Podcast Note: This article is adapted from my conversation with Megan Speer on the Nonprofit Hub Radio podcast, “Robert’s Rules for Real Boards.” Listen to the episode on Apple Podcasts or visit the Nonprofit Hub.
Mention Robert’s Rules of Order, and many people picture complicated motions, rigid formalities, and someone interrupting a meeting to raise a Point of Order. That’s unfortunate, because good parliamentary procedure should make meetings easier, not harder.
Most nonprofit boards do not need to conduct meetings like Congress or a large national convention. A board with seven members sitting around a conference table has very different needs from an annual meeting attended by 700 delegates. The purpose of meeting procedure is not formality for its own sake. It is to help everyone understand what is being discussed, give members a fair opportunity to participate, allow the group to reach a decision, and make clear what was decided.
For most nonprofit boards, the best approach is not more procedure. It is the right amount of procedure.
The goal is not maximum formality. The goal is the right amount of structure for the group, the meeting, and the issue being considered.
Good Meeting Procedure Makes Meetings Easier
There are at least three practical reasons to care about meeting procedure.
First, there is a legal component. If a meeting is called without proper notice, business is conducted without a quorum, or a vote is taken using the wrong voting threshold, the board may not have accomplished what it thought it accomplished.
Second, good procedure can make meetings shorter. Meetings tend to wander when no one is sure what question is being discussed, whether the board is still debating, or whether a decision has already been made.
Third, good procedure makes meetings fairer. People are more likely to accept a decision, even one they opposed, when they believe they were heard and the process was evenhanded.
Parliamentary procedure is not intended to make decision-making harder. Properly used, it should make decisions clearer, faster, and more defensible.
Start with the Organization’s Governing Documents
A common mistake is to assume that Robert’s Rules governs every nonprofit meeting. It does not.
An organization’s meeting procedures may come from applicable state law, corporate articles, the bylaws (or constitution), special rules adopted by the organization, and an adopted parliamentary authority such as Robert’s Rules of Order Newly Revised. Those sources do not all have the same priority. State law and the organization’s governing documents generally control over a parliamentary manual.
Robert’s Rules usually fills procedural gaps. It does not replace applicable law or override the organization’s corporate articles, bylaws, or properly adopted special rules. For example, a large organization may adopt meeting rules limiting speeches to two minutes even though Robert’s Rules ordinarily permits longer debate.
The first step for a new board member should therefore be reading the organization’s own documents. Those documents may answer basic questions about notice, quorum, voting, officer authority, committees, electronic participation, and the organization’s chosen parliamentary authority. Boards should know the rules they already have before trying to add new ones.
Small Boards Should Not Operate Like Large Conventions
A large membership meeting usually needs considerable structure. With 100 or 1,000 participants, members cannot simply have a conversation. Speakers may need to wait at microphones, obtain recognition from the chair, observe time limits, and follow specific procedures for submitting amendments.
A small board is different. Robert’s Rules recognizes that distinction. Section 49 of Robert’s contains less formal procedures for small boards and committees. Depending on the circumstances, members may speak without formally obtaining recognition, motions may not require seconds, and the chair may participate in discussion more freely than would be appropriate in a large assembly.
That surprises many people. Robert’s Rules is often blamed for making small meetings too formal, but the problem is usually not the book. The problem is applying large-meeting procedures to a small group that does not need them.
Imagine a board with five directors. Requiring every member to stand, address the chair, wait for recognition, make a formal motion, and obtain a second before discussing even the most routine issue may make the meeting feel unnatural. The directors should generally be able to sit around the table and have a reasonable conversation.
That does not mean the meeting should be unstructured. It means the board should use enough structure to remain fair and clear without turning the meeting into a parliamentary exercise.
A useful question is whether the board is already accomplishing its work. If meetings end on time, directors understand the issues, everyone has a reasonable opportunity to participate, and the board’s decisions are clear, additional procedure may not be necessary. More structure may help when meetings run much longer than planned, directors interrupt one another, one person dominates every discussion, the board moves between topics without reaching decisions, or members leave unsure about what was approved.
The Chair’s Job Is Clarity and Fairness
Most small boards do not need to know dozens of parliamentary motions. They do need to know exactly what they are discussing and deciding.
Suppose the board is considering whether to hire a particular consultant. After several minutes, members may be discussing the consultant’s qualifications, the proposed fee, whether the contract should run for six months or one year, and whether staff should negotiate additional terms. Before the discussion continues, the chair should pause and state exactly what is before the board:
“The proposal is that the organization enter into a one-year contract with ABC Consulting for $20,000, with no automatic renewal.”
Everyone now knows what is being discussed. The chair can guide the conversation, invite different viewpoints, and keep the discussion focused. Before voting, the chair should restate the exact question. After the vote, the chair should announce whether the motion passed or failed and, when useful, summarize the resulting action.
