Disclaimer: The following article is written based on the parliamentary authority Robert’s Rules of Order, Newly Revised and is not intended as legal advice. Parliamentary authorities may differ slightly in board meeting procedures and processing of motions.
One of the biggest misconceptions about Robert’s Rules of Order, Newly Revised is the belief that nonprofit boards have to follow the same rules as those of an assembly or convention of delegates. The most current edition of this parliamentary procedure manual has over 600 pages of rules and procedures. Yet, for the average nonprofit board, less than one hundred pages are relevant for their regular meetings. Learning and using parliamentary procedure is very doable for the average board member.
Parliamentary Procedure for Boards
According to Robert’s Rules of Order, Newly Revised, boards and committees, due to their size and nature, have more informal procedures. Some of these are listed below:
- Motions do not require a second
- Members do not need to stand to seek recognition from the Chair
- The Chair can engage in informal discussion and vote, even if the voting method is not by secret ballot.
- The Chair can allow for informal discussion in meetings without a motion pending.
- The Chair does not have to state the motion that is being voted on if it is obvious that the board members know what they are voting on.
These shifts shorten the process of considering business in boards. It should be noted that motions other than main motions can be made at board meetings. Organization-saving motions include Amend (often known as the “compromise” motion), Previous Question (“cease debate and vote now”), Limit/Extend Debate, Postpone Indefinitely (“kill” consideration of the motion), and Postpone to a Certain Time. It is suggested that board members receive a copy of a parliamentary procedure cheat sheet, found on many parliamentary procedure websites that provide a list of these motions, their meanings, and their characteristics. By having a “toolkit,” or array of options, board members are not forced into only voting and debating “yes” or “no.”
Sometimes, the presence of non-board members can complicate and lengthen meetings. It is advised that, before considering going to an executive session, that the board consider relevant statutory law and their governing documents (such as bylaws) to determine if non-board members have the right to attend such meetings. Under Robert’s Rules of Order, Newly Revised, a board member can move for the board to go into executive session, which is debatable and requires a majority vote to pass.
Electronic Meetings, E-mails, and Voting
In 2011, the most recent edition of Robert’s Rules of Order, Newly Revised has acknowledged the growing presence of electronic meetings and voting. Electronic meetings are allowed, with a provision in the organization’s bylaws authorizing such and providing procedures on conducting these meetings. This may include the software(s) used and how board members will seek recognition and vote, as well as the requirement for a notice. Electronic meetings should be conducted in such a way so that there is simultaneous aural communication – or being able to hear, speak, and vote in real-time. E-mails do not meet this condition. If a board has to resort to e-mail, then Robert’s Rules states that such a vote does not represent the board’s approval. This would mean that the actions taken under the approval of e-mail or other means simply need to be ratified at the next board meeting with simultaneous aural communication.
Shannon Sun is a New Jersey-based, credentialed parliamentarian who has experience working in meeting management and parliamentary procedure, ranging from local to international organizations.