant in thi^

hall {or such other place as may be most convenient).

As a rule the name of the society may be most conveniently
left to the committee. If, however, a special name has been
suggested and approved in the course of the debate, it can be
formally moved after the general resolution for the formation of a
society has been adopted. In that case the motion for the com-
mittee will set forth the designation of the proposed association.

Then a committee having been agreed to, the business of the
meeting for the time being is at an end, and the chairman will
formally adjourn it until the hour and day already fixed.

Subsequent meetings. — The meeting having resumed at the
time and place to which it had cijourned, the same presiding
officer and secretary will occupy their respective places. Should
they be unable to attend, two other members will at once be
appointed.

OIKJANIZATIOX AND MT:F,TIXf;s or SociKTIKS.

The cliairman will call the meeting to order, and ask the secre-
tary to read the laiuutes of the previous sitting. When the
reading is completod it is open t(» niemliprs to make correcliona in
case of errors; and then tlic cliairman will ask, "Shall the
iiiiiiutes be confirmed (or approved) ? " When this motion is
agreed to, it is usual, though not necessary, for the chuirman to
sign the minutes (see above, p. 11, as to miuutts generally).

The chairman will then enquire, "Is the committee appointed
to report a constitution for the proposed society read ■ to report?"

If the report is ready, the chairman of the comuntt*' will
bring it up, and either read it himself or have it rcaii hy the
secretary — the usual parliamentary course. The report should
he that of the niiijority, he duly signed hy the chairman, and no
minority report is in order (see ahovr, p. 50). should one he
Bubiuitted.

The report, in all cases, should commence with the order of
reference as .follows :

"The committee :ip|>ointeti to frame a constitutinn for a society to cm oiir-
a^'c btiuiies ami investigations in literature and scien( o '"/ whatever the
object may be) respectfully submit the follo\vinj( as a rccomMundalion :

Then should follow the draft of tho constitution.

The chairman should formally move " That the report be now
considered," and when the meeting has agreed to such a motion
the document will be open to debate, amendment and adoption,
(see above., p. 51, as to committee reports). The most convenient
course is always to consider such a report iu detail — that is to say,
paragraph by paragraph, each being a separate motion or ques-
tion (see above, p„ 61), to be discussed, amended, accepted or
negatived, as the meeting may finally determine.

The report should contain the constitution of the proposed
society — that is to say, its fundamental law, setting forth the
object, name, character of the membership, and designation of
principal officers, with such other details as may properly be
therein embodied.

B.M.P. — 6

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RULES OF ORDER AND PROCEDURE.

When the constitution is adopted, then the chairman will call
upon the persons present who wish to become members to sign a
roll of membership prepared by the secretary, and for this purpose
*jhe meeting can be adjourned definitely for a certain time, or at
the call of the chair. That ia to say, the chairman will either say,
** Is it the pleasure of the meeting that it do adjourn for half an
hour?" and he will formally put the question for adjournment ; or
he may simply ask the assembly to resume in half an hour, when
he will again take the chair.

On resuming, the acting chairman will take the sense of the
meeting — strictly speaking of the members of the new society as
they appear on the roll duly signed — whether it should proceed at
once to the election of officers. If this is agreed to, a motion
should be made for the appointment of each officer designated in
the constitution. These officers are generally a president, one or
more vice-presidents, a secretary, a treasurer and a council ; or
otherwise. The question should be put on each motion for the
appointment of officers. In case of a difference of opinion on any
proposed name, the rules that prevail in parliament in similar
cases should be followed (see above, p. 8), and the motions for
each appointment taken in their due precedence. The sense of
the meeting will be taken almost invariably in these preliminary
meetings by the voices or show of hands ; and it is rarely that the
ballot will be used, and thon only by a formal motion to that
effect before the meeting proceeds to a nomination of officers.

When the officers are duly appointed, the temporary chairman
and secretary should vacate their places, and the new officers elect
assume their duties. After thanking the meeting for the honour
conferred upon him, the president, or whatever may be his designa-
tion, should ask if members have other business to propose.

It is in order then to make a motion for the appointment of a
select committee of three or more members — a small number being
preferable, as a rule — to draft a code of rules of procedure and
order for the society. Frequently the same committee that framed
the constitution will be appointed for this purpose. Indeed, it is

ORGANIZATION AND MEETINGS OF SOCIETIES.

not unusual to give tbera authority iu the first instance to frame a
constitution and regulations, and, in such a case, both will be
embodied in the one report and considered at the Eame time. But;
it is more convenient, and indeed more regular, to frame a consti-
tution in the first place ; in other words, to lay down the governing
principles of the nev/ association ; and when these have been agreed
to, and the society has been formally organized, it is the proper
time to adopt the necessary rules of procedure.

When the committee has been appointed in this way, it appears
most convenient to adjourn until a later time that sufficient oppor-
tunity may be given to the committee to perform their important
duties. Before the adjournment, other business that may be abso-
lutely necessary can be conveniently disposed of, but not such as
may evoke controversy. The constitution and rules of procedure
should be necessarily determined before the society or association
proceeds to discuss the subjects which come under its purview.

Accordingly the meeting will be adjourned on a motion duly
made to a later hour or day.

At the meeting for the consideration of the regulations, the per-
manent officers will occupy their respective places at the fixed time.
The chairman will call the meeting to order, if he is of the opinion
that there is a majority of the members on tbo roil — the common
law of such bodies requiring a majority of the whole in the absence
of express provisions for a less number. When there is a quorum,
the minutes will be first read and confirmed as in the previous
meeting, and the chairman will then ask if the committee on rules
and regulations is ready to report and the reply being in the affir-
mative, the chairman will bring it up and read it himself, or hand
it to the secretary for that purpose.

The report will be in conformity with the rules applicable to all
such reports (see above, p. 60), and will commence with the words :

"The committee appointed to draft a code of regulations respectfully
submit the following as a recommendation to the society."

Then should follow the rules and regulations in a series of num-
bered paragraphs.

RULES OF OllDEU AND PROCEDURE.

The report, having been taken into consideration, will be read
and discussed paragraph by paragraph, as in all similar cases
(see above, p. 51). It is always advisable for the chairman to have
the report in print, when it is practicable, so that every member
may be able to discuss it intelligently. Be that as it may, the
regulations must be very carefully discussed. When each para-
graph has been discussed and disposed of in due order it is not
necessary to put a question on the whole report.

At these several meetings for organization, the rules that pre-
vail in committees of the whole may conveniently govern all the
debates and proceedings, but when the regulations are under con-
sideration, either in the select committee or in the society itself, it
is necessary to consider whether special rules should not be made
for limiting the debates of the association.

All societies and associations that are of a permanent charac-
ter should, at the earliest practicable date, obtain from the proper
legislative authority an Act of incorporation (n) embodying their
constitution and giving them power to hold and sell property and
dispose of such moneys as may be bequeathed or granted to them.
Such Acts of incorporation are initiated as private bills and do not
require the notices in the dominion or provincial gazettes and in
the local papers that are necessary in other cases of legislation for
companies and undertakings formed for pecuniary gain and advan-
tage. It is also usual for the legislature to refund the ordinary
fees in the case of all scientific, literary and purely charitable or
benevolent associations (o).

The procedure I have here sketched out may apply to all societies
whatsoever, and not to one class necessarily.

(n) For form of incorporation of a literary and scientific society of a dominion
character, see Act incorporating " The Royal Society of Canada," Dom. Stat, of
1883, c. 46. For constitution and regulations of the same, see Transactions, vols.
I. and IX. The statute books of the dominion and provincial legislatures coiit:iin
numerous Acts that form a guide for all classes of associations. But in every ca^i
a solicitor should be employed to draft the Act embodying the constitution of tin
ociety.

(o) See Bourinot, p. 730.

MUTUAL BENE^^IT AND PROVIDENT ASSOCIATIONS.

5. Mutual Benefit and Provident Associations.

The " Grand Council of the Catholic Mutual Benefit Association
of Canada," incorporated by Act of parliament of Canada in 1893,
56 v., c. 90, has a very elaborate constitution and code of by-laws
and regulations, and ia in these respects a model for other benevo-
lent and provident societies.

The general principles of the parliamentary law regulate order
and decorum in this association, as in all other assemblies.

An appeal is allowed (without debate) against a decision of the
chair, when seconded by two members in good standing, and put in
the form, " Shall the decision of the chair stand as the judgment of
the council {or branch)?" The chairman may succinctly explain
his decision, and necessarily cite authorities. A two-thirds vote
of those present can alone reverse the decision of the chair (for
parliamentary rule of putting such questions of appeal, see above,
p. 39),

All motions must be duly seconded and " stated," that is pro-
posed by the chair ; and each shall be written at the request of the
chair, the secretary, or any two members — a departure from the
strict rule of parliament, hardly in the interest of business or order,
since it may lead to loose practice. All motions should be written,
except those of a purely routine character (see for parliamentary
rule, above, p. 30).

No member shall speak more than once on a question until all
others have had an opportunity of doing so ; nor more than twice,
oor more than five minutes at any one time without permission of
the chair or of the meeting, i.e., of a majority of the meeting.

Another rule gives greater latitude than in parliament, viz. :

" 8. A member presenting a motion or [proposed] resolution may preface it
by a few remarks bearing distinctly thereon ; this shall not preclude him from
speaking on the qnestion the same as other members, and he may close the
debate."

On the call of three members, yeas and nays may be taken and
recorded ; voting, as a rule, is in the usual way, by voices, by such

RULES OF ORDER AND PROCEDURE.

signs as holding up hands, by yeas and nays, or otherwise, as the
meeting may determine ; but in the case of election for officers it
must be by ballot (for mode of taking the ballot, see above,
p. 77). The chairman has always a vote like any other member in
the council meeting, but the rules give him no casting voice ; on
the other hand the president of a branch can vote at the election
of officers or on the balloting for candidates, and when the mem-
bers are equally divided on other questions he has a casting voice.
He can, however, vote on any question in a branch (see sec. 197 of
** Constitution and By-laws "), ** when he is one of only seven
members." Rule 24, which applies to all meetings, requires every
member to vote and serve on committees and accept nominations
unless excused by a majority vote or otherwise incapacitated.
Direct personal interest would be a disqualification in this sense
(see above, p. 43).

The following are :

6. " Privileged questions " : — When a question is before the meeting no
motion shall be received, unless it be :

1. To adjourn (see below, R. 28).

2. To lay on the table (see below, R. 29).

3. The previous question {s&q below, R. 12).

4. To postpone indefinitely (see below, R. 11).

5. To postpone to a certain time.

6. To refer.

7. To recommit.

8. To amend.

"And these motions shall take precedence in the order enumerated. The
first four shall be decided without debate."

For precedence, see beloWy Methodist Conference, r. 10. A
*' privileged question " means a question which is always in order,
and has a certain precedence, as stated in the rule above (see a
definu.'on by the American authority Roberts, above, p. 25n).

' The same rule is subject to the following limitations : —

II. When a subject has been indefinitely postponed, it cannot again, during
the same session, be taken up and considered ; nor can a subject which the
meeting has refused to consider be taken up that session.

MUTUAL BENEFIT AND PROVIDENT ASSOCIATIONS.

meeting no

For oaeaning of " session," see above, p. 7.

By rule 6 above, the previous question is privileged, undebatable
and has precedence over all other motions therein enumerated,
except to adjourn or lay on the table. A later rule provides :

12. "On motion, a majority of the meeting may demand that the previous
question shall be put, which shall be always in this form: 'Shall the main ques-
tion be now put?" and until it is decided all further motions, amendments and
debates shall be precluded.''

That obviously means the previous question, as practically used
in the United States (see above, p. 15) ; it can be proposed and put
on amendments, but when it is once proposed no further motions
are allowable. But it is clearly subject to rule 6 above, which gives
precedence, 1st, to adjourn (undebatable) ; and 2nd, to lay on the
table (undebatable) which are privileged and consequently always
in order. It must be also subject to the ordinary parliamentary
rule, as to the effect of a vote carrying or negativing the previous
question (see above, p. 14).

The following rule makes other limitations with respect to
adjournment and laying on the table :

28. " Adjournments. — A motion to adjourn shall always be in order except,
1st, when a member is in possession of the floor; 2nd, when a vote is being
taken ; 3rd, when it was the last question or motion put ; 4th, when it has been
decided to act upon the last question ; 5th, when a motion to consider a question,
which could not be legally considered at a subsequent meeting is before the
meeting. A motion to adjourn shall be decided without debate, but, if decided
in the affirmative, it is no adjournment until the meeting is closed in due form."

29. " Table. — A motion to lay on the table shall be decided without debate
and cannot be reconsidered at same meeting."

In rule 28 above, the first three limitations to the putting of a
motion of adjournment are according to parliamentary rule (see
above, pp. 33, 38). The meaning of No. 3, " when it was the last
question put," is obviously that, once negatived, it cannot be again
moved unless some other question or business has first intervened
(see above, p. 33).

88 RULES OP ORDER AND PROCEDURE.

The rules also provide for recoasideration as foUowa :

17. "After any question has been decided, any member who has voted in
the majority may at the same or next regular meeting move for a reconsidera-
tion thereof, but no discussion of the main question shall be allowed until the
inotidn for reconsideration has been carried. When a subject has been
indefinitely postponed or a reconsideration thereof refused, it shall not be again
taken up during the same session."

The last sentence seems an unnecessary repetition of rule 11,
given above. A motion to lay on the table can only, under rule 2!)
(see above, p. 87), be reconsidered at a regular meeting next after
the one where it passed.

A subsequent rule gives another opportunity to annul a pro-
ceeding when reconsideration is not in order, viz. :

35. " Repeal or rescind. — A motion to repeal or rescind a inotion shall be
offered in writing and announced at a regular meeting at least one week before
action shall be taken thereon, and shall only be in order when the motion to
reconsider is no longer available."

6. Trades and Labour Organizations.

The induptrial development of Canada has given rise to an
immense army of workmen who have of recent years formed them
selves into various associations for the purpose of protecting the
interests of their particular trades, and at the same time asserting
the claims of labour to just consideration. These associationa can
be organized in the way explained in the foregoing section in rela-
tion to societies generally. In addition to the constitution anu
by-laws which govern their special interests, they have neces-
sarily adopted rules of order and procedure for their respectivi
meetings.

I. Trades and Labour Council of Toronto.— The followiu-
code, taken from the constitution of this council, will sufficiently
for my purpose illustrate the nature of the rules that are gener-
ally in vogue among the numerous industrial associations of
the Dominion. As a rule these organizations are governed by
the general principles of the parliamentary law given in the first
part of this work, in the absence of special rules or usages regula-
ting their proceedings.

TRADES AND LABOUR ORGANIZATIONS.

It is the duty of the president to preside at all meetings, and
in the case of the absence or the resignation of that officer, the
vice-president performs his duties in the chair (see below, rule 19).
The other officers are the recording and corresponding secretary,
financial secretary, treasurer, librarian and serjeant-at-arms, all
of whom are elected by a majority of votes cast by ballot. The
following is a copy of the rules of procedure with such remarks as
suggest themselves after any rule :

1. " The meetings of the organization shall be opened at the

appointed time."

The constitution fixes the regular meeting on the first and third Friday of
each month, at and from the hours of 8 p.m. to 1 1 p.m., and at such place as
the majority may from time to time determine. The time may be e.vtended
with the consent of two-thirds of the members present. See article 3, sections
I, 2, of constitution.

2. *' The business of each session shall be conducted in the
following order :

(i) " Calling the roll of officers by the secretary."
A special rule of this society.

