Board meetings can quickly lose focus as discussions meander and multiple participants share opinions. Adopting Robert’s Rules of Order can help maintain attention, improve efficiency, and encourage participation by providing a clear structure for discussions.
This article offers a simplified overview of how to use Robert’s Rules of Order. It is important to note that there are many types of motions and processes not covered here.
What are Robert’s Rules of Order?
Robert’s Rules of Order, a type of parliamentary procedure created by Henry M. Robert in 1876, offer a clear and organized system for running board meetings efficiently.
Robert’s Rules ensure the following:
- Equal Rights: All members have equal rights and decision-making power.
- One Motion at a Time: Only one item of business is discussed at a time.
- One Speaker at a Time: Only one person may speak at a time, creating space for respectful debate.
- Majority Rule: Decisions are made by a majority vote, unless otherwise stated.
It’s important to note that there are no “Robert’s Rules police.” If a procedural mistake occurs, it is the group’s responsibility to identify and correct it. Ultimately, what is recorded in the minutes serves as the official record of the Board’s actions.
How to Use Robert’s Rules
Introducing Robert’s Rules should not be intimidating. Before adopting them, ensure all Board members are trained on these parliamentary procedures. Conduct practice sessions during a Board retreat to build confidence and empower members to participate effectively in regular meetings.
The Role of the Chair
Boards should establish bylaws that outline its operational structure. Typically, the chair facilitates the meeting and ensures the group progresses through the agenda.
A standard agenda might include the following items:
- Call to Order
- Roll Call
- Approval of Minutes from Prior Meeting
- Reports (e.g., CEO, President, Committees)
- New and Old Business
- General Announcements
- Adjournment
The chair begins by calling the meeting to order and requesting the secretary to take attendance through a roll call. For governing boards (rather than advisory ones), a quorum—defined as the minimum number of group or organization members required to be present for official business to be conducted—is needed to hold a meeting.
Approval of Minutes
Approving minutes from a previous meeting is usually at the top of most agendas. Unless otherwise specified in the bylaws, minutes can be approved without the need for a vote. The chair might state, “Are there any corrections to the minutes? If there are no corrections, the minutes are approved as written.”
If a correction is needed, a member may propose an amendment: “I move to amend item #3 to read XYZ.” Mostly every type of motion requires a second, which signifies another member’s agreement to discuss the proposal. Note that seconding a motion does not imply agreement with its content, only support for bringing it for discussion and a vote.
All Board business follows this pattern:
- Motion: A member introduces a proposal for the group to consider.
- Second: Another member seconds the motion, a requirement before the item can be discussed.
- Discussion: Members debate and discuss the motion. This is the time when members should raise concerns and questions about business items.
- Vote: A decision is made by majority vote. A voice vote or roll call vote may be used.
Motions should be clearly stated, including specifics like cost and timeframe.
For example:
- “Motion to approve the contract with Company X for the 2025–2026 operating year, at a cost of $Y.”
- “Motion to approve legal counsel for 2025 at a rate of $200 per hour, not exceeding $100,000.”
If a motion does not receive a second, it will not proceed to discussion or voting.
Chairs should guide the discussion, fostering respectful debate and ensuring that all members have the opportunity to contribute if they wish, before calling for a roll call vote. The Board secretary calls the name of each member present, and each member responds with a “yes” or “no” vote. The Board secretary records the outcome of the vote in the minutes.
The chair or secretary should announce the outcome of each vote, using phrases such as:
- “The motion is carried.”
- “The motion passes.”
- “The motion is lost.”
- “The motion fails.”
Download this guide to making a motion for easy reference at the Board table.
Moving Through the Agenda
The chair guides the Board through the agenda items, following the motion, second, discussion, and vote pattern. This cadence becomes familiar with practice and ensures orderly discussions.
Committee chairs typically present reports and propose motions related to the work of the committee. New motions not included in the agenda can be introduced under the “New Business” portion of the meeting. Similarly, items postponed or requiring reconsideration are addressed under “Old Business.”
For example:
- A passed “Motion to table item #7 until the March 22 meeting,” would be reconsidered under Old Business at a future meeting.
Announcements and Adjournment
After all agenda items have been addressed, the announcement section highlights upcoming events or important dates. This portion is not intended for grievances or discussions unrelated to Board business.
To close the meeting, the chair entertains a motion to adjourn. This requires a motion, second, and simple voice vote, if permitted by the bylaws. A voice vote involves the chair asking:
- “All in favor?”
- “All opposed?”
- “Any abstentions?”
The adjournment time is then recorded in the minutes. Draft minutes should be shared with members shortly after the meeting, noting the outcome of all votes and allowing any misunderstandings to be identified and clarified promptly.
Conclusion
Robert’s Rules of Order provide a practical and structured framework for conducting board meetings effectively. By ensuring equal participation, maintaining focus, and facilitating clear decision-making, these guidelines empower boards to address important matters with efficiency and clarity. While adopting Robert’s Rules may require initial training and practice, the long-term benefits of streamlined, productive meetings are well worth the effort.
The Angeletti Group can help your organization develop by laws and adopt Robert’s Rules of Order to help your Board achieve greater cohesion, transparency, and success.