Tip #94 Should Boards Follow Robert's Rules of Order?

July 1, 2023


Let’s begin by talking briefly about the origin of Robert’s Rules of Order. Robert’s Rules of Order, a manual of parliamentary procedure, was developed by U. S. Army officer Henry Martyn Robert and was first published in 1876. While living in San Francisco, Robert saw a need for such a standardization of meeting procedures because he experienced large meetings in San Francisco as being chaotic and unwieldly with little standardization of procedures. The 12th Edition of Robert’s Rules was published in 2020 and is 714 pages long.


I have experienced Robert’s Rules being used in all sorts of meetings. At some meetings the Rules are applied very strictly while at other meetings they are applied very flexibly. I’ve experienced boards with a highly trained parliamentarian on the board or a consultant to the board. I’ve experienced board meetings and many other types of meetings where only a few basics of Robert’s Rules are followed, where most group members have very limited familiarity with the Rules and where much flexibility is allowed the meeting chair.


I have experienced board meetings where the expectation was that Robert’s Rules of Order would be used. Yet, few of the board members had more than a rudimentary knowledge of the Rules and board members were able to claim knowledge of the Rules and demand a certain process be followed when later their knowledge was found to be inaccurate.


The manual of parliamentary procedures was developed for use by larger assemblies. Even the manual recognizes that the manual’s formal procedures may prove to be a hindrance to smaller gatherings of twelve or fewer people and contains some simplified procedures that smaller groups may wish to use.


Perhaps the basic question is: How formal do you wish your meeting process to be? Greater formality may be helpful with larger groups or divisive groups in which members have limited respect for one another. On the other hand greater formality may discourage creative discussions and imaginative problem solving.


So, should you use Robert’s Rules of Order? Certainly, if an external authority requires your board to follow Robert’s Rules of Order, then, of course you need to do that. If you state in your by-laws that you follow Robert’s Rules of Order, then you need to do that as well unless you change your by-laws. If you choose to use Robert’s Rules of Order and you state this in your by-laws, you may wish to state that the board chair is authorized to apply the rules flexibly in the interest of effective and efficient meeting process.


As an alternative, you may wish to consider developing your own simplified rules of order. Such a set of effective rules may fit on a single piece of paper. As an example, I have received permission to share with you the following set of Rules of Order developed by Reid Lehman, a Governance Consultant – Governance Systems Professional and Pat Knoll, a Parliamentarian:


Board Meeting Rules of Order


Board meetings will be conducted in an orderly, effective process, led and defined by the Board Chair.                                                                                                                                                           



1.       All by-law obligations respecting Board meetings must be satisfied.


2.   Board meetings shall be called to order at the time specified in the notice of meeting (or as pre-arranged) and upon satisfaction of quorum.


3.   Meeting order and decorum shall be maintained and all members treated with dignity, respect, courtesy, equity, and fairness during discussion and debate and in all other respects.


4.       Board members must keep their comments relevant to the issue under discussion.


5.    Board meetings will be conducted at a level of informality considered appropriate by the Chair, including that discussion of a matter may (may not) occur prior to a proposal that action be taken on any given subject.


6.     Proposals that the Board take action, or decide a particular matter, shall (unless otherwise agreed to by unanimous consent) be made by main motion of a Board member, discussed, and then voted on. Motions do not require (or, “motions require…”) a second to proceed to discussion and subsequent vote.


a.     The Chair of the Board may not make motions, engage in debate, and vote on any matter to be decided.


b.   A motion to amend a main motion may be amended but third level amendments are out of order.


c.      A motion to refer to a committee, postpone, or table, may be made with respect to a pending main motion, and if carried shall set the main motion (the initial proposal) aside accordingly.


7.     Board members may speak to a pending motion on as many occasions, and at such length, as the Chair may reasonably allow.


8.      A vote on a motion shall be taken when discussion ends but any Board member may, during the course of debate, move for an immediate vote (close debate) which, if carried, shall end discussion and the vote on the main motion shall then be taken.


9.       A majority vote will decide all motions before the Board excepting those matters in the by-laws or articles of association (constitution) which oblige a higher level of approval (a super-majority vote).


10.     A motion to adjourn a Board meeting may be offered by any Board member or, on the conclusion of all business, adjournment of the meeting may be declared by the Chair.


11.  When further rules of order are to be developed by the Board, the Board will consider the Standard Code of Parliamentary Procedure (or RONR; or other authority), as a resource guide.




Note: RONR in #11 refers to Robert’s Rules of Order Newly Revised.




If you wish to contact Reid Lehman about these rules of order or other matters, he can be reached via cell at 864-380-4303 or via email at rlehman@miraclehill.org.




To learn more about the Policy Governance® model, please click https://www.BoardsOnCourse.com/policy-governance.