(ii) " Reception of credentials and report of credential com-
mittee."

The president appoints (article viii. section 6, of constitution) at each session
this committee consisting of three members, whose duty it is to examine the
credentials of all delegates seeking admission, and see they are properly signed,
and sealed, and accompanied by the address of the delegate, and of the secre-
tary of the organization sending him (see above, p. 72).

(iii) " Reading of the minutes of last meeting."
See above, p. 1 3.

(iv) " Calling of roll of delegates. This order shall not be
suspended except with the consent of two-thirds of the members
present."

This should be done alphabetically.

(v) *' Election and installation of officers."
See article vi. section i, and above, pp. 8, 27.

(vi) "Reports of standing committees read and disposed of."

RULES OP ORDER AND PROCEDURE.

Four standing,' crmmittces of five members each, "lej,'islative, municipal,
educational and oi^anization," are nominated and elected at the last regular
meeting in January and July — each member to have a majority of votes cast.
Each committee must report in writing. No member can be appointed on a
committee unless he was present and consented to serve at the time of appoint-
ment (see above, for parUamentary rules, pp. 48-51, as to committees).

(vii) " Keports of special committees read and disposed of."
See parliamentary rules of committees, above, pp. 48-51.

(viii) " Receiving and disposing of communications from local
organizations and other correspondence."

The secretary should have all such documents arranged and endorsed ; the
endorsation should be read as a rule, unless a member wishes a paper read
at length (see above, p. 52, as respects petitions in parliament).

(ix) " Unfinished business."
The secretary should have a docket ready for the meeting.

(x) " New business."

This must be such business as can be presented in accordance with the
rules and usages of the council.

(xi) " Report of receipts."

A special procedure necessary to all such organizations.

(xii) "Adjournment."

At the hour of 1 1 p.m. the meeting must adjourn, unless two-thirds of the
members agree by a vote to exiend the time (see above, p. 89). An adjourn-
ment will throw over all business until next meeting when it must be taken up
under head of " unfinished business," as above.

3. ** The regular order of business may be suspended at any
time by the president to receive the report of the credential com-
mittee or by a two-thirds* vote for the transaction of special
business."

This is a privileged proceeding like messages from the crown or senate in
parliament. Business is immediately resumed at the point where it was inter-
rupted under this rule (see Bourinot, p. 461).

4. ** Every motion and resolution shall be made in writing at

the request of the chairman, except merely formal resolutions."

This leaves the matter practically in the discretion of the chairman who
should, however, never fail to follow parliamentary usage, as above, pp. 11, 30,

TRADES AND LABOUR ORGANIZATIONS.

ince with the

ind demand written motions. The merely formal motions are to adjourn, lay
3n tl>e table, commit, recommit, previous question (see above, p. 30).

5. " No question shall be stated unless moved by a member and
seconded."

See abo7>e, p. 30. When so moved and seconded, and proposed from the.
chair a motion becomes a question.

6. " When a question is before the council, no motion will be
in order except : —

(1) " To amend (see above^ p. 32).

(2) " To refer or recommit (see above, pp. 24, 25).

(3) " To postpone (see ahoce, pp. 23-25).

(4) " The previous question (see rule 7 and 16, below).

(5) ** To lay on the table (see above, pp. 22, 25).

(6) " To adjourn (see above, p. 33).

" And shall have precedence in the order they stand herein —

the last three of which shall be decided without debate."

For rule governing precedence, see Fourth Part II. Methodist Conference,
rule 10. The motions, " That the house do now adjourn," " I move to lay
(state subject) on the •^able," "That the main question be now put," are
undebatable. As soon as they are proposed they must be submitted to the
decision of the council. See below, rule 7 as to previous question.

7. " After the previous question shall have been stated, no

amendment shall be entertained, and no explanation shall be

allowed to be made or offered by any member, and all debate shall

cease, and the council shall proceed forthwith to vote."

This goes further than the ordinary motion for an undebatable previous
question since it does not even allow an explanation. Otherwise the rule is
hardly necessary, since the previous rule (6) makes the previous question
undebatable, and consequently prevents any amendment being made. The
word "stated" in this and other ruks, means the parliamentary term "proposed"
from the chair obviously. See rule 29, below ; also above, p. 14, as to result of
a vote carrying or negativing the previous question and the result in each casi
on the main motion.

8. "Any member voting in the majority may, during the same
meeting, move a reconsideration."

A common rule (see above, p. 17).

UULES OF ORDEll AND PIKJCEDUUE.

in'l

9. " Any member, feeling himself aggrieved by the decision of
the chairman, may appeal therefrom ; and in such cases the
question shall bo: " Shall the chair be sustained ?" and shall be
decided without debate."

See the parliamentary form of proceeding which is identical, above, p. 39.

10. " When a blank is to be filled, the question shall be taken
first on the highest sum or number and the longest time."

This is the reverse of the old parliamentary principle (see above, p. 47, for
remarks on the subject).

11. " A.ny member may call for a division of the question when
the sense will admit of it."

The parliamentary rule, above, p. 35.

12. "Any member wishing to address the council must rise, and
if more {^an one rise at the same time the president shall decide
which has the floor, and the other shall speak next in order."

The parliamentary rule above, p 37, excepting the concession of the floor to
the next in order.

13. " During the reading of the minutes, reports, communica-
tions or other papers, and when a member is addressing the
council, silence shall be observed, and no one shall be allowed to
retire or otherwise disturb the meeting " (see ahcve, p. 38).

A parliamentary rule of order, but it goes much further if it is to be
interpreted as preventing a member from retiring while another is speaking.
The convenient interpretation must be, no one should make unnecessary
disturbance or interruption in retiring. His retiring, in fact, should not be
noticeable.

14. *' No member shall interrupt another member when
speaking, except to raise a point of order, which shall be definitely
stated, and the president shall decide it without debate."

See parliamentary rule, above, p. 39, limited by allowing no debate after a
definite statement of the point of order.

15. "Any member who shall misbehave himself during the
meeting, and disturb the harmony thereof, by abusive, disorderly
or profane language, or who shall refuse obedience to the president,

TRADES AND LAROUR OKOAXIZATK »N'S.

ir.i

debate after a

shall be admonished by that otiicer, and if he offend again he shall
be excluded from the room for the evening, and afl or wards dealt
with as the council may determine."

In accordance with imrliamentary rules which permit members to be
admonished, reprimanded or suspended, or even exjKilled, according to the
gravity of the offence (see IJourinot, pp. 249, 434, 439).

U). "The previous question shall be stated in the following
form: ' Shall the main question be now put '? ' "

The previous question is not debatable, see rule 7 above. If the council
decide the previous ciuestion in the affinnative, the vote must be taken at once
on the main motion. If it is decided in the negative, then the motion disapjiears

(see nfjo'.'C, p. 14).

17. " Each speaker on any question before the house shall be
allowed ten mhmtcs, and no member shall siicak more than twice
on the same question except by the unanimous consent of the
council."

A wise limitation to debate in assemblies where time is valuable (see nlmve,
p. 13). \i one member object, no member can speak twice on a question.

18. " The chairman shall not be permitted to speak ou any
subject, while in the discharge of his duty as president, except on
matters of order, in which he shall have precedence ; when the
council has occasion for facts within his knowledge, then he may,
with leave, state the matter of fact."

A convenient and proper rule, permitting' the chair not to debate, but to
make such explanations and state such facts as are necessary for the satisfac-
tory transaction of public business (see above, p. 69).

19. "The president shall have the right in the absence of the
vice-president, to name any member to perform the duties of that
chair, who shall be during such time invested with all the powers
of the vice-president."

A necessary ri'.ie.

20. " A member shall, not be interrupted while speaking,
except on a privileged question, a call to order, or for the purpose
of explanation."

The parliamenfary rule, as above, pp. 38, 39.

RULES OF ORDER AND PROCEDURE.

'Jl. "If a member, while speaking, be called to order, he shall.
at the request of the chairmau, take his seat until the question is
determined, when, if permitted, he may proceed."

A parliamentary rule, as above, p. 39.

22. " Each member when speaking shall be standing, and
respectfully address the presiding oJBficer, confine himself to the
question under debate, and avoid all personalities, indecorous
or sarcastic language."

The parliamentary rule, as abo7>c, pp. yj, 39.

23. " When a question is put every member shall vote, unless
the council shall for special reasons excuse bim."

A parliamentary rule, as above, p. 43.

24. "On a c^W of one-third of the members, the yeas and nays
shall be ordered, when every member's name and manner of voting
shall be recorded on the minutes."

Otherwise, the decisioii of the meeting shall be given by the voices or show
of hands. Yeas and nays in all assemblies are only ordered on the demand of a
certain number of members (five in the Canadian commons). The way of
voting is explained above, p. 41.

25. ** The first person named on a committee shall act as
chairman until the committee is called together, when they may
choose any one of their number they may think proper."

The parliamentary rule, as cbove, p, 48.

26. " No committee shall be discharged until all debts con-
tracted by it shall have been paid."

A special rule requiring no comment here.

27. " When there is no question before the council, no debate
whatever shall be allowed, save questions asking for infornjation,
which shall be at the option of the president to retain."

Embodying a parliamentary principle which requires the assembly to be
seized of a question before a debate can go on {above, p. 11). Questions on
matters of miportance or interest are always allowable as above, p. 44.

TRADES AND LABOUR ORGANIZATIONS.

28. "All questions of order as to the propriety of entertaining
the consideration of any subject may be debated."

A special rule to prevent the discussion of troublesome questions and to
save the time of the assembly.

29. " The president, when in the chair, shall state every
question coming before the council, and immediately before it
is put to vote shall ask, * Are you ready for the question ? ' when
it shall be open for debate."

A parliamentary rule in effect, as abovi\ p. 41. It would be better placed
after rule 3.

30. " The president need not rise from his seat to state a
question; but must rise to put a question."

In parliament the speaker rises both to "state " (propose) and put a ques-
tion. I do not see why even in assemblies of less importance a similar procedure
is not considered necessary.

31. *' When the chairman has arisen to put the question all
debate shall cease, and he shall immediately proceed to declare
the result of the vote on the quetftion, which has been under
consideration."

The parliamentary rule in effect, as abone, p. 42. Before declaring the
result, the chairman should, however, gather the sense of the meeting by the
voices or a show of hands, or by the yeas and nays as provided for in rule 24
above, under exceptional circumstances. Though there is no express rule to
that effect, it must be understood that in all unprovided cases the council must
refer to the p..rliamentary law of Canada so far as it can be made applicable to
their circumstances.

The rules, it must be assumed, can only be suspended at any
time by unanimous consent, which should be done only under
exceptioua'. conditions (see above, p. 6). If it is necessary to
change or adopt a rule, notice thereof should be given at a
regular meeting previous to that where it is considered. The
constitution very wisely provides (article ix), as all constitutions of
similar bodies should {above, p. 6), that it " shall not be altered,
amended or suspended, except at a regular meeting rf the council,
and with the concurrence of a two-thirds vote of the members

RULES OF ORDER AND PROCEDURE.

present. Notice of any amendment or alteration of this constitu-
tion must be given in writing at a previous regular meeting. If
this notice is not general, but in definite terms, the meeting ran
alone consider the amendment as it is actually given in the
notice (see on this difficult question, beloiv, pp. 117, 118). It would
not be competent to alter its purport or effect. It must be either
rejected or adopted.

2. Trades and Labour Council of Hamilton.— The rrsles of
this association are the same as those of the preceding council with
the following exceptions in the copy before me : —

Rule 2, (s. iv) : ** Calling roll of delegates," not suspended ** hy
consent of two-thirds or the members present ; " consequently it is
not suspended except under conditions of rule 3, given above,
p. 90.

Rule 32 added : " The president shall have the casting vote on
all questions resulting in a tie vote."

The president has, consequently in Hamilton, a vote first as a
member, and secondly a casting vote in case of an equality of
votes. The Toronto president, in the absence of; such a provision.
can only vote once as a member.

3- Builders' Labourers' National Union, No. i, Toronto.—

General principles of parliamentary order and debate govern this
as other associations (see above, pp. 37-39).

A president occupies the chair, maintains order, states and puts
every question practically as in parliament (see above, pp. 30, 31), or
as in rules 29, 30 and 31 of Toronto Council (see above, p. 95).

Each speaker is allowed ten minutes on any question ; no one
can speak moic than once on the same question until all members
have had an opportunity to do so ; nor more than twice without
permission of the chair.

Yeas and nays may be called for by two members before the
chairman rises to take the question, but it requires the assent of
one-thi'-d of those present to take such a division. A member may

TRADES AND LABOUR ORGANIZATIONS.

18 consaiu-

)te first as a

hi; excused from voting without debate, but he must have a personal
interest in a question or his union must be interested in the same,
or he must have other equally sufficient reasons for being so

excused.

An appeal lies to members generally from the chair's decision
as in all other assemblies (see above, p. 39). "When the person
appealing has stated his reasons, the question must be put, without
debate, " Shall the decision of the chair stand as the judgment
of the union ? "

The following special rules are given in full :

12. "When a question is before the union no motion shall be received
unless .

(i) To adjourn (see Mow, rule 24).

(2) To take previous question (see below, rule 15).

(3) To lie on the table.

(4) To postpone to a definite time.

(5) To refer.

(6) To amend.

"And they shall have precedence in the order herein arranged, the first
three of which shall be decided without debate."

For meaning of precedence, see Fourth Part, II., Methodist
Conference, rule 10. Only first three are undebatable, and con-
sequently not amendable, since to amend is practically to speak
and commence debate.

14. "The motion to close debate may be madr. by any two members and shall
be put in this form : ' Shall the debate now close ? ' and, if adopted, the president
slrill proceed to tak^; the question on the resolution and amendments thereto,
according to priority without allowing further debate."

15. "The call f^r the previous question may be made by any six members
and shall be put in this form: "Shall the main question be now put?" If
adopted, the effect shall be to take the question on the original resolution, to
exclusion of all debate, and [of] all the amendments which have not been
adopted."

On a mere superficial reading it would seem as if these rules
bad the same practical effect, but it is not so. Rule 14 simply

B.M.P.— 7

RULES OF ORDER AND PROCEDURE.

provides for taking the question at once on a motion and any
amendments thereto in order when the majority decide by voting
that *' the debate now close." But the rule does not strictly
preclude a discussion going on until that vote is taken. In that
respect it is the previous question in the hougo of commons. Eules
of some councils more logically (see below, p. 102) make such a
motion undebatable. If the assembly negative the motion '* to
close the debate," then the discussion goes on.

Eule 15, evidently means that when six members demand the
previous question it is put at once, since rule 12 makes the previous
question undebatable. If adopted all debate must cease on the
main question which is taken immediately, to the exclusion of all
amendments th^jt have not been adopted. The rule is a little
vague, and " of," as marked above in brackets, should apparently
go before "ameudirents" if the rule is to have any positive meaning
in their regard. If the previous question is negatived then the
parHamentary rule (see above, p. 14) is to suppress the main
question for the time being.

The following rule makes strict provisions respecting recon-
sideration (>«ee above, pp. 17, 18) :

i6. "All votes other than on amendments to the constitution or rules, may
be reconsidered at the same or next succeeding regular meeting upon a motion
made and seconded by two members who voted in the major'ty, provided the
union agrees thereto, but after a motion to reconsider has been once lost, it
shall not be renewed."

Art. 11 of the constitution (p. 7 of Constitution and By-Laws)
and rule 3 provide very strict regulations with respect to any
amendment or repeal of the constitution.