That simple process answers three essential questions: What are we discussing? What are we voting on? What did we decide? Much of good parliamentary procedure is simply good communication.
Fairness is equally important. One common problem is the board member who speaks first, speaks longest, and then speaks again before anyone else has participated. The chair should generally give preference to members who have not yet spoken. On a disputed issue, the chair may also alternate between members supporting and opposing the proposal.
“We have heard from two directors who support the proposal. Before returning to them, I would like to hear from anyone who has concerns or a different view.”
The chair should also intervene when discussion becomes repetitive. A board does not benefit from hearing the same argument six times from the same person. At the same time, the chair should not rush a decision merely because the discussion is uncomfortable. Members should have a reasonable opportunity to explain their positions, particularly when the issue is significant or disputed.
Good chairing requires judgment. The goal is to allow fair discussion without permitting the meeting to become endless. The rules should also be applied consistently. Procedure should not change depending on who is speaking or which side of the issue the chair supports.
A Few Simple Practices Can Transform Meetings
Not every action requires a formal motion, second, debate, and counted vote. For routine matters where there appears to be general agreement, the chair may use unanimous consent.
“Is there any objection to approving the minutes as distributed?”
If no one objects, the chair announces, “Hearing no objection, the minutes are approved.” The same process may be used for routine agenda changes, short recesses, or other noncontroversial matters.
Unanimous consent saves time, but it is not a way to silence disagreement. Any member may object. If someone objects, the matter simply returns to the ordinary process of discussion and voting.
For a significant or disputed decision, a basic structured process is usually enough: a proposal is made; the chair states it clearly; the board discusses it; any amendments are resolved; the chair restates the final proposal; the board votes; and the chair announces the result. That level of structure will handle most small-board decisions.
Clear announcements also improve the minutes. Minutes should record what the board did, not attempt to reconstruct a long and unfocused discussion. When the chair states the motion and result clearly, the secretary has a much easier task.
Annual and Virtual Meetings Need More Structure
The annual meeting of a large membership organization will usually be more formal than an ordinary board meeting. Members or delegates should review the meeting packet before arriving. It may contain the proposed agenda, meeting rules, bylaws amendments, resolutions, election information, voting instructions, procedures for obtaining recognition, and time limits for debate.
Those materials may answer many procedural questions. Meeting rules might require members to speak from designated microphones, submit amendments in writing, display a voting card, or use an electronic voting device. Once adopted, those special rules may take priority over the general procedures in Robert’s Rules.
Virtual meetings also require procedures suited to the technology. Organizations should decide how participants will be recognized, make motions, vote, raise procedural questions, address technical problems, confirm who is present, and protect confidential discussions.
The chat feature deserves special attention. Chat can be useful for technical help or links, but boards should avoid allowing a separate “shadow debate” to occur there. Some participants may be joining by telephone or may not be monitoring the chat. Substantive debate should generally occur aloud so everyone has the same opportunity to hear and respond.
Virtual meetings may also require shorter speaking times and more active direction from the chair. A virtual meeting should not simply be treated as an in-person meeting that happens to be on a screen.
Robert’s Rules Is a Reference Book, Not a Novel
The current official parliamentary manual is Robert’s Rules of Order Newly Revised, 12th Edition. It is more than 700 pages long because it is intended to address many kinds of organizations and almost every procedural situation that might arise.
That does not mean every director should read it from beginning to end. It is better understood as a reference book. You look up the rule you need, use it, and put the book back on the shelf.
For most small boards, the most useful subjects are motions, amendments, debate, voting, unanimous consent, agendas, minutes, informal procedures for small boards, and electronic meetings. A working knowledge of those topics will address most ordinary board meeting issues.
Most nonprofit boards also do not need a professional parliamentarian at routine meetings. Outside assistance may be helpful, however, for large annual meetings, contested elections, significant bylaws amendments, officer removal proceedings, complicated voting systems, or organizations with a history of procedural disputes. A parliamentarian advises the chair on procedure but does not decide the organization’s policy questions. The organization still makes its own decisions.
Final Thoughts
Good meeting procedure is not about technical vocabulary, parliamentary tricks, or demonstrating who knows the most about Robert’s Rules. It is about helping an organization conduct its business.
The best meetings are not remembered because they were technically perfect. They are remembered because everyone understood the issue, members had a fair opportunity to participate, decisions were made, and people left knowing exactly what the organization had accomplished.
Small boards should generally remain conversational and practical. Large meetings need more structure. Contentious or significant matters may require more formality than routine business. The level of procedure may change, but the goals remain the same: fair discussion, clear decisions, and meetings that allow the organization to move its mission forward.
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.
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.