A year ago I had a call from a board chair who said, “We’re stuck.” As it turned out, they had a set of parliamentary procedures in place (as well as a “first parliamentarian” and a “second parliamentarian”) that had tied them up in knots. They were literally stuck and unable to move forward or take action on even the most basic items on their agenda.
As the board chair, parliamentary procedure can be intimidating, and those who know the details (or pretend to know them) can wield an inordinate amount of power in meetings and either help to move decisions forward or bring them to a screeching halt.
Most boards today are using parts and pieces of the parliamentary procedure described in Robert’s Rules of Order, first published as a book in 1876 by then U.S. Army Brigadier General Henry Martin Robert. Since then, eleven editions of his book have been published, with the most recent being the 2011 edition of Robert’s Rules of Order Newly Revised. Robert’s intention was to include in one book a uniform set of parliamentary procedures that all organizations (or “societies”) could use to guide their deliberations.
Believe it or not, the National Association of Parliamentarians and the American Institute of Parliamentarians have almost 5,000 members among them, and while you may not have one of them on your board, you undoubtedly have at least one amateur parliamentarian in your midst. And while these parliamentarians may have lost track of this, the reason for parliamentary procedure (and Robert’s Rules) is to ensure democratic rule, provide a fair hearing for everyone, and protect rights.
Unfortunately, for many nonprofit boards, obsessive or clumsy application of Robert’s Rules can become an obstacle to getting work done—including failure to move forward on issues for which there is unanimous support. We’ve all been at meetings where the group has reached consensus and is ready to move ahead—a motion is moved and seconded—and then someone suggests a modification to the motion. The next several minutes are spent untangling what should have been a simple matter.
While our amateur parliamentarians might want us to believe that our board meetings must follow Robert’s Rules of Order, I have seen very few nonprofits that have bylaws where this is a requirement. Even when they are, it is important to understand that the Rules are a “default source of authority” that is subordinate to other rules. So a nonprofit is governed first by state law, secondly by the articles of incorporation, thirdly by its bylaws, and fourthly by resolutions of the board of directors. It is only when those governing documents fail to provide the answer is it appropriate to refer to Robert’s Rules of Order.
It is much more likely, however, that your board has unofficially adopted and adapted its own set of meeting practices that allow you to conduct business and make decisions in an orderly manner. It is also highly likely that these meeting practices align fairly closely with a few core elements of Robert’s Rules:
• A board member makes a motion
• Another board member must second the motion
• The board discusses or debates the contents or intent of the motion
• And then they vote on the motion
For most organizations, taking these basic steps is all that is required in order to take action as a board. It is easy to complicate this all further, but don’t do it. If you find that the board is ready to move forward and make a decision but finds itself getting bogged down in parliamentary procedure, stop for a moment and ask, “What is it that we all agree we want to accomplish here?” Once you have that answer, ask, “And what would be the simplest way to do that?” Then do what sounds simple and sensible.
Adherence to parliamentary procedure can be invaluable for maintaining order and transacting business in public meetings, and Robert’s Rules can provide a helpful framework for board meetings too, but don’t let the parliamentarians tie you up in knots.
If you are interested in learning more about this topic or about other board governance issues and strategies, contact Jeff Wahlstrom at [email protected] or (207) 992-4400.