A majority of the union must agree, if required, to the
reconsideration of any questiftn, for " assent " necessarily means a
majority vote in such cases.

By rule 24, a motion to adjourn, when negatived, cannot be
again proposed until fifteen minutes have passed.

4. International Building Labourers' Protective Union of
America. — Same rules as preceding National Union of Toronto,
above, p. 96.

TRADES AND LABOUR ORGANIZATIONS.

5. International Typographical Union, No. 91.— General
parliamentary rules respecting order and debate prevail. Pre-
siding officer maintains order and an appeal lies against his
decision, as in all other assemblies (see above, p. 39).

All motions, "unless merely affecting the order of business,"
must be in writing. Motions may be withdrawn previous to
amendment or final decision with consent ; that is, by a vote, if
necessary, of a majority of the members present.

No member can speak more than twice on any question, nor
more than ten minutes at any one time, without consent — that is,
of a majority of the union.

Any member may demand a division or the chairman may order
same; yeas and nays are recorded on call of five members ; such
call shall not preclude amendment before main question is put
(for putting questions correctly, see above, p. 41). A raenil)er
may explain his vote during call, if the union consent thereto
unanimously ; every mci^^.ber must vote except excused for sulHcient
reasons, such as personal interest in a question.

No rule can be suspended, except by consent (without debate) of
two-thirds of members present.

The following are special rules :

12. " When a question is under debute, no motion shall be received but :
(i) To adjourn.

(2) To lie on the table.

(3) For the previous question (see dc/cw, rules 26 and 27).

(4) To postpone to a certain day.

(5) To commit.

(6) To amend.

" Which several motions shall have precedence in the order in which they
stand arranged. The motion for adjournment shall be always in order ; fhat
and the motion to lie on the table shall be decided without debate."

For meaning of precedence, see Fourth Part, II., Methodist
Conference, rule 10.

Only to adjourn the union or to lay a question on the table are
undebatable under the rule. The moving of the previous

100

RULES OF ORDER AND PROCEDURE.

question does not, according to strict reading of rule 27, beloic,
prevent a debate on the advisability of agreeing to such previous
question, but only on the main question.

26. "A motion for the previous question shall not be entertained unless
seconded by seven members of the union."

That is to say, when the previous question is moved, seven
members, without the mover, must stand up."

27. "When so made, the question shall be put in these words : 'Shall the
main question be now put ? ' and until decided shall preclude all further
amendment and debate of the main motion. When there shall be pending
amendments, the question shall be first taken upon amendments in their order,
and then on the main question, without debate."

Each amendment must be voted upon in order : " Shall the
amendment now be put ? " (see above, p. 15, for United States,
practice, which here applies). If the previous question is carried
then a vote must be taken at once on the amendment; if it is
negatived, then there is no amendment, since it is practically
suppressed by the decision that it shall not now be put (see above,
p. 14). The same remarks apply to all further amendments and
to the main motion.

The following is a special rule :

13. "A motion for the "order of the day' shall take precedence of all other
business except a motion to adjourn or a question of privilege."

This is practically the parliamentary rule (see above, p. 36) which
makes such a motion equivalent to the previous question. For a
motion to adjourn (^ee above, rule 12) ; and a question of privilege,
which has always priority (see above, p. 40).

6. Toronto Typographical Union, No. 91.— General parlia-
mentary rules of order and debate prevail. A president maintains
order in accordance with parliamentary usage (see above, p. 28).

No member shall speak more than once on same question,
except mover and seconder of a resolution, (which is, of course, only
"a motion," or "question," or "proposed resolution" at that
initiatory stage see above, p. 31), who may speak twice ; nor more
than ten minutes without permission {i.e. of a majority of those
present).

TRADES AND LABOUR ORGAXIZATIOXS.

101

:e of all other

Any member may call for a division : voices are first taken, and
if that is doubtful, or a division is called for, membors for and
against rise and are counted in order by the recording Sbcretary,
grst in the affirmative and then in the negative. The president
shall announce the result.

The following are special rules :

6. " When a question is before the union, no motion shall be received but —
(i) To adjourn.

(2) To lie on the table.

(3) For previous question (see below, rule 19).

(4) To postpone.

(5) To amend.

" Which several motions shall have precedence in the order they here stand
arranged." [For meaning of precedence, see Fourth Part, II., Methodist Con-
ference, rule 10].

"The following shall be considered privileged questions and are not
debatable :

(i) To adjourn.

(2) To lie on the table.

(3) For the previous question.

(4) To read a paper or document pending a question.

(5) To reconsider.

(6) All incidental questions of order arising after a motion is made for

the previous question, and pending such motions whether, an
appeal or otherwise, with this understanding, that the motion to
adjourn be unconditional, and shall always be in order, except —
(i) When a me.nber is speaking.

(2) When a vote is being taken on any question.

(3) A motion to adjourn, being negatived, cannot be renewed

until some other motion is made or business transacted."

The last paragraphs, 1-3 inclusive, embody simply parlia-
mentary usages (see above, pp. 38, 39).

The previous question, when moved, is not debatable under the
foregoing and the following rule :

19. "The previous question shall be put in this form: 'Shall the main
question be now put ? ' and, until it is decided, it shall preclude all amendments

Liu

102

RULES OF ORDER AND PROCEDURE.

and all further debate. It shall only be admitted when demanded by a majority
of the members present."

Consequently the chairman, if necessary, must take a vote to
find if a majority wish " to admit," i.e. " allow " the moving of the
previous question ; if there is such a majority, then the previous
question is formally put. If it is carried, then the vote is taken on
the main question, as in all cases (see above, p. 14), if it is
negatived, then, as in parliament, the assembly has declared that
the vote on the main question shall not now be put (see above, p. 14),
i.e., it is practically effaced for the time being. This is the strict
interpretation of the rule. Adjournment may be moved on the
previous question under rule 6 above.

The following rule provides for a reconsideration :

i6. "When a motion has been made and decided upon, it shall be in order
for any member voting in the majority, at the same or the next meetin;,', to move
for a reconsideration thereof; but no discussion of the main motion shall be
allowed."

By previous rule 6, such a rule is privileged and not debatable.

7. Bricklayers' and Masons' International Union of
America. — The same to all intents and purposes as the "Inter-
national Building Labourers' Protective Union of America " or
"Builders' Labourers' National Union, No. 1, Toronto," on pp.
96, 98, above. The only important difference is that the
constitution is not as strict concerning notice of amendments
(Art. 23, p. 30, of Constitution and Eules of Order).

8. Iron Moulders' Union of North America.— Same as
" Builders' Labourers' National Union, No. 1, Toronto " (see aboir,
p. 96), except " To close the debate " is made a preferred motion,
and " To postpone indefinitely" is added in rule 12, of foregoing
union, which consequently should read as follows for the Iron
Moulders' Union of North America :

11. "When a question is before the union no motion shall be received,
unless :

(1) To adjourn.

(2) To close the debate.

TRADES AND LABOUR ORGANIZATION'S.

103

ra majoruy

(3) To take the previous question.

(4) To lie on the table.

(5) To postpone indefinitely.

(6) To postpone to a definite time.

(7) To refer.

(8) To amend.

"And they shall have preference in the order herein arranj,'ed, the first four
of which shall be decided without debate."

Rules 12, 13 and 14, "to close the debate," "the previous
question," and " to reconsider," respectively, are the same as rules
14, 15 and 16 (see above, p. 97, 98) of the Toronto union mentioned ;
but the constitution has a very str'^t ruie respecting amendments
of the constitution (see Art. 16, s. 1 of Constitution and Rules of
Order, p. 28).

THIRD PART,

CORPORATE COMPANIES.

DIRECTORS' AND SHAREHOLDERS' MEETINGS.

th
la'
su

COl

whc

of a
owr
con:
the
onlj

(

INTKODLCTOUY ItKMAKKS,

107

DIRECTORS' AND SHAREHOLDERS' MEETINGS.

1 Introductory remarks, p. 107.

2. lu'juldtioiiH or liy-laws of companies,

p. 109.

3, Directors' mfetiwj*, p. 110.

[1] Form of ordi'r of bnxiiiess at

firAt vwetiitij, p. 113.
(2) Form of onler of hiuiiiens at

Hecoiid m>etiiiii, p. Hi.
(5) Form of order of hit.thienK at

vieetiiigH ill general, p. 114.

i. Proceedings of a general meeting of
shareholdern, p. 110.

5. Notice of meetings, p. 119,

6. Quorum, ;>. 1:2 J.

7. Minutes, p. 132.

8. Chairman, p. 126.
'.). llesulutimts, p. 127.

10. lliHiks, p. 127.

11. Voting, p. 12S.

1. Introductory Rkmarkb.

A corporation has been well described as a legal persona,
that is to say, a distinct person existing in contemplation of
law, but having no physical existence (a). It can sue and be
sued, and holds its existence in every respect under the legal
conditions of the charter or enactment that clothes it with powers
to promote the object or objects for which it was formed. Each
corporation in exercising its powers is subject to, —

:L The provisions cf the Act under which it was formed.

2. The decisions of the courts relating to public companies.

3. The rules of the common law respecting public companies or corporations
where special or general statutes are not applicable.

Incorporated companies or joint stock companies are composed
of a number of individuals, called shareholders, who subscribe and
own a certain portion of the common stock or capital of the
cnmpany. These shareholders are not responsible individually for
the company's debts or engagements, and their property is affected
only to the extent of their interest in the company.

(a) See Palmer's Company Precedents. 1.

108

COUPOUATE COMPANIES.

( •

In all the provinces of Canada, and in the Dominion itself,
there are general statutes under which a certain number of persons
— not less than three in any case — by complying with certain legal
conditions, may obtain corporate powers. These powers are
^'ranted under what are known as letters patent in the Dominion
ana the provinces generally, except in British Columbia where the
English system of registration is still in operation (6). Not a few
companies exercise their rights as legal entities by virtue of
particular statutes of the proper legislative authorities of Canada,
iucorporcting them specially.

The affairs of all public companies are administered under
legal regulations or by-laws at certain meetings, viz. : *

General or shareholders' meetings ;

Board or directors' meetings ;

Which will be described in due order. In this review of the pro-
ceedings of public companies the writer is necessarily confined to
the general laws under which charters are given to joint stock
companies in the Dominion and to the leading principles that are
admitted in special as well as in general statutory enactments on
the subject. But, while reference is not made to the general
statutes which relate to railways, banks, insurance, and other
business and trading companies fur which there is special legislation
provided (c), the methods of procedure laid down in this work for
the conduct of meetings of companies are for the most part
applicable to all such corporations. But in every case care must
be taken to consult the special regulations of such corporate

(6) R. S. C. 1880), c. il'J, amended by c. 20 of 1887. R. S. O. 1887, c. 157;
alao c. 178 ; c. 20 of 1889 ; cc. 32, 33, 34 of 1891 ; c. 35 of 1892 R. S. Q. 1888,
arts. 4()94 et seq.; amended by o. 42 of 1889. S. N. B. c. 9 of 1885; amended by
c. 7 of 1888 ; by c. 5 of 1889 ; by c. 20 of 1890 ; by c. 15 of 1892. R. S. N. S. 1H84,
c. 79 ; amended by o. 18 of 1885 ; by c. 30 of 1886 ; by c. 42 of 1889 ; by c. 35 of 18M;
by ^. 3() of 1892 ; c. 3*5 of 1893, C. S. Man. 1880-81, p. 218, as. 226 et seq.; amended
by c. 41 of 1883; by c. 20, s. 1 of 1884; by o. 11 of 1886; by o. 3, s. 15, of lfiS8;
by c. 5 of 1892. S. B. C. 1890, o. 6 ; amended by c. 3 of 1891 ; by cc. 6, 7 of 18'J'2,
R. Ord. N. W. T. 1888, c. 30. Warde (pp. 285, 306) calls attention to the fact
that the British Columbia Act of 1888 c. 21, C. S., has not been repealed aud
may be considered still in force.

REGULATION'S Oil IJV-LAWS OF COMPAMKS.

10!)

companies. All 1 can do ia to lay down those principles which
govern generally all meetings.

2. Regulations or By-laws op Companies.

All corporate or joint stock companies are regulated in the
exercise of their powers by certain regulations or by-laws, generally
made by the directors, with the aid of a solicitor to the company
(see })elow, p. 113), and duly authorized by the shareholders at
general meetings. The term, by-law, is, as a rule, used in Canada
as designating the legislative action of municipal bodies or a rule
obligatory over a particular municipal district, authorized by the
statutory and common law, and not at variance with the general
laws of the Dominion or a province. In a more restricted sense,
it is applied to the permanent regulations or laws which regulate
and define the relations of the members of local companies and
corporations towards the corporation, and between themselves,
under powers conferred by charter or Act of the legislature,
dominion or provincial. A by-law differs from a resolution in the
respect that the latter applies to a single act of the corporation,
while the former is a permanent and continuing rule of action for
all occasions when business of the company has to be transacted.

Every by-law or code of regulations, like a public or private
statute, has a preamble declaring that it is expedient to make
certain regulations for regulating the affairs of the corporate body,
and setting forth the authority of the charter or statute under
which the company acts. Then follow the enacting clauses or
sections setting forth in clear and definite terms the regulations
governing thd company. These regulations should be drafted by
the legal adviser of the company, and provide, as a rule, for the
following objects :

The holding of directors' and ohareholders' meetings, ordinary and extra*
ordinary, at such times as may be deemed necessary.

Management of he affairs of the company by a certain number of directors
duly qualified.

The election of president or vice-president and other necessary officers, and
their tenure of office, fitting up offices, salaries, etc.

COm'(JHATE COMPANIES,

Record of proceedings of directors and shareholders.

Corporate seal.

The keeping of books and accounts.

Decisions of questions at directors' meetings.

Decision of questions by a certain number of shareholders, i.i person o)
proxy.

The voting of shareholders for themselves or by proxy.

Powers with respect to issue of stock.

Calls upon stock.

Forfeiture of shares.

Transfer of shares.

Appointment of solicitors and auditors.

And such other matters as relate to the objects of the company,
and for which statutory authority has been given. The following
section on directors shows their pov/ers under general statutes to
make regulations. The regulations of every company should
incorporate all the statutory enactments relating to by-laws.

3. Directors' Meetings.

The shareholders of a joint stock company, at a general meeting
of the aame, duly convened by proper notice to each shareholder,
elect the directors, whose business it is to manage the affairs of
the company, under the Act or charter of incorporation. Until a
permanent organization is effected and directors regularly elected
at such a general meeting, the persons named in the charter or
statute constituting the company, temporarily manage its affairs,
but these provisional directors should lose no time in summoninj,'
a general meeting for the purpose stated.

A person to act as director should be a bona fide owner of stocl;
absolutely in his own right and not in arrears in respect of any call
thereon. Elections are yearly and by ballot as a rule. At the end
of their term all the members retire, r.nd if otherwise qualified are l
qualified for re-election. The directors elect the president, one or
more vice-presidents, manager and other officers required by tbe
law and the regulations. Vacancies occurring in the board of
directors are, as a rule in companies, unless the regulations

DIRECTORS MEETINGS.

Ill

1.1 person oi

otherwise direct, filled for the unexpired remainder of the term by
the board from among the qualified shareholders of the company.
In the Qu(5bec and Dominion general or companies' Acts, it is
required that a majority of the directors reside in Canada. The
Ontario Act is silent on this point. If the statutes under which the
company is incorporated has no express provision in this respect,
then the directors need not reside in Canada ex necessitate.

