Non-Profit Board Governance and Robert’s Rules: What Happens When Procedural Questions Arise


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Board members often have varying levels of expertise and interest in the details of parliamentary procedure.  Typically procedural questions arise because one or more board members expect attention to procedure, the board is considering a controversial or at least difficult matter and there is not a consensus of the board about the matter or there is a need to provide opportunity for members taking a minority position to be heard.  Especially in the latter two instances, it is helpful to ensure the board’s chair has the resources needed to effectively preside over meetings.

Many, or maybe even most, board by-laws or operating procedures will include a reference to Robert’s Rules of Order.  Even if Robert’s Rules of Order are not specified in the by-laws, the board’s custom and practice may be to rely on Robert’s Rules of Order to guide their proceedings.  Alternatively, a board may have chosen to adopt other procedural provisions in its by-laws or it will rely on its own historical customs and practice.  A board’s procedures, in whatever form they take, should provide the board adequate procedural flexibility, consistent with Florida law, to conduct its business.

Compare these three examples of approaches to Robert’s Rules of Order taken from publicly available by-laws of various boards:

By-law Example No. 1:   “Roberts Rules of Order, newly revised, will be followed in conducting meetings of the Board, unless otherwise provided by the Board Bylaws.  The Chair shall resolve questions regarding interpretations under these Bylaws or Roberts Rules.”

By-law Example No. 2: “The most recent version of Roberts Rules of Order Newly Revised (11th ed.) will be followed in conducting meetings of the Board, unless otherwise provided by the Board.”

By-law Example No. 3:  “When not in conflict with any of the Board’s Operating Procedures, regulations, policy, or state law, Robert’s Rules of Order shall be utilized as a guide in conducting the meetings of the Board.”

In the first and second example, it is clear Robert’s Rule govern and, in the first example,  it makes clear that board’s chair is the final interpretive authority, consistent with Robert’s Rules.  In the third example, Robert’s Rules of Order will be used to guide meetings but do not appear to be binding.

To ensure your board meetings run smoothly, provide the board chair the resources he or she needs to manage the board’s parliamentary procedures rules.   If your board follow’s Robert’s Rules, there are helpful resources out there.   Have a copy of the actual Robert’s Rules of Order.   You may also find Robert’s Rules for Dummies to be a helpful easy to use resource in interpreting Robert’s Rules.

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