Robert’s Rules of Order? I’m not a big fan of Robert’s Rules. Who is this guy Robert anyway? Who made him king?
Okay, you’re right, my tongue is planted firmly in cheek. Boards do need to have a way of conducting their meetings and making group decisions. Robert’s Rules provide that framework.
That said, an overly strict adherence to the parliamentary procedures outlined in Robert’s Rules of Order can really be a buzzkill at board meetings. I’ve seen great discussions get derailed by uncertainty about procedural details. (Hence the title of this blog post, “Do I need a motion for that?” – a question I’ve heard more often than I care to count.)
Details of the board’s decision-making processes – especially the rules of voting – should be outlined in the organization’s charter documents, its bylaws, policies and/or governance manual. Some organizations’ bylaws actually mandate the use of Robert’s Rules of Order. I’m not a proponent of doing that. Go ahead and use Robert’s Rules, but do they need to be enshrined in your bylaws? I think not. (Note: I’m not a lawyer! Do check with counsel.)
Can you imagine having to go back to revisit a capital expenditure (capex) decision, or far worse – a legal challenge from a disgruntled shareholder – because the board meeting minutes omitted some detail of the Robert’s Rules process, implying proper procedure was not followed? All because the use of Robert’s Rules was mandated in the bylaws? Big problem! And yes, I’m exaggerating to make a point.
For your convenience and benefit, DirectorPrep has distilled the essence of Robert’s Rules of Order into a relatively short PDF document called Board Meeting Rules of Order. It provides basic information on making, amending and tabling motions. Think of it as a cheat sheet. Be sure to take advantage of the free download and share with others. It could save you a lot of time.
Fyi - Some board administrators have laminated one or two of the key pages of our Board Meeting Rules of Order as an easy-to-access reference guide for their board directors. Feel free to do so to make things easier and streamlined.
Board Meeting Rules of Order does help address the question of whether a motion is required to direct management on matters discussed by the board. As an individual director, when you are asking a question or offering a comment at a board meeting, you are offering your individual insight and not providing a directive to management. Your insight might lead to a full board discussion that results in the board’s collective direction to management, and for that a motion is required.
A director makes the motion, and if it is seconded by another director, the board will discuss it. Discussion is usually followed by a vote, although the motion may be amended, tabled or postponed to a future date. A vote on the motion reflects the collective will and decision of the full board. The meeting minutes capture the due diligence of the board in the discussion that follows the motion leading up to the vote.
Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help prepare for your next board meeting.