The number of directors on a board vary — from not more than
fifteen in the Dominion Act to not less than three in the Ontario
Act — but nine or five appear to prevail in the majority of
companies. They must act and vote as a board, and not separately.
They cannot act or vote by proxy. A majority of the board
constitutes a quorum. A majority of a quorum, in the absence of
express regulations to the contrary, even when a minority of the
whole board, bind the board and company, provided, of course,
their action is in accordance with the legal powers granted to the
company. It is usual, however, in the regulations to fix the
quorum with reference to the number of directors ; that is to say,
if there are five, three is the proper quorum ; if seven, four ; if
nine, five. In most cases, the powers and duties of the board are
delegated to a manager, director or secretary, and when such is the
case, the reasons for having such a large board or quorum of the
same are lessened in importance. But directors, under any
circumstances, are bound to meet periodically under well framed
regulations, and assume complete supervision over the affairs of the
company.

The general laws of the Dominion, Ontario and Quebec for the
incorr oration of public companies set forth the duties of directors.

The regulations of directors, as a matter of course, vary con-
siderably, according to the character and object of the company.
As an example of regulations, the following is given by Palmer (tZ):

{d) The Shareholders' and Directors' and "Voluntary Liquidators' Legal Com-
panion, a Manual of Evory Day Law and Practice, etc., 13th ed, p. 20. la addition
to this useful little work, the following authorities have been frcquontly consulted
by the present writer: Palmer's Company Prccudonts, oth ed. ; Buckley on " The
Companies' Acta," 6th ed.; Warde's Shareholders' and Directors' Manual, 6th ed.,
Toronto, 1892.

112

CORPOllATE COMPANIES.

I. A board meeting shall be held every

day at

o'clock.

Such meetings shall be called ordinary board meetings. Other meetings shall
be called special.

2. Every meetmg shall be held at the registered office of the company.

3. Any director may, and upon the requisition of any director, the secretary

shall convene a special meeting ; not less than hours' notice shall be

given thereof to each director. Every such notice shall be given in the following
form {give form) and state the time fixed for the meeting.

4. The quorum of an ordinary meeting shall be directors, and of a

special meeting directors.

5. If all the directors are at anytime present at anyone place tbeymay
constitute themselves a board meeting for the transaction of business.

6. The common seal shall be placed in the custody of the president or
chairman, or in that of the secretary or manager, and shall be kept in a box with
two locks, whereof each of said officers shall have one key.

7. The common seal shall not be affixed to any document, except in
pursuance of a resolution for a board, and the sealing shall be attested by two
directors and countersigned by the secretary.

The regulations for board meetings should be formally adopted,
on motion made, seconded and put, and finally entered with the
resolution of adoption in the minute book of the board.

When a board has met in accordance with the regulations at
the fixed time and place, the members present shall enter their
names, and the regular chairman, or in his absence another
member called to preside iwo hac vice, will take care that a quorum
is present (see above, p. Ill) ; and if that be the case he will call
upon the secretary to read the minutes of the last meeting (see
below, p. 125, for form of minutes). When these have been
corrected, whenever necessary, confirmed by the meeting and signed
by the chairman, the latter will direct attention to the business
that is to be considered.

All well conducted societies will have an order of business, or
agenda, as it is called, which should be always entered on the left
hand page of the minute book and on the opposite page the
chairman will note the determination of the meeting on each
proceeding. Each item of business, as a rule, should be taken up
in order. All matters of importance should be disposed of b;

DIRECTORS MEETINGS.

II:'.

resolutions duly ra;ido and put to the meetin;^ by the cbiiir. It it
is tuuucl expedie)U to -^wv priority to a purticular ittui, sDiut-
member should k» move, but ii' thiiVi i.s one dissentient voici- the
order of bueiness cannot be disturbed (st^u p'M'liii.mentary rule,
ahocc, p. 30). In a business metiting of this kiml the chairman
gives explanations when necessary, and otherwise direct- th.'
proceedings. The secretary should keep a record of all the pro-
ceedings, and, as well as the chairman ((;), initial tlu! ori,L;iiial
resolutions when formally adopted, so that they may, at a futui'o
tim ■, identify them. Frequently the original resolutions are pasted
in thy minute book, when written legibly; but the preferable
f'wuvse is for the secretary always to record each proceeding with
bis own hand.

The regulations, generally, empower the directors to appoint
select committees of two or more members to consider special
subjects. Such committees should have their quorum fixed, and
be bound strictly by their order of reference (see aJiorc, p. -18).

The following agenda, or order of business, is given from the
Lest authorities on such subjects as a suggestion, which will, of
course, be varied according to circumstances :

I. First meeting for organizu'ion. —

To elect chairman.

To appoint a secretary.

To approve and adopt a common seal.

To appoint solicitor, hanker, auditors and other necessary offirer?.

To instruct a committee of two to frame regulations with aid of
solicitor (/) and report at next nicetini;.

(e) In many companies in Canada, Jlr. Richard White of ^Montreal informs
me, the chairman geni.'nilly initialy .such documents. From my '-experience of all
cl;i--'S of meetings, I think it is well if botii chairman anii secretary should do so
I liavi; in this, as in every other part of this worlc, onde.iv:)urcd to lay down sonnd
vnU- of practice and not the varying and too often irrc^uiur methods tliat prevail
j^euorally in the Dominion.

(/) Palmer says (Legal Companion, p. Gli) very properly : " Frecjuent (}uestior)3
of hiw arise in the management of a company, and as th^y have often to be
onswLird n.t a moment's notice, the solicitor should be kept generally informed us
B.J1.1'.— S

114

CORPORATE COMPANIES.

To consider and approve prospectus.

To consider renting of permanent premises.

To consider applications for shares.

And other business that may come up in connection with
organizations.

2. Second meeting:. —

Signing of attendance book by members present.
Reading and confirmation of minutes of previous meeting {g).
Report of committee on regulations and consideration thereof {h).
To consider and make final arrangements for permanent offices.
To authorize signing of cheques.

And such other business as the chairman and secretary may
find it necessary to submit to the meeting.

3. Third meeting. —

Signing of attendance book by members present.

Reading and confirmation of minutes of last meeting.

To produce banker's book showing a balance of $ .

To report that since the last meeting the following cheques have been
drawn, etc.

To sign cheques as follows, namely : to for legal expenses; to

for books and stationery.

To pass transfers numbered i to 25 and to authorize the secretary to
register the same, and to issue new certificates in respect of the
shares transferred.

To read and consider letters from A. B.

To receive re* ort of committee appointed at last meeting for the
purposes ( etc.

To consider a proposal by C. D., as to, etc.

To give directions as to calls in arrears.

1 o consider and determine as to forfeitures of shares held by ,

to the company's proceedings, aud he will, of course be familiar with its regalations.
In some oompanies the solicitor is required to be present at all general meetings to
state the law, if necessary. He will also attend at meetings of the board, when
Beqnired.

{g) bee above, p. 11.

(i^) For procedure on all reports of committees, see above, p. 50.

directors' meetings. 115

To authorize the affixing of seal to contract with , in terms

approved of at last meeting.

To appoint a committee to select new offices and to arrange, provi-
sionally, terms for taking the same.

To receive report of solicitor, as to the company's claim against

and to give directions.

To receive auditor's report as to estimated profits of half year ending
the of , and to consider and declare intcnm dividend.

To consider and settle report to be made to the ordinary general
meeting, and to fix the day for holding the meeting, and to approve
notice convening the same, and to give directions for issue.

The following legal principles have been laid down by the
English courts and govern the proceedings of boards of public
companies generally in this country : —

Where there is a maximum and a minimum number fixed by
the law or regulation, the directors cannot act if the number falls
below the minimum (i), unless there is power expressly given to
act notwithstanding the vacancies ( j).

Where there is no quorum fixed by Act and no power is given
to do so, the directors must act on the footing that to constitute a
valid meeting all the directors must be summoned, and a majority
must be present (k).

Commonly the directors determine to hold ordinary board
meetings on a special day or days in each week, or month, and at a
special place and hour, and, of course, notice of such determination
renders it unnecessary to give further notice of such meeting.
But notice must invariably be given of special meetings (0-

A director, who is disqualified, cannot be counted in a
quorum (m). But even when a quorum may, in fact, be present if
they have not been duly summoned according to the law or

(t) Alma Spinning Co., 16 Ch. D. 681.

(j) Scottish Petroleum Co., 23 Ch. D. 413, 431, 435 ; Faure v. Phillipart, 58
L. T. 527.

(h) York Tramways Co. v. Willows, 8 Q. B. D. 685.

(/) Palmer's Precedents, pp. 301-2. See regulations, above, p. 112.

(m) York Tramways Co. v. Willows, 8 Q. B. D. 697 ; Palmer citing other cases, 302.

llli

COUPOllATE COMI'ANILS.

regulations, ^h^y do uot t'onn a properly constituted meetinj,'
capable ot irausacting business (ii).

If a director l)e excluded by bis eo-directors from a board, bo
has a personal right to compel them to admit him (o).

The directors are entitled at their meetings to take their busines ;
in such order as they deem proper (p).

A committee of the board need not consist of more than one
person, when the directors have power to delegate their authority
to committees consisting of such member or members as they think
lit iq).

The phrase "whenever they think fit" in a statn<-e or the
regulations, applied to the action of the directors, means primn
facie when, at a board meeting, they so determine (/•).

4. Shareholders' MEETiNag,

Meoflugs of shareholders are of two classes :

1. Ordin-iiy, held r.t regular or str.ted periods, as established by the letters
patent, or by-laws of the company.

2. Extraordinary or special^ called by notice to c;)njider m.itters not foreseen
or provid(.'(l for at the ordinary general meetings.

The Canadian Acts generally contain sections prescribing that
the general meetifng of shareholders shall be held witbin the Hmits
of the jurisdiction from which the charter emanated, leaving it to
the regulations of each company to prescribe the exact place at
which they shall be held.

Directors have power under the law as a rule to pass rei^ulations
providing for both ordinary and extraordin;u-y meetings (s). Great

(71) Umnar Bhlrxct Co., 39 Ch. D. 540.

(0) PulUmmk v. Richmond Co., 9 Ch. D. (ilO; Il'irhen v. Phillips, 23 Ch. I;. 11;
Bainbrichje v. Smith, 41 Ch. D. 462.
(;)) Ciudcy dO Co., 42 Ch. D. 209.
(<2) Taiiriu,; C>., ?'> Ch. D. 118; Buckley, ")10.

(r) liroinw v. L/ TrinldiuJ Co., 37 Ch. D. 1; Palmer's Precedents, 282.
(g) Bee Wardu, p. ■>H, luni Caiiulian Statutes cited, above, p. 108 «.

SIIAllEliOLDEUS' MEETINGS.

2,} ch. r. 11;

care must be taken that the notice convening a meeting complies
in form with the regulations, and that it is served on the raeiubers
at the proper time in accordance with statute or regulations. If
special business is to be or can be transacted at an ordinary
meeting, the notice must state the exact nature of it, just as if the
meeting were extraordinary and special; or an extraordinary
meeting may be held on the same day as an ordinary one, aud the
notice must set forth the time and place.

The president, or in his absence the vice-president of a company,
or the chairman of the board of directors, takes the chair as a rule,
according to the regulations at the time fixed for the meeting. It'
the person entitled to preside is not present, a chairman will be
elected by the meeting as at any public meeting (see ahore, p. 07).

If no quorum is present then the chairman should adjourn the
meeting which is consequently dissolved.

If a quorum is present, in the opinion of the chairman, the
chairman should read the notice convening the meeting, or the
secretary may read it at the call of the chairman.

Minutes of the previous meeting are next read by the secretary,
corrected when necef;3ary and coulirmed. The chairman may say
"Shall I sign these minutes as correct?" This will be agreed to
as a matter of course (see above, p. 11 ; Jiclow, p. 125, as to chair-
man's signature).

The business of the meeting should then ho taken up in accord-
ance with the notice, and with an agenda, prei)ared by the secretary,
with the approval of the chairman of the board of directors.

This agenda will be read to the meeting by the chairman.

Every item of business will bo taken up in due order, and
discussed when duly submitted by the chair, ou motions whenever
necessary (see aJna-e, p. 11).

Amendments may be made to any proposed resolution, as in
parliament, l)ut great care must be taken in the case of amendments
to a proposed resolution of which special notice has licuu given.
AVhcre thn notice is framed in general terms, amendments can as
a rule he moved, but where the proposed resolution of which notice

118

CORPOKATE COMPANIfiS.

has been given is specific and definite, no amendment can be sub-
mitted. In this latter case the meeting is bound strictly to the
specific terms of the notice. The proposed resolution must be
simply affirmed or negatived. This definite form is sometimes
chosen tu get a direct vote on an important question of policy or
management ; but in all other cases, it is more convenient to have
the notice framed in some such general form as this :

For the purpose of considering, and if thought fit, passing the subjoined
proposed resolution, either with or without any modifications (/)•

Motions and amendments should be in writing except purely
formal motions of business (see above, p. 12). The regulations
should provide for motions, and the limitation of debate on each
question (see above, p. 13). If the regulations do not require
written amendments, it is a question whether a chairman can refuse
to put an amendment, submitted when unwritten. But members
should as a rule write out all important motions.

When the chairman is satisfied the meeting is ready for a
decision on a motion, he will first take the voices, or a show of
hands (see above, pp. 69, 70), or a poll may be taken according to
the regulations of the company (see below, p. 131).

When tho business is concluded, it is usual for a vote of thanks
to be passed to the officers of the previous year, should the meeting
be one for the election of new officers ; and under all circumstances
thanks should be given to the chairman for his conduct in the
chair. The meeting is then formally adjourned.

From the foregoing necessarily imperfect summary of the
ordinary procedure at a general meeting, it will be seen l^at the
following matters are of signal importance in the proceedings of a
company :

1. Notice.

2. Chairman.

3. Quorum.

[t) See Palmer's Leg. Comp. pp. 46, 47. All societies in proposing amend-
ments to their charters or constitutions, of which notice is always given should
carefully bear in mind the principles laid down in the text.

SHAREHOLDERS MEETIXOS.

119

4. Minutes.

5. Resolutions.

6. Books.

7. Poll Of voting.

All these matters are reviewed in their due order in the following
pages.

5. Notice of Meetings.

Every general meeting must be called by the directors in
accordance with a notice issued in conformity with the law and the
regulations passed by the company under the law. Under the
Dominion Companies' Act, notice of the time and place for holding
general meetings must be given at least twenty-one days previously
thereto in some newspaper published at, or near as may be to, the
office or chief place of business of the company. In Quebec the notice
is ten days. In Ontario it is ten days, but it is added, " and also in
the case of companies having a capital exceeding $3,000, either
by publishing the same in the Ontario Gazette, or by mailing the
same as a registered letter, duly addressed to each shareholder at
least ten days previous to yuch meeting." In Nova Scotia, the
notice is the same as in the Dominion. In the other provinces, it
is a matter of by-law under the general power given companies by
the provincial statutes incorporating them. In cases of special
incorporation, it is also generally left to the regulations of the
company.

