Motion to Dismiss: Robert’s Rules of Order in Board of Directors’ Meetings
It happened again. I was participating in a board of directors’ meeting and directors were discussing a critical issue. Discussion was flowing. Directors were offering good ideas, observations, and opinions, and suddenly everything stopped. This board was trying to run their board meeting using Robert’s Rules of Order, and one of the directors had just made not one, but two motions, one of which he explained “...was a main motion and the other one a subsidiary motion.”
Most of the directors froze in place; several of them looked up at the ceiling and squinted their eyes to help them concentrate. They were no longer discussing the critical issue at hand. Instead, they were wondering what a “subsidiary” motion was, what they should do next, and whether they should risk admitting their confusion.
Rules of order that were designed to facilitate discussion and decision-making had just done the opposite. The rules had interfered—stopped, actually—a very good discussion. They had also made a room full of very smart people feel not very smart and, in some cases, intimidated.
I’ve seen this happen many times. It is frustrating to see new chairs and directors be so intimidated by something that is so self-inflicted, unnecessary, and misunderstood.
Robert’s Rules of Order is the most commonly used manual of parliamentary procedure in the United States. It is used to help govern the meetings of many kinds of organizations, including associations, charities, homeowners’ associations, and school boards. It is also just one option for how to run meetings and, in my opinion, is used much too often.
The Emperor Has No Clothes
In my experience, the frequent use of Robert’s Rules of Order in board meetings can often hide or mask serious board dysfunctions by facilitating a false sense of professionalism or effectiveness among the board or staff. I have seen plenty of boards who are woefully dysfunctional—having no understanding of the differing roles of staff and boards, micromanaging, gossiping, etc.—but who nonetheless feel they are exceptionally professional because they are very precise and detail-oriented regarding the degree to which they use and adhere to Robert’s Rules of Order in their meetings.
I have some bad news: the emperor has no clothes. In fact, in my opinion the most effective boards rarely use Robert’s Rules of Order.
I am fully in favor of Robert’s Rules of Order, or another parliamentary authority, for large assemblies such as a House of Delegates or membership meetings. I am also in favor of some sort of parliamentary authority, perhaps Robert’s Rules of Order, for relatively large boards, or the occasional extremely dysfunctional board. But for most boards, I believe that using Robert’s Rules of Order is a historical remnant, unnecessary, and an obstruction to good board dialogue and discussion.
Many association executives or nonprofit directors assume that Robert’s Rules of Order are legally required. This is not true. Robert’s Rules of Order are not based on statutes, laws, or court decisions. Robert’s Rules of Order are not legally required to be used by any organization and are not legally binding unless formally adopted by that organization.
The reality is that most of us who claim to follow Robert’s Rules of Order really do not do so. There are several good reasons for this:
- We want to participate in effective meetings, not ones dominated by structural barriers.
- We prefer a culture of openness and informality, which is not helped by Robert’s Rules of Order.
- Most of us do not know and do not want to know the exhausting details of Robert’s Rules of Order.
- Most of us do not want to hire a professional parliamentarian for our board meetings or rely on a well-meaning but often incorrect or overzealous volunteer or staff member to police our board meetings.
I am aware that Robert’s Rules of Order recognizes that the full set of rules might not be appropriate for smaller board meetings and provides that small boards may want to use the “Informal Procedure for Small Boards.” In this scenario, in which a board formally adopts Robert’s Rules of Order but references and uses the informal procedures for small boards, someone—the board, a staff person, or volunteer—still has to know Robert’s Rules of Order and make sure the board is not violating one of the many other provisions in the 700+ page book. I question the value in adopting a set of procedures outlined in a 700+ page book when a few pages of this book say, in effect, “ignore 90% of what is in this book.”
There is Risk in the “Rules”
So, given all this, why do so many nonprofits—90% by some estimates—use Robert’s Rules of Order? In many cases, it is because someone put it in the bylaws years ago, and it has remained there ever since. Many nonprofits also put reference to Robert’s Rules of Order in the bylaws because everyone else seems to be using it, and/or a board that someone served on happened to also use Robert’s Rules of Order. Doing something solely because everyone else is doing it is, of course, a terrible justification for doing so.
There are plenty of unintended consequences of using Robert’s Rules of Order. For example, doing so can be unnecessarily cumbersome or defer too much authority to a parliamentarian. There is also risk that a well-intentioned board or volunteer may inadvertently use an outdated version of Robert’s Rules of Order or overlook when an action conflicts with state law, the articles of incorporation, or portions of the bylaws.
A significant risk is also the unintentional failure to abide by the rules, which may allow someone with an agenda to question the validity of a decision that is made when the board did not observe “the proper procedure.” Attorney Susan Carlson refers to these and other risks when she wrote that “Robert’s Rules of Order can present more of a burden than a benefit to associations.”
Alternatives to Robert’s Rules of Order
It has been argued that having agreed-upon procedures for discussion and debate helps avoid the confusion and potential mistrust associated with making things up on the fly. This is a very good point, with which I agree. There are several ways to do this other than using Robert’s Rules of Order. One option is to use a different parliamentary authority. The Standard Code of Parliamentary Procedure and Democratic Rules of Order are alternatives that are much more informal and easier to use.
Another option is to adopt a conduct of meetings policy for the board of directors. Such a policy can set forth rules of conduct that are much more relaxed and informal than Robert’s Rules of Order but still address situations that may come up in a board meeting. A conduct of meetings policy can include, for example, the requirement that only one person speaks at a time and only when recognized by the chair. It could also include a requirement for attendees to be civil to one another and refrain from yelling or using personal insults.
What do you do if your bylaws designate Robert’s Rules of Order as the parliamentary authority?
First, pay attention to how it is referred to in the bylaws. In some bylaws, using Robert’s Rules of Order is required for membership meetings, but not for meetings of the board of directors. For example, look for phrases like “...the Board may adopt such rules and regulations for the conduct of its business as should be deemed advisable.”
Also, consider the use of special rules, which supplement or modify your parliamentary authority.
Finally, of course, consider changing the bylaws. For some of us, changing the bylaws is a relatively difficult and political process, involving a vote of membership as well as the board. In this case it might be easier to add a phrase to the bylaws giving the board power to adopt rules of conduct for its meetings, rather than change parliamentary authority. For many of us, however, particularly those who work in foundations or nonprofits without members, changing the bylaws is not particularly difficult.
Permit me to also add this disclaimer: I am not a lawyer. So, before you start changing your bylaws and adopting either a new parliamentary authority or adopting no parliamentary authority (as many nonprofit lawyers are now advising) please check with your legal counsel.
“This is what good boards do” is a justification for using Robert’s Rules of Order that I have heard occasionally from volunteers or staff. In many cases, this is not what good boards do. In many cases, this is what boards used to do 30 years ago, before being informed by studies around the importance of board culture, conflict management and generative thinking on board performance. The next time we are compelled by Robert’s Rules of Order to stand and obtain the floor before speaking to a 10-person Board, or when someone yells out “point of order” to the other three people in our meeting, let’s remind ourselves that we can and should do better than this.
Dave Bergeson, PhD CAE, is vice president of client relations at AMC.
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