In May 2023, I had the opportunity to speak at the American Institute of Parliamentarians East Coast Practicum on a topic that comes up repeatedly in real-world meetings but is often misunderstood: the legal side of parliamentary procedure. What follows is an adapted version of those remarks, revised slightly for a reading audience but retaining the substance, examples, and perspective of the original presentation.
When people think about parliamentary procedure, they often treat it as a technical skill set, separate from the law. In my experience, that separation rarely holds up in the real world. Parliamentary procedure and legal requirements intersect far more often than many people realize, and when they do, the consequences can be significant.
What follows is not an attempt to turn parliamentarians into lawyers. Instead, it is about recognizing where parliamentary advice most often crosses into legally sensitive territory, which types of organizations create the greatest risk, and how to stay on the right side of the line.
Why the Legal Side Matters
You have probably seen the familiar disclaimer: the author is not an attorney, and this is not legal advice. I understand why that language is used, but it often rests on the idea that what you do not know cannot hurt you.
In law, that simply is not true. Much of legal practice exists because someone did not know the rule that applied to them. They did not know what they were required to do or what they were prohibited from doing. Ignorance causes problems.
A better way to think about this is the old principle that ignorance of the law is no excuse. That principle applies just as much in meetings as it does anywhere else.
Parliamentary Law and Parliamentary Procedure
Parliamentarians sometimes try to draw a distinction between parliamentary law and parliamentary procedure. I am not sure that distinction has much practical meaning anymore, but it is useful to understand where it came from.
Paul Mason, the author of Mason’s Manual of Legislative Procedure, suggested that parliamentary law consists of general principles that exist independently of any particular rule book, while parliamentary procedure refers to the detailed rules found in manuals like Robert’s Rules of Order or Sturgis.
His practical point was straightforward. If a small organization misapplies a rule in Robert’s Rules, that almost never ends up in court. If a local club improperly closes debate, the remedy is a point of order or an appeal, not litigation.
Courts, however, care very much about statutes and governing documents. They care about whether proper notice was given, whether a quorum existed, and whether the required vote was obtained. Those are the issues that lead to lawsuits.
For my purposes here, I use the terms interchangeably and focus on where parliamentary advice intersects with legal requirements.
The Organizations Most Likely to Create Legal Risk
Over the years, I have noticed that parliamentary disputes that turn into legal disputes tend to arise in a fairly small group of organizations. The four I see most often are:
- Governmental bodies
- Nonprofit corporations
- Community associations, including homeowners associations, condominium associations, and cooperatives
- Labor unions
These organizations share several important characteristics. They make decisions involving money, jobs, property, or public authority. Those decisions tend to generate strong reactions when people do not like the outcome. They also operate under layers of authority that place statutes and governing documents above any parliamentary manual.
Higher Governing Authority Matters
One recurring issue across all of these organizations is higher governing authority. Parliamentary manuals do not sit at the top of the hierarchy. Statutes, articles of incorporation or charters, constitutions, bylaws, and recorded declarations frequently control before any parliamentary authority ever comes into play.
When a parliamentarian overlooks that hierarchy, even well-intentioned advice can conflict with legally binding requirements. Understanding where parliamentary procedure fits in the overall structure is essential.
When There Is No Parliamentary Authority
Another common issue is the complete absence of a parliamentary authority. In those situations, citing Robert’s Rules may still be helpful, but it is persuasive rather than binding. The language has to shift from “this is required” to “this is a commonly accepted approach.”
That distinction matters, particularly when statutes or governing documents are silent.
Governmental Bodies
Governmental bodies are the most procedurally unpredictable organizations a parliamentarian may encounter. They include state legislatures, city councils, county commissions, school boards, and countless boards and commissions, all operating under different rules.
Legislatures
Legislative bodies almost never use Robert’s Rules of Order. They rely instead on Jefferson’s Manual, Mason’s Manual, or their own chamber rules. Legislative procedure is heavily precedent-based, debate rules are different, and voting thresholds are different.
Most legislatures employ professional parliamentarians, so outside advice is rarely sought. Still, it is important to recognize that legislative procedure is a separate discipline altogether.