The regulations should always state the mode in which notices
are to be served on the members. Where the service is personal
or by letter a record should be kept by some officer of the company
so that, if the service should be subsequently disputed, he may be
able to refer to the record and testify accordingly. A postal book
should be kept, and envelopes numbered and entered according
as despatched by registered post. By the Dominion Act notices
may be served either personally or by sending them through
the post in registered letters, addressed to the shareholders at their
places of abode as they appear on the books of the company.
Such notice served by post on a shareholder shall be held to be

IJl)

COKl'nKATF, COMPANIES.

rtorvt'd at the tirao when the regiitorod letter containiiif* it wouKI
bo flt'livcred in the ordinary courso of mail ; and it is sulUcient to
prove that such letter was properly addressed and registered, and
was put into the post ol'licG, and that adequate time had been given
for its (lolivery in the ordinary courso of things. Any notice m;iy
be Hi;,'ned by any director, manager or other authorized ollicLr ot
the Company and need not be under its seal.

The notice of an ordinary meeting need only state i)lace, day
;ind liour at which the meeting will be held " for the purpose of
transacting the ordinary business of the company" unless the
r.^gulm'oiH provide expressly for a precise statement of business.

When no sufficient notice is given by charter, or statute, or
l)y-law, each stockholder is entitled to express personal notice ot
each corporate meeting.

Notice is not retpiired of an adjourned meeting (in tlie absence
of an express rule to the contrary) as it is held to bo tho continua-
tion of the ori.u;inal meeting, but it is not competent to transact
any business save that wliich the original meeting left unfinished,
New business, however, that is to say, business not entered upon
at a general meeting can be entertained at an adjourned raeetiii':;,
if due notice of the intention to propose such business be given,
iuid the regulations do not provide to the contrary, and thi-
practice is both expedient and convenient. Where the orij^M'11,1,
nueting was duly convened, the stockholders are not entitled t
any other notice of the adjourned meeting than that wliich i
implied in the adjournment (u). It must be always borne in mini;,
hiiwever, that special business cannot bo taken up in the absena
of due notice of its general nature, and of any provision for the
same in the reguhiti ns.

There is at common law a right of adjournment of a pablie
meeting and it lies in the chairman acinllc (r).

But where iiotico of an adjourned meeting is necessary nnm
"io law or regulations, it has been hull that, when busiuudj hu

(u) Wills V. Murray, 4 Ex. Sk6.

{!•) Reg. V. D'Oijly, 4 Perry & Davi Iqiii, '>'2 : llnckloy, 183.

:oTicKs or .Mr.r.i'iN'fis.

121

bcnti bofTun and not cf);u[)K!ttHl at the meotinf,', from which tl.'"
aiijoiirnment took phice, the noticu of iho iidjoiirned nieethig need
not state the purpose for wliich it was Huminoned (//•).

The tliiys of notice roquirod by the hiw or reji^iilation, it is
conce./ed, must be calpuhited from midnif,'ht to midni^^ht (.r).
Neither the day of service nor the (hiy of meetin,c? will, therefore,
form part of the twenty-one or ten days previously mentioned
(see ahoce, p. 119).

Where an extraordinary meeting is called for the transaction
of business of which notice is uecesaary, the notice must give
ijiibrituutial information as to that which is proposed to bo done ;
for otherwise a resolution passed upon insufficient notice may l)e
altogether invalid (//). And when a resolution passed at an
extraordinary meeting is for the want of proper notice invalid, a
confirmation at the annual general meeting will not render it
valid (c).

Notice of a meeting summoned " on special business " is not
sufficient notice of an extraordinary meeting (a).

Notices, however, are not to be construed with excessive strict-
ness, or mere technicalities introduced into their construction,
provided they give the shareholders [)roper notice of the substance
of that which is proposed to be done {h).

If a meeting cannot be otherwise summoned at ail, or if the
ol)ject is a special one, the court might call a meeting {<•). And so
the court may control the dii-ectors as to the date at which a
meeting shall be summoned, if it be shown thoy are executing their
iliscretion improperly {d}.

(lE) Sc'vhliwi V. Lomnt, ;-i 11. L. C, ' H.

(.r) r.'iwfonl V. /Mr/c.s', I P. 1). (U ; liiickley, 4«1.

(I/) diirdi II (litHy Co. V. McLiinT, 1 Ap. Ciis. :v.} ; Buckley, 4sl.

(;i L.tires\i Cas,', 1 D. M. cV Cr. 121.

(u) U'ilU V. Murray, 4 Ex. H4:{,

(h) Wright's Case, 12 Eq. 3.3"j »., :U.7 ii.; Burldey, 18,3.

(d) Cnniinn v. Tra.^!:, "JO Eq. (")(;;».

122

COllPOUATE COMPANIES.

But it must bs a very strong case indeed which will justify the
court in restraining a meeting of shareholders (e).

6. Quorum.

It depends, as a rule, on the regulations or by-laws. In some
cases a definite or fixed number of the shareholders constitutes the
quorum, or it may be a specified number who hold a certain
number of shares or a certain amount of capital. Under the
Dominion, Ontario, Quebec and Nova Scotia Companies' Acts — and
in the majority of special Acts of incorporation — powers are given
to the directors to make by-laws for a quorum of all meetingti.
'i'he register of members and stock book of a company should be
always accessible to the chairman and secretary at a general
meeting, ordinary, or special, in case a question arises as to a
quorum.

7. Minutes.

As a matter not merely of correct business, but of legal
necessity also, it is incumbent upon every company to have
minutes kept of all their proceedings and resolutions passed at
general meetings (ordinary and extraordinary) of shareholders as
well as at meetings of directors. These minutes must bo written by
the proper officer — the secretary of the meeting or company as a
rule— in a book kept for that purpose. The regulations should so
provide for the keeping of tho"^ minute books, and on this point
reference is made to the judicious rules of the Presbyterian
courts (see Fourth Part, III. of this work).

The secretary makes minutes of each proceeding as the meeting
goes on. He must bo guided by the directions of the chair in each
case, and not by those of any member. When a resolution is
passed, he should initial (./') and number it so that it may bo
easily identified at any future time. Every resolution accordingly
should be in writiiig before put from the chair (see above p. 80).

(,>) /.-,•/<• of Wight R. li. Co. v. Tahourdin, 25 Ch. D. 320 ; Harben v. Philips. iil>
Ch. 1). 11 ; r.iiokloy, 481.

(/) Soe above, p. 113, as to tho ohairmnn also iuitinlling.

MINUTES.

i2n

The secretary should write it out in full in his record of proceedings,
when ho comes to transcribe his uote^ in the proper book {<j).

As a rule, separate books should be kept for shareholders' and
directors' meetings. The books of directors being essentially
juivate or confidential should be only open to the inspection of
directors and secretary as a rule. The shareholders should, however,
have always access to the books containing the minutes of their
proceedings. In fact they are so open necessarily from the fact that
the minutes must be confirmed at a general meeting, and may be
callod into question before confirmation (h).

The English authority from whom I have quoted so frequently
gives the following excellent forms of minutes for companies'
meetings, etc.

The fourth ordinary meeting of the company, hmited, held the

day of , (at the registered ofFice of the company) at

o'clock.

Mr. in the chair.

The notice convening the meeting was read by the secretary.

The nvnutes of the general meeting of the company, held the th ultimo,

were re;ul by the secretary and signed by the chairman.

It was resolved unanimously that the report of the directors and the
accounts annexed thereto be taken as read.

I'pon motion of the chairman, seconded by Mr. , it was resolved

r.naniniously {(>r nci>:. ci>/i. as the case may be).

That the report f ( the directors and the accounts annexed thereto be and
the same are hereby adopted.

Upon, etc., it was resolved that a dividend, etc.

V\M\\ the motion, etc., it was resolved that Mr. be anil he is hereby

elected a director in the place of Mr.

Upon, etc. [vote of thanks].

A. r>., Chairman.

If an amendment be moved the minutes will run thus
It was moved by the chairman and seconded by Mr.

, that. etc.

(;;) Tiu> ftttontion of aocrotrtrioaandolorksiof all municipal councils, li^siMubliea
JrihI sociitioB ia diroctoil to the foro^ioing rulo for k-iepin^j minutes as pructiciilly
|emboilyiii^ the usages of parKvmont.

('() Palmer's Le^jal Companion, pp. 74, 75.

' ■!"- '"""■'■^

124

CORPOIIATE COMTAXIES.

, and seconded bv

An amendment was tliert-upon moved by Mr.
Mr. [here set it out, c.if.],

" That the report be received, but not adopted, and that a committee of tiv:;
sliareholders be appointed with power to add to their number, to inquire intn
the formation and past management of the company, and with power to call for
books and documents, and to obtain such le^r,al and professional assistance
as may be necessary, such committee to report to a meeting to be called for

day, the th of

The amendment was put to the meeting and negatived. The orii,'inal
question was then put to the meeting and declared by the chairman to be
carried.

ExTRAORDi.vARY Gknf.ral Mi::':ti\o of The

LlMITr.I), HELD THE TH DAY OK

Company

, AT, El c.

!'-.;:

i;I'^:

Mr. in the chair.

The notice convening the meeting was read by the secretary.

The minuios of, etc.

Upon the motion of the eh.airnian, seconded by Mr. ,

It was resolved unanimously that the capital of the company be incrca-:
to $ , by tlie creation of new shares of :? each.

A resolution moved by Mr. , seconded by Mr. ,

That, etc., was ncL;ativcd.

Mr. moved,

That, etc.

Mr. seconded this niot'on.

A show of h:;nds liavim; been c:alled for, the chairman de^jlared 'ha.
nands were held up in fa\iiur of, and against the res(/iution, .i

the motion was consequeiuly caiaaed [^('/' lost, as the case may be].

A poll was then demanded and taken, tiie nunibers being <is follows: r:'|
the motion, 12S votes ; against the motion, 72 votes. [The minutes n.
distinguish the number o^ personal voles and of voles by proxy. The -:;.;:
neer's report (if any) a ill be entered].

Tlic chairman then declared that the resolution w is carried.

MIXL'TES.

12.;

The miniitos of a meeting of the dii-ectors will be a>^ follows:

At a ineetin;-,'- of tlie director:- Iiclil tlvj th day of ,u, etc.

I ;, LUt, Mr. , chairman of the ho.iid ; Mr. , .'mkI Mr.

T'le minutes of ilie meetin^T of the th were read and s-.L^ned.

L': on the motion, etc., it was resolved, etc.

.•\ draft contract between, etc., havinj^^ been read, the chairman was directed
■„ attix the seal of the company to the engrossment thereri.

The secretary was directed to, etc.

A letter from, etc., addressed to the secretary having been read, and the
l„.r>vd being of opinion, etc., the secretary was directed to reply, etc., and the
manager was desired to, etc.

The minutes of a meeting should be read at the next meetin<T.
Tjvhen it is not possibl" to do so at the same, — and that can hardly
often happen in the nature of things, — and when corrected and
confirmed should be signed by the chairman. Sir Reginald Pal-
(:;rave (?) says that " the signature of a chairman to the minutes
is only necessary when such minutes are under statute, thcre\»j
rendered legal evidence. His signature is not otherwise essential
to the confh-mation of the minutes if an entry of the confirmation
is duly minuted."

But it is advisable to have the chair nan of a public company,
exercising legal rights and responsibilities, sign the minutes, unless
the regulations otherwise provide. The original papers, lik(>
resolutions, reports of committees, directors' reports, etc., which
have been considered and acteti upon at a meeting, should be
always accessible when the record of proceedings is read at a
meeting, in case its correctness is doubted and verification is
iucLS,-~ary. Especially is this essential when neither the chairmiin
of the meeting nor other member is present at that wh(.re the
minutes are considered.

The remarks made elsewhere that no debate can be allovred on
a proceeding or amendment proposed whic'i is not a necessary
correction of an inaccuracy, apply with full force to the minutes of
luibiic companies (see ahon, p. 11).

[i] (Jhfiirman'a Hand-iiook, p. '2-4.

I-

126

CORPORATE COMPANIES.

i 'Vi:

8. Chairman.

The chairman of a general meeting is, as a rule, the president,
elected by the directors. The Dominion and Quebec Acts also
expressly provide for the election of a vice-president, who may
act in the absence of the regular chairman. It would be well if the
regulations of all companies have a rule to provide :

If the president {or vice president), or the chairman of the board of directors
is not present to take the chair at any general or other meeting of the companv,
it will be competent for the members present, within fifteen minutes after the
time appointed for holding the meeting, to choose some one of their number to
preside thereat.

The tenure of office of chairman of boards or other corporate
boards is regulated by law and custom. He is specially charged
with the duty of considering the legal effect of notice, when such
is required by law or regulation, and the regularity of motions and
amendments thereto. But both legislature and judiciary protect
them while according them full responsibility in their position,
Accordingly the decision of a majority of a duly constituted
meeting will be upheld, although attended by technical infor
malities, provided that such irregularity has arisen througl]
mistake or inadvertence, is unmarked by fraud, and causes m
individual wrong.

The chairman has prima facie an authority to decide all
questions which arise at a meeting and which necessarily require
decision at the time, and the entry by the chairman in the minute
book of the result of a poll, or of his decision on a matter of pro-
cedure, is prima facie evidence of that result, and of the correctness!
of that decision {j). Legal protection is afforded to the chairman
of shareholders' meetings as regards the mode by which he obtained
the decision of the meeting, establishing that, unless a poll is
demanded, his declaration that a resolution has been carried shall
be deemed conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
such resolution. The principle thus established may be extended {

(j) Indian Zoedone Co. 26 Ch. D. 70.

RESOLUTIONS.

127

to that very customary usage under which a chairman, assured
that the meeting comprehends the proceeding and consents thereto,
declares that a motion springing from the ordinary course of
business is agreed to without formally putting the question thereon
to the vote {k).

It has been decided in the English courts that if a chairman
improperly refuse to put an amendment, the resolution, if passed,
is not binding (l).

9. Resolutions.

The regulations of a company generally provide that divers acts
shall be done by the company in general meeting. The company
expresses its will by its consent given by a resolution of the
members present in person or by proxy, where proxies are allowed
at a general meeting of the company. Whether the meeting should
be an ordinary or an extraordinary one must riepend on the nature
of the business and the regulations. Notice must be given of
special resolutions (see above, p. 120), and it must be duly submitted
by the chairman to the decision of the meeting when debate thereon
is closed as in the case of all motions in all public assemblies
(see above, p. 12). A resolution which for want of sufficient notice
is invalid cannot be ratified by a subsequent general meeting for
the powers of the latter are limited to acts within the laws or
regulations (m).

10. Books.

Palmer gives the following books as neoessary for the correct
transaction of the business of every company : —

1. Register of members, p. 8o.

2. The share ledger, App. Form 23.

3. Register of documents, containmg particulars of all documents not

recorded in other books.

(k) Palgrave, p. 47.

(I) Henderson v. Bank of Aiistralasia, 62 L. T. 869, and on App. 6 Times L. B.
424, Buckley, 186.

(m) Lawet's Case, 1 D. M. & G. 421.

l2cS

COItl'fjUATE COMi'AXIES.

4. The certiilcate Ijnok containiii;^ funns of certificates of title, p. 5.

5. Transfer reL;i.-^ter.

6. Transfer ccilifK rite book, ji. (3.

7. Minute liooks ot general nicetini^s [see ahoi'e, p. 123].

8. Directors' minute book [see <ibo-,\\ \\. 123J.

9. Directors' attendance book.

10. Seal book.

1 1. I'ostal book.

12. Ue;.;ister of mortgages, p. 3«]..

Full particulars of these several book? will be found in the
same authority.

Tha Dominion, Ontario and Qiiohee Companies' Acts provide
that the books kept by the secretary or aom otlier ofticcr, specially
charged with that dut,y, shall duly record :

"A copy of the letters patent incorporatmg the company, and of any
supplementary letters patent issued to the company, and of all by-laws thereof;
the names, alphabetically arranged, of all persons who are and have bee;.
shareholders ; the address and callin,cr of every such person while such shave-
holder.

