When should nonprofits use Robert’s Rules – always, sometimes, never? And to what extent should they use Robert’s Rules – just the basics, every rule, or something in between? The answers to these questions likely depend on whether the context is a membership, board, or committee meeting, as well as other factors related to the assembly’s size and formality. Against such backdrop, Robert’s Rules can provide a deliberative body and its leaders with helpful parameters for properly addressing matters in an informed, effective, and beneficial manner.
Who was Robert?
Who is the Robert behind “Robert’s Rules of Order”? Born in 1837, General Henry M. Robert spent his lengthy career as an accomplished U.S. Army engineer, working all over the United States. General Robert’s experience serving in churches and community organizations showed him the need for structured procedures to aid in discussing, debating, and voting on governance matters. With a soldier’s discipline, an engineer’s eye for detail, and a heart for community service, General Robert developed a comprehensive manual on meeting procedure and related governance matters, such as officer discipline and conflicts of interest. The first edition was published in 1876.
The Purpose of the Rules
General Robert’s rules were initially drafted for large assemblies entrusted with authority to decide on a course of action for an organization. The rules established objective procedures and standards of conduct so that a group could debate and disagree on issues without being overly distracted by personal or emotional arguments or side conversations.
Consider a membership meeting at an organization with eighty members, gathering to vote on whether to purchase a new property. A disagreement could degenerate the whole meeting into shouting and chaos, creating tension and an environment in which only the most aggressive members have an opportunity to be heard. In contrast, under Robert’s Rules, concerned members who wish to speak must raise their hands and wait to be recognized before they can address the group. Every member has an opportunity to present his or her ideas for debate. The formal procedures enable productive debate and effective resolution of business matters.
On the other hand, however, consider a smaller body, such as a five-member Board of Directors. The group size naturally allows debate and conversation. Unlike in a large assembly, the members can engage with one another personally, and, with this personal connection, hopefully, a natural civility and respect will follow. In this small group context, the need for the full procedures set forth in the Rules is lesser; in fact, a rigid application of the Rules might actually hinder the group’s agility in working through corporate business.
The bottom line? Robert’s Rules can be a great asset to an organization, provided the leadership avoids a one-size-fits-all mentality and, rather, carefully considers their approach to the application of the Rules.
Dos and Don’ts
1. Generally speaking, do not adopt Robert’s Rules in their entirety, in the corporate bylaws or elsewhere.
While useful for large parliamentary bodies, Robert’s Rules are very specific and technical. The official guide to Robert’s Rules is 716 pages long. In fact, learning to implement Robert’s Rules in full is so complicated that a dedicated Robert’s Rules organization has established a formal licensing system and an international registry of professional parliamentarians. (See its website here.)
Adopting Robert’s Rules in their entirety is typically more of a burden than an expedient for an organization, especially for nonprofit board governance. Moreover, if the organization’s bylaws require board observance of Robert’s Rules but the board does not follow the Rules in practice, then the validity of board action may be vulnerable to future challenges. Blanket adoptions may also result in negative legal implications, as a number of the sections of Robert’s Rules are superseded by or in conflict with state laws regarding corporate governance.
2. Do use Robert’s Rules for addressing matters of business.
The core of Robert’s Rules is the six-step process for handling business. This portion of the Rules is arguably the most helpful to organizations. The first three steps of the process govern the manner of presenting a matter of business to an assembly – also called “bringing a motion.” The second three steps involve consideration of the matter – specifically, debate and voting.
a. Bringing A Motion.
A common mistake is to conflate the chair’s stating of the question with the putting of the question to a vote. These two steps are distinct, and, for an organization to enjoy the benefits of the Rules, should be treated as such.
Under a correct implementation of Robert’s Rules, to lead the Board to vote on a course of action, a member should first offer a motion proposing the action. If another member supports the proposal, that member verbally “seconds” the motion. The Chair will then state the question before the group and open up debate on the issue.
For example, if an organization is considering purchasing a new facility for their afterschool club, the motion will be brought through the following, or a similar, pattern:
Member 1: “I move that the board approve the purchase of 123 East 68th Street."
Member 2: “I second.”
Chair: “It is moved and seconded that the board approve the purchase of 123 East 68th Street. Is there any debate?”
Again, the language “I move that the board approve” does not actually call the vote on whether or not the board approves. Rather, the motion opens the topic for discussion and, ultimately, a vote on the proposed action.
b. Considering A Motion
One of the greatest assets of Robert’s Rules is their ability to allow organized debate. Under the Rules, debate is “discussion on the merits of a pending question.” Every member of the body (committee, board, etc.) should have an opportunity to speak and be heard. After following the above formula, the board members can then discuss, one by one, the merits of the proposal. Each member has the right to comment on the issue. The default maximum time for comment in Robert’s Rules is ten minutes per permission. In the interest of efficiency, a board may wish to adjust this to their own schedule. Once each board member who wishes to speak has spoken, the chair will say “Is there any further debate?”
ii. Putting the Question
After everyone has spoken and the debate appears to be complete, the Chair will repeat the question as precisely as possible. The form of the question here may be exactly the same as the question stated when the motion was brought initially. The Chair will use the following or similar language, “The question before the board is whether the board shall approve…” In general, only the chair can put a question to a vote.
After putting the question, the chair will call for votes in favor of and against the motion. Typically, the vote is taken using the familiar language “all in favor, say ‘aye’.”
There are several available methods of voting. Organizations may vary on their preferred method. Under Robert’s Rules, the default method of voting is by a voice vote, but in a smaller assembly, show of hands may be more appropriate. When a teleconference is used, the Board may wish to use a voice vote, or, for more important matters, a written submission.
iv. Announcement of the Result
After the vote occurs, the Chair will announce the result. The general content of the announcement should address the following three areas: (1) the result of the vote; (2) a declaration stating whether the motion is adopted or lost; and (3) a summary of the effect of the vote and an order for its implementation, if appropriate.
Continuing the preceding examples, the Chair should say, “The majority is in favor of the motion to approve the purchase. The motion to approve the purchase of 123 East 68th Street is adopted. Jane and Michael shall work with legal counsel to purchase the property at 123 East 68th Street and report back to the Board next month.”
While Robert’s Rules should rarely be adopted full-scale at a nonprofit organization, learning from key procedures in the Rules can lead organizations to more efficiently consider courses of action and decide on how to proceed. In particular, the six-step process in the Rules regarding motions can foster fruitful debate, productive meetings, and legally effective corporate action.