Local Government Boards
City councils, county commissions, and school boards are far more common clients for parliamentarians. These bodies are usually small, often five to seven members, yet they tend to operate with extreme formality.
One of the most common complaints I hear is that Robert’s Rules are impractical for small boards. What many of these bodies do not realize is that Robert’s Rules contains an entire chapter on informal procedure for small boards.
Many local government bodies have no parliamentary authority at all. Others rely on short procedural manuals or alternatives such as Rosenberg’s Rules of Order. The key point is not to assume that Robert’s Rules applies.
Voting, Quorum, and Abstentions
Governmental voting rules frequently surprise parliamentarians. Some bodies require a majority of the entire membership, not merely a majority of those present and voting. Abstentions may be prohibited or treated as automatic votes by statute or ordinance. Tie votes may be resolved in unusual ways.
These are not parliamentary choices. They are legal requirements.
Open Meetings Laws
Open meetings laws, often called sunshine laws, present some of the greatest legal risk for governmental bodies. These statutes strictly limit when a governmental body may meet in closed session and what it may do there. In many states, discussion may occur in closed session, but final action must be taken in open session.
These rules do not apply to most nonprofit organizations, and confusing the two can create serious problems.
Nonprofit Corporations
Nonprofit corporations frequently adopt Robert’s Rules of Order, but that does not mean parliamentary rules control everything they do. State nonprofit statutes and governing documents still matter.
Issues involving notice, quorum, voting requirements, discipline, and removal of officers often raise legal questions. Unlike governmental bodies, nonprofits generally may meet and vote in closed session unless their bylaws say otherwise.
The risk for parliamentarians lies not in explaining parliamentary procedure, but in interpreting statutory requirements.
Community Associations
Homeowners associations, condominium associations, and cooperatives are among the most litigation-prone organizations I work with. They operate under detailed statutory schemes and recorded governing documents, and their decisions often affect property rights and significant financial interests.
Questions involving proxy voting, quorum, assessments, amendments, and voting rights are frequently governed by statute rather than parliamentary manuals. Parliamentarians must be especially cautious in this area.
Labor Unions
Labor unions often operate under a combination of federal law, internal constitutions, bylaws, and parliamentary authorities. Conflicting or unclear authority is common.
Because union decisions frequently affect employment and livelihoods, disputes tend to be both emotionally charged and legally sensitive. Parliamentary advice in this context must be framed carefully.
Avoiding the Unauthorized Practice of Law
Across all of these organizations, the greatest risk to parliamentarians is the unauthorized practice of law. Explaining what a statute means or how it applies to a specific situation is legal advice, even when the issue arises in a meeting context.
A safer approach is to describe procedural options, identify where statutes or governing documents may apply, and encourage consultation with legal counsel when legal interpretation is required. Language matters. Saying “Robert’s Rules suggests” is very different from saying “the law requires.”
The good news is that, despite these concerns, there are virtually no reported cases of professional parliamentarians being sanctioned for unauthorized practice of law. Awareness, careful wording, and collaboration with counsel go a long way toward avoiding problems.
Closing Thoughts
Parliamentary procedure does not operate in a vacuum. For many organizations, especially those making consequential decisions, parliamentary advice and legal requirements intersect.
Understanding where parliamentary procedure ends and legal advice begins protects both the organization and the parliamentarian. It also ensures that parliamentary guidance is accurate, responsible, and effective.
Jim Slaughter is an attorney and professional parliamentarian who advises organizations across the United States on meeting procedure, governance, and the practical application of parliamentary law. He is a Certified Professional Parliamentarian, a Professional Registered Parliamentarian, and a past President of the American College of Parliamentary Lawyers.
He has served as parliamentarian to thousands of meetings, ranging from small homeowner and condominium association boards to some of the largest conventions and annual meetings in the world. His work focuses on helping organizations conduct meetings that are efficient, fair, and legally defensible.
Jim is the author of four books on parliamentary procedure and effective meetings, including Robert’s Rules of Order Fast Track: The Brief and Easy Guide to Parliamentary Procedure for the Modern Meeting and Notes and Comments on Robert’s Rules, Fifth Edition, both updated for the Twelfth Edition of Robert’s Rules of Order Newly Revised. His writing is widely used by boards, attorneys, parliamentarians, and association leaders.