"The numb':! ot shares of stock held by each shareholder.

"The amounts paid in and remaining unpaid, respectively on the stork of
each shareholder ; all transfer of stock, in their order as presentc^l to the
company for entry, with the date and other particulars of each transfer, and tin
date of the enrry thereof; and the names, addresses, and callin'^- of a!i persori?
who are or have been directors of the com;;any with the several dates at which
each person became or ceased to be such director."

11. VoTTNO.

The regulations of every company should contain provision?
relative to the voting at shareholders' meetings. The general rule,
I lid down in the Companies' Acts of the Dominion and the
I'rovinces, is that each shareholder is entitled to as many votes a?
he owns shares, but he must have paid all calls and not be in
arrears thereon. Shareholders may also vote by proxy, according to
the universal practice of joint stock con)panies, though no such rijhi
exists by common law. Dut should the law or the regulations fiil
t(j authorize voting by proxy, votes must be given personally. A

VOTING.

12!)

f title, p. 5.

found in tlie

Acts provide
iccr, specially

ny, and of any

by-laws thereof ;

and have bee;,

vhile such sh;ivi-

on the stork of
iiesented to the
[transfer, and tin-
)v^- of all persons
dates at which

[m provision?

ffeueral ruK,
aon and the

lauy votes as

id not be in
I, according t'i
liio sucbri; I'l
l^ulations t'lil

:Tsonally. A

lunatic or idiot, under the English law or articles, may vote by his
guardian or trustee, and the same is the case with minors as a
rule. But it has been laid down that if one or more persons are
entitled to a share or shares the member whose name stands first
on the register of members as one of the holders of such shares
shall be entitled to vote in respect of same. A person is generally,
by the Companies' Acts, entitled to vote on shares held by him in
trust, and senihle even where he is a trustee for the company itself,
if his name appears on the register as the holder of such shares in
trust (w).

The company have no right to enquire into the beneficial
ownership or to reject votes on the ground that a member is by
the regulations restricted to so many votes altogether, and that
other registered shareholders who vote are really nominees of his,
and that, ho is thus exceeding the limited number (o). A share-
holder is entitled to increase his voting power by transfers to
nominees (p).

Regulations generally provide for a show of hands, but if there
is no such provision then the voices may be taken as in parliament.
A vote by show of hands is obtained by challenging the chairman's
opinion regarding the voices of the meeting. He will then direct
that the vote be so taken. Tellers will be appointed, one for the
yeas and one for the nays from the respective party or side on
which each declared himself by his voice in the first instance. The
vote is taken as in all such cases (see above, p. 69.)

By common right a chairman has no casting vote if the number
of votes is equal. The law or the regulations, however, generally
provide that the chairman of companies and boards is empowered
to vote as an ordinary member, and then to give as chairman a
second or casting vote in case of an equality of votes {q). The
chairman must give his vote while the vote of the other members

(n) Warde, -^ip. 39, 40.

(o) Pender v. Lmhington, 6 Ch. D. 70.

(p) Stranton Iron Co., 16 Eq. 559. Pahner'a Preiedenta, 287.

(q) This is generally done in union, labour and other organizations.

B.M.P— 9

130

CORPORATE COMPANIES.

is being taken— first, generally, and before the tendency of tliu
votes is visible. " It would therefore be a grave irregularity if a
chairman reserved his votes and gave, if the number proved uneven,
i.e., 7 yeas to 6 nays, first to the noes his vote as member, and
then his casting vote af chairman " (r).

It is best for the chairman always to declare the number of
hands for or against a motion, though he is not bound to do fo
unless the regulations or rules so provide. In a show of hands
a chairman will look to the number of hands only, and not tako
into account the votes which the owner of each represents in person
or as proxy.

A shareholder is entitled to vote as he pleases and to consult
his own interest provided his vote be bona fide and not contrary to
public policy («), and in the absence of anything in the articles or
regulations to the contrary ho is not debarred from voting on a
question in which he is personally interested (t), and his vote, if
not impeachable for fraud, may in fact determine the matter in
his own favour by turning the scale (u).

It is observed by a high authority that " in the case of a
meeting charged with a legal duty to pass a resolution or to
perform an act, the members who abstain from voting are held,
by their presence during the vote, to be acquiescent in the decision
of the majority, and to impart validity to the proceeding if their
votes, had they been given, were essential thereto. So also when
to pass a valid resolution, a meeting required the votes of the
majority of those present, or is subjected as regards its mode of
voting to any special provision, members who abstain from voting
when a question is put from the chair may, by their presence, render
inoperative the transaction in which they refrained to join. Ami
to prevent such misadventure, a rule (v) is in common use which

(r) Palgrave, p. 17.

(s) Elliott V. Richardson, L. R. 56 ; Buckley, 484.

(t) London i6 Mercantile Discount Co., 1 Eq. 277; Buckley, 464, 485.

(u) N. W. Transp. Co. V. Beatty, 12 App. Caa. 589, 593.

{v) Palgrave, p. 40.

VOTING.

131

provides that every question shall be decided by a ranjority of the
votes of the members present, ' and voting on that question.' "

As a general rule, however, no liability arises from the
neutrality of members of a meeting, called for the purpose of
discussion, or of shareholders' meetings, as the vote of a share-
holder is not a trust, but a proprietary right, subordinate to the
owner's freedom of will. A shareholder is entitled if he pleases, to
execute his proprietary right in a manner entirely adverse to what
others may think the interests of the company as a whole, and
from motives or promptings of what he considers his own individual
interest (w). But even the shareholder's freedom of vote is limited
by this ; that he must use his power consistently with the consti-
tution of the corporation whose affairs he is entitled to control.
So that if the majority affirm a proposition which is ultra vires the
minority are not bound (x).

When a show of hands has been taken, or, at any time,
acco ding to the regulations, a poll may be taken.

By " poll " is meant that mode of voting by which each voter,
by his personal act either orally or in writing, delivers his vote to
an appointed officer. This method of voting is accordingly the
regular and common law mode of taking the vote of a meeting,
entrusted with legal responsibilities. A poll, therefore, unless for-
bidden by the clear words of a statute, or by the regulations, may
be demanded on any question put to such meeting, as of t^ght.

But the chairman (y) is not bound to grant a poll unless it is
demanded in accordance with the regulations. Any qualified
person under the common law may demand a poll (z). But a
proxy authorizing a per£?on to vote does not authorize him to
demand a poll (a). When ii is known that the persons demanding

(w) Pender v. Lushington, 6 Ch. D. 70.

(x) Menier v. Hooper's Telegraph Co., 9 Ch. D. 350 ; Buckley, 485.
iy) " In the absence of regulations to the contrary the chairman is the person
to grant a poll." Reg. v. Hedges, 12 A. & E. 15'J ; Palmer's Precedents, -JSO.

(z) Reg. V. Wimbledon Local Board, 8 Q. B. D. 459 ; Buckley, 484, citing other

cases.

(a) Haven Gold Mining Company, 20 Ch. D. 156, 157 ; Buckley, 483.

132

CORPORATE COMPANIES.

a poll are duly qualified, the chairman will read out the demand,
and state that he grants tbe same and fix the time where and
when 'he poll will he taken, and if necessary the meeting will be
adjourned. The question sometimes arises whether a poll can be
taken at once ; that is, without an adjournment. This depends on
the regulations. If they give express authority, as well framed
regulations do, to take the poll " either at once or after an
adjournment," the poll can be taken accordingly, and even if there
is no such authority ; that is, if it is to be taken " in such manner
as the chairman directs," it has been ruled in the English courts
that where voting by proxy is allowed the poll may be taken at
once {b).

Not unfrequently it is convenient, if the regulations allow, to
take the poll at once, but this is not always practicable in the case
of companies with a numerous list of voters. Indeed it should be
always borne in mind that a poll is an appeal to the whole con-
stituency and is taken in order to ascertain the sense of the
general body of persons qualified to vote, and to give others besides
those who are present when the poll is demanded power to come in
and exercise their right of voting, and in order to ascertain
whether the voters have the qualification which is required in order
to entitle them to exercise the privilege of voting (c).

Unless the regulations otherwise require, a poll need not be
demanded publicly ; it is sufficient if the chairman acts on a private
demand (d). Where the regulations give power to adjourn " with
the consent of the meeting," the chairman cannot adjourn to take
even a poll without that consent.

When a poll has been granted, the chairman will fix it by
providing: "The poll on [state question] will be taken on
next, the th inst. [or proximo] between the hours of and

, at the regular office of the company," or " here as soon as
the other business of this meeting has been transacted."

(6) Chillinfiton Iron Co. 29 Ch. D. 159 ; Buckley, 483, 484,

(d) Re Phanix Co., 48 L. T. 2G0.

VOTING.

133

le demand,
where and
ting will be
poll can be
depends on
veil framed
»r after an
sven if there
uch manner
iglish courts
be taken at

ms allow, to
e in the case
, it should be
le whole con-
sense of the
)ther8 besides
^er to come in
to ascertain
lired in order

need not be
8 on a private
Ijourn " with
journ to take

rill fix it by
In on

of and

[re as soon as
d."

In case of a large company with many shareholders, one or
more scrutineers may be appointed to compute the votes at a poll,
and report to the chairman. The meeting can appoint scrutineers (<;),
even if the regulations do not provide for a scrutiny. Very
commonly they are appointed by the chairman with the assent of .
the meeting (/). Sometimes in small companies the chairmau acts ]
as scrutineer ig). '

The following tabular form is generally provided as a con-
venient way of recording the poll in accordance with the
regulations :

Names of
Membebs.

NoMDER or
Shares.

ncmdkr of
Votes.

Obskrvations.

Votes Given.

For.

AOAINST.

At the time appointed for taking the poll, the members who
vote personally will come up f the voting table and write their
names on sheets of paper marked " for " or '* against " the motion
as the case may be. A member voting as proxy for another will
^vrite down his own name and also that of the person whose proxy
he is, that is " John Smith, by W. Jones his proxy." The following
is a form of proxy :

(e) Wandsworth Co. v. Wright, 22 L. T. 404.
{I) Palmer's Precedents, 286.
(<?) Ibid.

134

COUPOIIA'IK COMPANIES.

PROXY.

Thi; Toronto Sti.ki, Company, Limitkd.

1, John Smith, of the City of Halifax, in the province of Nova Scotia, in the
Dominion of Canada, heinj{ a holder of two hundred shares of the said company,
do hereby appoint and authorize I'hilip Thompson, of the city of Toronto,
Esquire, to vote for me, and on my behalf at the ordinary [^r extr.iordinary, ,i,
the case may be] general meeting of the said company, to be held on the 19th
day of May next, in the year of our Lord one thousand eight hundred and ninety
•three, and at any adjournment of the said meeting that may be held within the
present year.

Witness my hand and seal this fourteenth day of April, one thousand eijjht
hundred and ninety-three.

Signed in presence of

John Sharpe,

Halifax.

[Seal.] John Smith.

Sometiraes it is arranged that a member signing bis own name
shall be deemed to vote for himself and for ail those whose proxy
he is.

The question who is to vote upon a certain share of stock is, as
a general rule, answered by reference to the corr'^rate transfer
book. In fact, all the books relating to the shar hould be at
hand in case of the right of members to vote bein^ viuestioned.

Where a member proposes to vote on a poll as proxy, it should
be ascertained : —

1. That the shareholder appointing him has a right to vote.

2. That the proxy himself is qualified to act.

3. That the instrument appointing him is in proper form, and
deposited in due time.

4. That notice of revocation has not been given.

A shareholder may revoke the appointment of a proxy at any
time, but a vote given by the proxy before the revocation reaches
the company will be valid. In case of a revocation the shareholder
ought before the meeting to write to the company, giving notice of
the revocation. If in attendance he can hand a revocation to the
chairman. If the proxy has the words, " in my absence to attend
and vote," personal attendance revokes the instrument.

VdTlN'fl.

1.S5

HN Smith.

If a vote is found invalid by reason of arrears in calls and so
forth, the chairman or scrutineer will reject the same and Btat«' the
cause in the column of the form devoted to observations.

The chairman may also vote on his shares as any other member,
thouf^di he may have the casting vote by law in case of a tie besides.
A voter may vote at the poll even though not present when the poll
waH demanded (/<).

The votes having all been taken, the chairman or scrutineers will
enter them in the list of votes, in the column " for" or " against"
as the case may be.

When the poll is finally closed, the scrutineers should make a
report in writing of the result to the chairman. The latter will
then state the result to the meeting, or adjourn the meeting as may
be decided, and declare the motion has been carried or negatived.

When a poll has been demanded and taken the show of liMnds
goes for nothing, and the decision of the meeting depends U[)()n the
result of the poll (i). and in contemplation of law the meeting
continues until the poll has been fiUy taken (j). If the poll is not
completed on the day on whicli it is commenced it must be
continued subsequently for the chairman is net entitled to close the
poll whilst votes are coming in (/«;) ; to shut out and exclude a
voter may invalidate a poll (l) ; but the chairman is not bound to
wait for hours to see if votes may come in (m). Nevertheless the
chairman may direct the continuation of the poll at a subsequent
period in order to give an opportunity to other voters to come in (n).
To appoint a subsequent day for the taking or completion of the
poll is not an adjournment of the meeting, although it in effect

(h) Campbell v. Maund, 5 A. & E. SO") ; Pulinor'H Precedents, 28f).
(i) Anthony v, Segcr, 1 Hixg. Gas. Consis. 'J 13 ; Palmer's Precedents, 286.
(j) Reg. V. W'mbledon, 30 W. R. 402, and 40 L. T. 47 ; I 'aimer's Precedents, 286.
(k) Reg. \. St. Pancras, 11 Ad. it E. 15; Reg. v. Graham,^ VV. 11. 738; Palmer's
Piecedents, 286.

(0 Reg. V. Lambeth, 8 Ad. & E. 356.

(m) Ibid.

(h) Palmer's Precedenta, 286. *

136

CORPORATE COMPANIES.

continues the meeting (o), but it is usual to adjourn the meeting to
hear the result. Sometimes there is no formal adjouimment, but
it is arranged that notice of the result shall be given, and to this
the authorities say there would not seem to be any legal
objection (/)). If the meeting is adjourned to hear the result of
a poll, the chairman will, at the adjourned meeting, state the
result.

Unless some provision to the contrary is found in the charter
or other instrument by which the company is incorporated, the
resolution of a majority of the shareholders duly convened upon
any question with which the company is legally competent to deal
is binding upon the minority, and consequently upon the
company (q).

A majority of the votes passed at a poll on an election or a
particular question decides the result. This majority need n tt be
an actual numerical majority of all the votes which all the stock-
holders have, l)nt only the majority of the votes cast.

In the case of a ballot — as required by the Dominion, Ontario
and Quebec Companies' Acts for the election of dirfiors — the ballot
papers should be prepared beforehand by the secretary, or chairman,
or scrutineers, so that there will be one vote for every share of stock
owned by a shareholder. The back of each paper should be initialled
by the secretary or scrutineers or chairman, as it may be arranged,
to prevent fraud, and the ballot taken as in all similar cases. (See
chore, pp. 76,-77). All the usual precautious should be taken, (as
set forth above, pp. 134, 135,) that the voter has a right to vote.
When he offers his vote, reference should be made to the proper
list and his name duly checked against his shares. The ballots
should bo counted only when the vote is concluded; but no attempt
should be made to record a member's vote when he deposits it as
m the case of an ordinary poll (see above, p. 133), as the meaning
and object of a ballot is secrecy.

