[board] Robert’s Rules of Order to run the board meetings properly for non-profit requirements

[Robert MacKimmie]

This gives me flashbacks to my junior high student government days, but what I’ve sent is the Modern, small board version. It will keep things quick, efficient and fulfill our legal requirements for holdings our meeting properly.

Read through these casually, and we’ll need to practice as we go.

See you all later today.

Robert

———————————-


The current “modern” version is  Robert’s Rules of Order Newly Revised, 12th Edition, usually abbreviated RONR 12th Edition. It became the official current edition in September 2020.  

For small corporate board meetings, the important thing is that Robert’s Rules actually provides a simplified approach for small boards and small meetings. Most small boards do not use the full formal parliamentary procedure you see in legislatures.

What “modern” small-board Robert’s Rules usually looks like

A small corporate board meeting today commonly uses:

1. Call meeting to order
2. Approve agenda
3. Approve previous minutes
4. Officer/committee reports
5. Old business
6. New business
7. Motions and votes
8. Adjournment

Typical motion flow:

* “I move that…”
* Another member: “Second.”
* Chair opens discussion.
* Vote taken.
* Chair announces result.

That’s the core structure most nonprofit boards, HOA boards, clubs, and small corporations actually use.

Special relaxed rules for small boards

Under modern Robert’s Rules, boards with about a dozen members or fewer often operate with relaxed procedures such as:

* Members can speak informally without always being formally recognized
* Motions sometimes do not require a second
* The chair may participate in discussion and vote
* Discussion can be conversational
* Strict debate limits are often unnecessary

This is why many modern board meetings feel much less rigid than older textbook examples.

Best version for ordinary board members

Most people today are better served by:

* Robert’s Rules of Order Newly Revised In Brief, 3rd Edition

instead of the full 800-page manual. It is specifically designed for ordinary officers, directors, HOA boards, nonprofits, and small organizations.  

Important corporate-board reality

Many modern corporate boards technically reference Robert’s Rules in bylaws but operate more flexibly in practice. Usually:

* bylaws override Robert’s Rules
* state corporate law overrides both
* the chair uses simplified parliamentary procedure

So the bylaws matter more than the book in many situations.

The most important concepts to know

For a small board, these are the rules that matter most:

* One topic at a time
* A motion belongs to the board, not the maker
* Majority vote usually decides
* Minutes record actions, not full discussions
* The chair should remain reasonably neutral
* Members cannot interrupt except for urgent procedural issues

Official source

The official current authority is:

Official Robert’s Rules website  

If you want, I can also give you:

* a one-page cheat sheet for small board meetings
* a sample modern board meeting script
* the 10 motions most small boards actually use
* or  explain the differences between Robert’s Rules and how Silicon Valley/startup boards usually operate.


————-/————————


⸻

Basic Motion Process

1. Member makes motion
2. Chair restates motion
3. Discussion/debate
4. Amendments if needed
5. Vote
6. Chair announces result

⸻

Voting Basics

Voice Vote

* “All in favor say aye.”
* “Opposed say no.”

Majority Vote

More than half of votes cast.

Abstentions

Do not count toward totals unless bylaws say otherwise.

Tie Vote

Motion fails.

⸻

Friendly Meeting Management

Chair Should

* Keep discussion on topic
* Alternate viewpoints fairly
* Prevent domination by one person
* Summarize before voting
* State clear outcomes

Members Should

* Speak briefly
* Avoid interrupting
* Address comments through the chair when discussion becomes tense
* Focus on motions, not personalities

⸻

Quick Script for the Chair

Opening

“The meeting will come to order.”

Before Discussion

“The motion before the board is…”

Calling the Vote

“All those in favor?”
“Any opposed?”

Announcing Result

“The motion carries.”
—or—
“The motion fails.”

Adjournment

“If there is no further business, the meeting is adjourned.”

⸻

Useful Practical Tips

* Small boards work best with informality plus clarity.
* Consensus is preferred, but motions create clear legal records.
* Minutes should record:
    * motions,
    * who made them,
    * and results of votes — not detailed debate.
* If conflict increases, return to stricter formal procedure.

⸻

Common Mistakes

* Discussing without a clear motion
* Allowing side conversations
* Reopening settled decisions repeatedly
* Forgetting to record exact wording of approved motions
* Treating abstentions as “no” votes

⸻

One Sentence Summary

For small boards, modern Robert’s Rules is mainly a lightweight structure for making clear decisions fairly and recording them properly.