March 27, 2023

Volume XIII, Number 86


March 24, 2023

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Ten Rules For Group Decision Making By The Man Who Wrote The Book

Born at the end of the 19th century, Paul Mason worked for the California legislature and Governor Goodwin Knight.  In 1935, he published Mason's Manual of Legislative Procedure, which is commonly known as Mason's Manual.  After Mr. Mason's death in 1985, Mason's Manual has continued to be updated under the auspices of Mason's Manual Commissions established by the National Conference of State Legislatures.  It is now widely used by state legislature throughout the country.  For example, Rule 31 of the joint rules of the California legislature provides: "All relations between the houses that are not covered by these rules shall be governed by the latest edition of Mason’s Manual."

In the introduction, Mason sets forth the following 10 principles for group  decision making:

  1. The group must have the authority to take the action it is trying to take.

  2. The group must meet to take action.

  3. All members of the group must receive proper notice of the meeting.

  4. A quorum must be present at the meeting.

  5. There must be a question before the group that the group is authorized to decide.

  6. There must be opportunity to debate the question.

  7. The question must be decided by taking a vote.

  8. For an action to be taken or a question decided, there must be a majority vote of the group.

  9. There can be no fraud, trickery, or deception resulting in injury to any member.

  10. To be valid, an action or decision by the group must not violate any applicable law or constitutional provision.

With some slight modifications, the same principles are equally applicable to decisions making by corporate boards of directors.

© 2010-2023 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XIII, Number 38

About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...