(o) Reg. V. Cliester, 1 Ad. & E. 34<2 ; Reg. v. Wimbledon, ubi supra.
(p) Palmer's Precedents, 28G.

(q) N. yV. Transp. Co. v Beatty, 12 App. Cas. 589, 593 : of. Farrar v. Farnm,
Ltd., 40 Ch. D. 395 ; Buckley, 485.

J the meeting to
yournment, but
ven, and to this
be any legal
ir the result of
ting, state the

1 in the charter
eorporated, tlie
convened upon
lupetent to deal
'tly upon the

n election or a
ity need n -t be
1 all the stock-
t.

linion, Ontario
ors— the ballot
y, or chairman,
i^ share of stock
lid be initialled
•y be arranged,
ar cases. (See
i be taken, (as
right to vote.
to the proper
• The ballots
lut no attempt
deposits it as
8 the meaning

ANALYTICAL INDEX.

>ra.

^arrar v. Farran,

ANALYTICAL INDKX.

The reference.^ are in all cii.fes to pane'^.

Adjournment—

a dilatory or superseding motion, 21 ; its proper form, 33
of debate, 21,33

of the house supersedes a question under consideration, lb.
motions equivalent thereto in committee of the whole, 46
rule in Builders' Laborers' National Union, No. 1, Toronto (not amend-
able or debatable), 97, 98

Catholic Mutual Benevolent Association of Canada (not amendable
or debatable), 87

International Typographical Union, No. 9] (not amendable of
debatable). 99

Iron Moulders' Union of North America (not amendable or
debatable), 101

Toronto Typo^'raphii al Union, No. 91 (not amendable or debat-
able), 101

Tiades and Labour Council, Hamilton (not amendable oi- debat-
able), 91, 96

Trades and Labour Coimcil, Toronto (not anundablo or debat-
able). 91, 93

Amendments-
how proposed and put, 12, 31, 3")

notice of special amendments under by-laws and ref^u'ations niiist bu
carelully framed ; cannot be .tmended when iioti;o is ;^pocilic, 117, ll>i
rules of parliament, 33 -S-')

Attendance of Members of an Assembly, -^<

AXALVTICAL I\1>EX.

Ballot, The—

political conventions, 76, 77

bliaieliolders' and companies' meetings, 13(5

Bills

how introduced in parliament, 53

first reading, 53

second reading, 51

considered in committee of the whole, or in a select committee, 54, 55

reported from committee, 50

third reading, 56

clerk certifies readin^^s thereof, 56

cannot be altered except by house, 56

Breaches of Parliamentary Decorum—

rules governing, 40
words taken down, 41

Bricklayers' and Masons* International Union of America-
rules of, 102

Builders' Labourers' National Union, No. 1, Toronto-
rules of, 90-99

By-Laws—

meaning of, 109

of corporate companisa, 109, 110

Call of RoU-

Trades and Labour Council of Hamilton, 96
Trades and Labour Council of Toronto, 89

Call to Order-
rules of parliament governing, 39

Catholic Mutual Benefit Affsociation of Canada-
rules of. 85-88

ANALYTrcvr. IXDKX. Ill

Chairman of Meetings and Public Bjdiea -

,V'ljourn3 meetin-^s, 71, 79

hia duties, .^enarally spanking, 7, t)'J, 77

how chosen, 8, 9

of directors' and shareholders' meetin|L,M, 12)

a political convention, 71-79

a public meetin<^, 67-71
proposes questions, 11, 31, tJB
puts questions, (59, 70
sij,'n3 the minutes as a rule, 125
qualitications, C8, 69

Clerk or secretary-
minutes of, 11, 12, 8:^, 113, 12o

Close Debat2, to—

a apaclal motian of closure in oactLiiu as-ieniolies, 97, 102

Committees, Joint-
in parliamentj 57

Committees of the Whole —

convenience of, 19
dilatory motions in —

that the chairm.ui do rapirfc projjress (equivalent to adjo'irnment oi
debate), 46 ^

that the chairman do le.iva the chair (equivalent to aljournment of
the house), i6

in parliament, 41-46

quorum, effect of absence of, 29

reports from, 45

supply, committee of, 47, 48

Conferences—

in parliament, 57

Corporate Companies-
books, 127

chairman of, 126, 127
directors' raeetinf^s, 110-116
Dominion statutes respectin;,', I'lS
how constituted, 107

142

AXALVTICAL INDEX.

Corporate Comp&nies-Cnittiniied.

minutes, 122

notice of, 119-122

quorum, 122

regulations or by-laws of, 101), 110

resolutions, 127

voting, 128- 13()

Debate, Rules of—

in parliament, 37-39
motions to close debate in —

Builders' Labourers" National Union, No. 1 , Toronto (previous ques- i;iii

to close the debate), 97
Catholic Mutual Benefit Association (previous question), 87
International Typographical Union, No. 91 (previous question), 99, luo
Iron Moulders' Union of North ^^inerica (to close debate), 102
Trades and Labour Cou.icil of Hamilton (previous question), 91, iXi

Toronto (previous question), 91, 9H

Dilatory Motions-
adjournment of the assembly or house (see Adjournment), 21

deboice (see Adjournment), 21
in committee of the whole —

" that the chairman do leave the chair," 46

"that the chairman do report progress and ask leave to sit again'

(see Committee of the whole), 46
previous question (see Previous question), 13-16, 36
to commit or refer in American practice, 24, 25
lay on the table (see Lay on the table), 22, 23
postpone to a specified time (see Postpone), 21
indefinitely (see Postpone), 24

all such motions, as above, governed by common parliamentaiy law in
absence of special regulations, 26

Directors' Meetings—

atlairs of corporate companies administered at, under regulations or

by-laws, 108, 109
agenda or order of business at, 113-115
books, 127

eviousques'iiiii

ANALYTICAL INDEX.

Directors' Meetings— Co/tft»ued.

chairman of, 113

signs minutes, 12")
other duties, 126
duties of, how prescribed, HI
election o' directors, 110

their qualifications, 110, 115
number on a board, HI

example of regulations of board meetings, 1 12

legal principles laid down for their guidance, 115, IK;
minutes of, 125
procedure at, 117
quorum of. 111, 115

Division of a Question-
parliament, 35

14:i

Divisions— See Voti

no-

Enquiries-
parliament, 44

! to sit again"

entiiiy law in

ef<ulations or

Incidental Motions— See Motions.
Instructions-
govern all selcict committees, 48

necessary in c .,se it is wished to extend the enquiry beyond first order of
reference, 21, 48

International Euildera' Labourers' Protective Union of America-
rules of, 98

International Typograpliical Union, No. 91—

rules of, 99, 100

144

AXAF.YTICAL IXDEX.

Iron Moulder's Union of North America-
rules of, 102

Joint Committees — See Committees, Joint.

Lay on the Table, To—

of a dilatory nature, 22

in United States practice, 22

subject to common parliamentary law in absence of special rule on tin

subject. 26
In the following assemblies —

Builders' Labourers' National Union, No. 1, Toronto (not dcbiit:ihl( or

amendable), 97
Catholic Mutual Benefit Association (not debatable or amendable), HC, ^^7
International Typographical Union, No. 91 (not amendable or debat.ilil i.

90
Iron Moulders' Union of North America (not debatable or amendable). 1("2
Trades and Labour Council of Hamilton (not debatable or amendabloi, w
Trades and Labour Council of Toi'onto (not debatable or amendabli). !tl
Toronto Typographical Union, No. 91 (not debatable or amendablel. 101

Meetings — See Public Meetings and Assemblies.

Minority Rei<orts from Committees —

not admissible in parliament, oO, 51

Minutes of Public Bodies, Societies, Synods, etc.—

their importance, 11
how confirmed and corrected, 11

how clerk or secretary makes entries of proceedings, 11, 12, 113, l2o
when signature of chairman is necessary. 11, 25

when corrected, no debate allowed, except as to correction, and not of
merit of original question, 11, 125

ANALYTICAL IN'DKN.

145

MotlOiiS-

debate thoreon, 11
dilatory (see DihKonj Motions}
liow proiiosed, 11
put, 12, 41-41
incidental, 25
privileged, 25
subsidiary, 25
substantive, 38

Mutual Benefit and Provident Association-See Catholic Mutual nenrjit .is..

tioti, ><0

oria-

ial rule on t!u-

»t debatable or

endable), SC. sy
3 or debatalrl I.

imendtible), Ii'l'
amendable), ',Mi
amendable). Ill
mendable). ]0I

Notices of Amendments-
necessary in certain cases ; when framed in definite avA specific terms no
amendment permissible; when <;iven in .-eneral terms, amendment
xllowed, 117, 118

Notices of Public Meetings-
necessary in certain cases under statutory regulations (i3
forms of, 64-00

Order of Business-
necessary for all bodies, 'J.
in following bodies —

directors' meetings, 110-114

parliament, 21)

shareholders' meetings, 117

Parliament, Rules and Usages of-

amendments, 33, 34
attendance of members, 28

140

ANALYTICAL IN'DEX.

Parliament, Rules and Uaagei of— Continued.
breaches of parliamentary decorum, 40
committees of the whole, 44-4()
call to order, 39

conferences between two houses, 56, 57
dilatory motions in committee of the whole, viz. :—

that the chairman report progress ; that the chairman do leave tl.e
chair, 46
dilatory motions in general (see Dilatory Motiun$ and Previoum Quentionj,

13-16, 21, 86
division of question, 35
duties of speaker, 28
election of speaker, 27, 28
joint committees, 57

money votes and committee of supply, 47
motions, 8U-33
order of business, 29, 30
previous question (see Previous Question), 30
putting the question, 41-44
questions of privilege, 40

put to members, 44
quorum, 29
rules of debate, 37-39
sense of house taken, 34, 41-44
standing and special committees, 48-56
words taken down, 41

Petitions and Memorials-
rules governing in —
parliament, 52, 53

Political Conventions—

in Canada, 71

the United States, 71
procedure at, for nomination of members of parliament and for other

public purposes, 72-79
the ballot at, 7f5, 77

Poll at Meetings of Corporate Companies— 128 136

Postpone, To—

of a dilatory nature, 23
United States practice respecting —
to postpone to a specified time, 23

an indefinite period, 24

ANALYTICAL INDEX.

14-

and for other

Postpone, To~Contniued.

ill absence of special rule, parliamentary rules prevail anil motions
amendable and debatable, 26

RiUe ill JoUuwing boiUe* —

Builders' Labourers' National Union, No. 1, Toronto (amendable and
debatable), 97

Catholic Mutual Benetit Association, to postpone to a certain time,
debatable and amendable; to postpone indefinitely, not debatable or
amendable, 8f)

International Typographical Union, No. 91 (amendable and debatable), 99
Iron Moulders' Union of North America (amendable and debatable), 102
Toronto Typographical Union, No. 91 (amendable and debatable), 101
Trades and Labour Council of Hamilton (amendable and debatable), 91, 9()

Toronto (amendable and debatable), 91

Previous Question, The

its meaning and object in Canadian leffislatures, 13-I*}, 8(5
cannot be moved on an amendment, 14

but can be moved, if amendment be withdrawn or ne<»atived, 1'), 3(1
when moved, no amendment admissible, 3(5
adjournment of house or debate admissible, 36
but not, if house resolves that the question shall now be put, 36
does not stop debate in Canadian lej^islatures, 14
when carried debate ceases, and vote taken on main motion, 14
if negatived, main motion superseded, and other matter taken up, 14
means the clomre in United States practice, 15

in absence of a special rule of closure, Canadian Parliamentary law
prevails, 16

Bule in fulloicivg bodies —

Builders' Labpurers' National Union, No. 1, Toronto (main motion not
debatable), 97

Catholic Mutual Benefit Association (main motion not debatable), 87
International Typographical Union, No. 91 (main motion not debatable),

99, 100
Iron Moulders' Union of North America (main motion not debatable), 103
Toronto Typographical Union, No. 91 (main motion not debatable), 101.
Trades and Labour Councils of Hamilton and Toronto (main motion not

debatable), 91, 93, 96

Privilege—

Questions of, have precedence, 40

ANALYTICAL IN'DEX.

Privileged Motions Sec M itioim.

Public Meetings and Assemblies in Canada -

eliainnan, how chosen, H, '.»

debate- id, i;J, KJ, fi'J

(liviHions at, ()",», 70

jjovernod gencrully by I'lirliamentary law, I, (5

impdrtance of, H, 4

iniiiutea of proceeding's, 11

notices of, (U

Ontario and Quebec statutes, re<{ulatint{ and protectinj,' (!.■?

order of business at, 0, 10

procedure at, <i(3-71

proposal of motions, 11, 12

ri'^lit of asscmblinj,' in public, 01

special rules necessary in certain casex, ;">,

unlawful asst niblini,', (i2

Putting the Question-
in parli ment, ll-U
See Votiiui.

Questions —

may be divided, 3o

meaning of— motion duly proposed becomes a (luestion, II, 30

once decided not renewable as a rule in same session (see IlecoiL-itdaa-

tion), 17
put, 31, -11-14

supersec'.ed by adjournment of debate or house, 21, 33
lay on the table, 22, i;i>

postpone definitely or mdefinitely, 23, 24, 20
previous question, 13-10, 30

See A(lJournmi'iit, Lay on the Table, Motionx, Pontponi', Prcvioun Question.

Questions put to Members — See Enquiries.

Quorum-
effect of absence of, 29
in Canadian commons, 29

committeep, select and standing, 48

ANAi.vncAi. i\i>i;x.

U.)

Re^'oiiiiiilcid-

Reasons of disagreement between two houses communicated by message-
in piirliament, o7

Reconsideration-
allowable and nocesHary in coitiiin cases, 17, 18

in absence of special rules ret^ulatinj,', common parliamentary law must
obtain, 18

Sjirdul nilfs on nuhject infoUoninij bodies —

Catholic Mutual 15enefit and Provident Association, 88
Toronto Typo;^raphical Union, No. 91, 102

Rules

how framed in societies and other bodies, 82, 83

in absence of special rules, common parliamentary law hhould prevail, 5
18, 2(1

of societies in 'general, 79-84
societies ir. particular, viz. —
Catholic Mutual Benefit Association, 85-88
Bricklayers' and Masons' International Union of America, 102
Builders' Labourers' National Union, No. 1, Toronto, !)(>
International Builders' Labourers' Protective Union of America, 98
International Typographical Union, No. 91, 99
Iron Moulders' Union of Nortii America, 102
Trades and Labour Council of Hamilton, 90

Toronto, 88

Secretary or Clerk-
minutes of, 11, 12, 83, 113, 12o

Session, A — meaning of, 7

Select and Standing Committees-

bound by order of reference or instructions, 21, 48
how appointed and governed in parliament, 21, 48-,il

150

ANALYTICAL INDEX.

Select and Standing Coinmitteea—Contiiiueti,

quorum of, 48
reports from, 21, 51

of majority alone re^iulaj , .OO

signed by chairman, 51

Shareholders' Meetings-
affairs of public companies administered at, under regulations or by-

^.vvs, 108
books, 127, 128
chairman, 12(3, 127
extraordinary or special, 11(5
minutes, 122-125
notices for, 119-122
ordinary. 116
proceedings at, 117, 118
resolutions, 127
voting, 128-13(5

Show of Hands-
how taken, 09, 70

Societies-
Acts incorporating, 84
constitution of, 80-81
election of officers, 82
organization of, 79-84
rules of, 82, 83

Speaker--

of legislative assemblies, how elected, 8, 27, 28

his duties, 28

how he .otes in an equal division, 42

Standing Committees— See Select and Standing CommitteeK.

Statutory Provisions-
chairman elected under, for certain public bodies, i-ynodn, ctr., it

Substantive Motion—

meanin;4 of, 38

ANALYTICAL INDEX.

Suspension of Rules—

not to bo encouraged, 8

151

ulations or bv-

Toronto Typographical Union, No- 91—

rules of, 100-101

Trades and Labour Organizations—

constitutions ami rules, 88-103

Trades and Labour Council of Toronto-
rules of, 88-5)()

Trades and Labour Council of Hamilton-
rules of, 90

Unprovided Cases-
law of parliament should prevail, 5, 20

Voices-

how taken in a division, 41, 6!)

Voting on Questions

by ballot in certain caHen, 77

yeas and nays in parliament, 12

show of hands in public iii"eting?', <)'.), 70

152

ANALYTICAL INDEX.

Voting on Questions — Continued.

In folloirin;: hudicx —

corporate companies, 12S.LS(5
Catholic Mutual Benefit Association, 8'), Hli
International '!"\'po^rapliioal Union, No. 1)1, •.)'.>
Tradts and Labour Council of Toronto, 95

Words taken down-
in parliament, il

DR. BOURINOT'S MANUAL OF PROCEDURE
AT PUBLIC MEETINGS.

SOME OPINIONS OF DISTINGUISHED AUTHORITIES.

At the lirst meeting' of tlie National Council of Women, held in Uic City of
Ottawa, April, 181(4, Heu J'^xckllkxcy thk Countess ok Abei!J)EKN reconinu;;deil the
use of the ^Manual by all those connected with tlie Council ; and the book wiis then
formally accepted as the authority in cases of procedure.

[•'nun UiK >iir (ieonje A. Kirkpalrich, !'.('., LL.D., lAcutcmintGM-vrnor oj

OiUai.o, and K.v -speaker of the Ctiiuulian House of Commons.

"It is evident from the threat number of Rules of order of different Councils
and Societies which you have collated that you have expended a f^reat deal of labour
on the production of this work which will be invaluable in all the various meetiuf^s
of Societies, Councils, Synods and Conventions which abound in Canada.

"You have j^iven to it your well known ability, your j^reat experience and your
indefatigable industry, ;ind tiie result is a book which will prove of the j^reatest
usefulness to all Ciiairmen of MeetinuK, and to Members of Councils and others
who take an interest in the orderly m.ina;^t ment of their business.

"That you have succeeded j^oes without saying, but I am astonisiied at the
completeness of detail and the thoroughness which is evident in every chapter.

"Accept my hearty congi-atulations."

l''roiii the lloiioiirable Chief Justii-f W<u/, D.C.L,, O.von., Ailelaide, Suiilh AustraUn.

"The Manual of 1 icedui-e at Public Meetings is the only book wortliv of
its subject in the languajL,. .'

Fi;im the Honounihle G. IT. Allin. /'.''., D.C.L., Ex-speak.'f of the Si-unte mid
Chancellor <f TrinUy Universitii, Toronto, Oat.

" 1 have to expresH to you my strong sense of the great boon you liave conferi id
u:)on 'all sorts and conditiois of mi.n' lay and clerical, iirofessional and iion-

professional, who have ever anything to do with public meetings. I hope as a
member of three Synods, Dominion, Provincial and Diocesan, that the cleii'.M
gentlemen more particularly, who are generally 'a law unto themselves,' aiay
study your book carefully, and as for Municipal Corporations and such like Bodies,
they ought to have you on their tables to appeal to and keep them in the way they
should go."

From the Honourable J. li. Goican, C.M.O., LL.D., Mender of the Senate of Canada
and for 40 years a Judge oj the County ofSimcoe, Ont.

" I have read the Manual of Procedure for Municipal Councils and public bodies
generally, and examined the excellent and full analytical index. I cannot speak too
highly of the work, it is in my judgment complete in every particular, fully and ably
covering the whole ground. Dit. BociiisoT has made the subject of Procedure a
special study and has broken new ground, as respects the bodies for whom this work
is more especially designed ; indeed he has dealt exhaustively with his subject, and
the arrangement and general plan of the treatise give it great practical value and
must largely assist in the right application of the sound rules and principles of
general procedure given in the book.

" The learned author's work will render an important service, especially in
Municijwil concerns, by advancing and promoting uniformity of procedure on sound
iind settled principles.

" Every member of a deliberative body, not blinded by vanity, will naturally
desire some record of what others distinguished for wisdom and experience Imve
done in circumstances similar to those in which they themselves may be called
u))on to deliberate and act; and the immense number of deliberative bodies,
intrusted with large powers, scattered all over the country make it important they
should have all the suds that can be supplied them.

" I have been somewhat familiar with the working of the municipal system in
Canada from ita institution, I recognize its value and the marvellous progreRs
niadeiu the half century of its existence, and I rejoice to know municipal authori
ties, indeed all deliberative bodies now have a full and friendly light as well as a
safe guide in Du. BonuisoT's excellent Manual of Procedure."

From the Honourable Mr. Justice Wiirtele, D.C.L., of the Court of Queen's Bench,
.Montreal, Que.

" I am glad yon are publishing a popular edition of your excellent work on
Procedure at Public Meetings. I think that it should be read in our Colleges,
.\cademii'8 and High Schools, and it might be distributed as prizes in our common
schools ; this would practically tend to the education of our rising generations."

From liev. C. W. E. liodij, D.C.L., Late Provost of Trinity University, Toronto, ont.

" The volume will not only be of gi-eat use in itself but of extreme historical
interest as containing,' a mass of information with regard to our progress in this
mutter. It is beautifully got up and 1 trust the sale will be as ample ns it
deserves,"

nate of Canada

From His Honour J. A. Anlujh, Senior Jiut'ie, County Simcoe, Ont.

" I have had time to examine it, and I consider your conception of it very
liappy. It is a guide that will, I am sure, be found most useful, and one wonders
now, why such a guide was never thought of before. In the carrying out of your
plan you have, it seems to me, been most successful. While most comprehensive —
embracing far more than your title would lead one to expect— it is both elaborately
!Uid clearly written, and in such a practical manner, that it cannot fail to be most
helpful to all those who choose to avail themselves of its directions. To me. it
appears to go beyond this, for where the proceedings and acts of public bodies have
often proved not only useless but actually illegal, the opportunities for reference
afforded by your book, will take away any excuse for such a state of things."

From the Venerable Archdeacon Smith, D.D., Sydney, C. B., Delegate to General mid
Provinr.ial Synods of Canada.

" It will be a valuable guide and assistant to many who are called to preside
at meetings of various kinds, and often find themselves in positions of difficulty."

Queen's Bench,

From F. E. Kilvert, Esq., ExM.P. and Ex-Mayor of Hamilton, Ont.

" It affords me great pleasure to state that you have succeeded admirably in
compiling a work not only full of exact information much needed and souglit after
but the matter is so arranged as to afford that information readily and in a way
easily comprehended, no one knows better than you do that it is often the case that
a book may contain between its covers most valuable information which by a care-
less arrangement or insufficient index or both is rendered comparatively useless."

From Itev. J. Fielding Siveeny, M.A., D.D., Hon. Canon, Toronto.

" I am sure all chairmen owe you a debt of gratitude for compiling a work so
eminently useful as yours must be to them."

tiom .John IHcvins, /vxr/ , Toronto City Clerk.

" It seems to me that this work should liiicl its way into every place where a
mee of any description is being held. 1 have perused the work, and patlier
tliat it luuches upon every association or collective body of men, and I have no
doubt that when it is a little better known but few public bodies (and indeed I may
say private bodies) will neglect to provide themselves with at least one copy of it."

From Adam liroini, Esq., Ex-M.P., Hamilton, Ont.

" I have had time to glance over it, and pronounce it admirable. It fills a lonf;
felt want and will be popular. Every municipal Council in Canada should have a
cupy as well as all public institutions and societies. I can testify as to it bein;^
wanted by societies, because ever since I first entered parliament I have been so
often applied to by officers of societies in this city for guidance on points whicli
you make so clear in your excellent work."

From Alderman Fred. Coul;, Ottaua, Ont.

" I have had an opportunity of studying your " Manual of Procedure at Pub-
lic Meetings," and the more I examine it the more I apprtciato its great value and
importance. To those who, like myself, are endeavouring to s-et the world rights
municipally, and desire that the proceedings of our civic bodies should be con-
ducted properly, the volume must prove of the greatest possible service. That is,
however, looking at it from one standpoint alone. The other sections, applicable
to every cla.SH of gathering, arc none the less valuable and instructive."

From Charles Fe.rcij, Esq., Treasurer of Grand Trunk liailway Company, Montreal, Que.

"Your comprehensive and admirable woik on Procedure at Public Meeting,
will surely aid a large clasp of busy, busir.ess men, and shoulel be proeluctive of
improved organization anei procedure. As an authority it will save time in
avoiding discussion of a tedious and contentious character, and its success I trust
will be highly gratifying to y^u as it must be to the public concerned.

From Dr. John A. MacCabe, F.E.S.C., Principal of Normal School, Ottinca, Ont.

"I congratulate you on adding another useful book to Canadian Literature.
Besides the iiteravy ability displayed, usefulness is a marked characteristic of all
your books. They are not made to 'lie on their shelves' but grow old with usage
rather than dust."

:E'i?.Ess nsroTiOES.

"Du. BonuiNOT, the well known historical and constitutional writer, has
prepared a Miuiual of Procedure for the use of Municipal Councils, Shareholders
and Directors of Companies, Religious Conferences, and Synods, Societies and
Public Meetings of all classes. » • • • Like all his previous literary efforts, this
book is noteworthy for i»;s clearness of style and logical arrangement, and meets the
wauts of that large body of persons who, in this country of popular institutions,
are immediately interested in the methodical progress of business, and naturally
wish to make themselves conversant, as easily as possible, with the principal rules
and U3ages that should guide the proceedings of public bodies of all kinds." — The
]\-eeh; April 20.

'• This work of Dr. Bocrinot is so comprehensive and carefully adapted to
Canada that it must become the standard authority for rules of order in all public
assemblies in the country. No presiding officer can afford to dispense with it." —
Christian Guanlian, April 18, 1894.

"Dr. Bourinot has placed all classes of the community who have anything
to Jo with public meetings, whether they relate to proceedings of Religious bodies,
Bauks, Companies, Municipal, Commercial, or general Public gatherings, under
oblijjations by the publication of a Manual of Procedure of Public Meetings. Any
person who desires to know the conduct of any class of gathering will study Dr.
Bocrixot's latest work with pleasure and profit." — Toronto Empire, April 10, 18'J1.

" By this excellent book the distinguished author has still further increased
the debt of gratitude owed him by the Canadian world. We have examined the
work from cover to cover, and the large knowledge and infinite pains and care
displayed throughout, the attention to detail, and the clearness with which the
points are put forth are eloquent of a master hand. There are many places that
we had marked for special notice ; but we doubt if quotations, unless more exten-
sive than our space allows, would do justice to the work. We can only recommend
it most cordially and without reservation to the study of those interested in the
conduct of public meetings. And what intelligent man ii> not interested in the
subject?" — Trinity University Revieio, March-April, 1894.

" What Dr. Bourinot has already done for the legislative bodies of Canada
in his well known work on Parliamentary Procedure and Government, he now
supplements by a practical treatise for the community in general. Every person
interested in the management of associations of all classes— and who is not so
interested in Canada? or in the work of Municipal Councils should have this
Manual."— 0<faira Evening Journal, April .13, 1894.

" We hope the volume will obtain the large circulation which its great
usefulness so richly merits. No man engaged in public life— no one in short.

interested in the work of societies of any class can afford to be without it. It-
(general adoption cannot fail to establisli a sound procedure in all public or otliei
bodies." — Quebec Morniiiif Chronicle, April 13, 18!M.

"There is not a body from a cross-roads debating society up to th.
Provincial Legislatures, or in the various Church, Society an('. Labor Orj^ani
zations, that will not find Dn. Bodhinot'k New Manual a valuable lielp, and cominy
as it does from the hif^hest authority on such matters in the Dominioi. the book
whould be at once the only and complete fjuido." — Goderich Star, April 20, 18!tl.

" The publication of this volume was rendered a necessity owiufj to tlie
constant enquiries beinji made the author on various points of order arisint< from
time to time in municipal and other public meetiui^s and that lout* felt want i-
now admirably filled in this volume, which is specially adapted to the wants of
Municipal Councils, Public Meetin<48 and Conventions, Religious Conferences,
Shareholders' and Directors' meetings and Societies in general.'" — WiarUm
Canadian, April 19, 1894.

" The author's valuable work on ' Parliamentary Proced ire,' some year-
ago, has apparently put the public in touch with him, and has produced many
inquiries on various points of order that have arisen from time to time in muni-
cipal and other meetings. He has consequently seen the practical necessity for
what he calls a ' short treatise,' directly applicable to the special wants of muni-
cipal councils, public meetings and conventions, religious conferences, shareholders"
and directors' meetings, and societies in general. The present treatise is in effect,
a supplement to his larger work, which is exclusively devoted to parliamentary
procedure and government.

" The writer divides his work into (1) A statement of the leading rules and
principles of parliamentary procedure which lie necessarily at the basis of the pro-
ceedings and deliberations of all public assemblies and societies of this country ;
and (2) An application of those rules and principles to the proceedings of public
meetings, societies, conventions, church conferences and synods, companies' meet-
ings and municipal councils.

" The work seems to be admirable in its arrangement, and will doubtless
meet all the requirements likely to arise in relation to the subject treated of. It
can scarcely be called a short treatise, inasmuch as it contains nearly four hundred
and fifty large pages of matter. It is supplemented by a full index." — Canada Lau-
Journal, May 16, 1894,

" There is no higher authority in Canada on parliamentary procedure than
Dk. Boubinot, and his large work on that subject some years ago not only made it
t}ie authority in Canada, but placed its author among the first authorities in tlie
empire on parliamentary procedure. The present work is in response to a demand
for a shorter treatise for the government of meetings and societies in general. It
is to be hoped that this book will bring about abetter management of public meet-
ings. If the ratepayers in every school district would see that a copy is placed in

overy acliool library, it would benefit the riaiiiR generation and might help them
(tlie ratepayers) in the management of school meetings." — Educational Review, St.
John, N.B., May, 18'J4,

Short Extracts from " The Canadian Magazine," June, 1894.

Du. BouiiixoT has turned his attention to the difficult but very
important task of popularizing the study of legal and constitu-
tional (juestions. In other words he has brou<;ht these studies
within the range of practical busy life.

The amount of information contained in this volume of 444
ji.iijjes is very great, and is as varied as it is extensive. The rules
tluit ought to govern all deliberative bodies are clearly set forth.

The value of the work as a reference handbook, is greatly
enhanced by a very complete index, which occupies 40 pages. By
turning^ to this index a full analvsis of the entire volume is found.
The author is to be congratulated upon the e.Kcellent matter which
is to be found in this new book. Has the work come to stay with
us I may safely be answered in the affirmative.

Price of the complete work in Cloih, $3.00; Half-calf, $3.75.
This Abridgment: Cloth, $1 : Paper, 50 cents.

AliMiESS —

The CARSWELL CO., Ltd.,

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