For a business to stay competitive, regular board meetings are essential as they foster decision-making. However, not always such meetings bring the expected results. And that’s especially disappointing considering that, for instance, in the UK, the average number of board meetings at the top 150 companies is 8.9 in 2023.
The solution to that is a well-organized and structured board meeting, that is possible when using Robert’s Rules of Order.
Robert’s Rules of Order provides a proven framework for managing meetings in the parliamentary field — any industry. However, the latest version has around 700 pages. As such, you may find it difficult to refer back to the text during your next board meeting.
Read on for more information on how to run a board meeting with Robert’s Rules.
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What are Robert’s Rules of Order?
Robert’s Rules of Order is a top-tier guide for the correct parliamentary procedure in the United States. Companies, fraternal entities, and governments use these rules to govern meetings.
Henry Martyn Robert, an engineering officer in the US military, wrote these rules as a guide for all. The need for writing a guide on how to run a meeting appeared when Henry Martyn Robert was asked to preside over a meeting at his church. He was embarrassed by his lack of knowledge on the matter and the meeting appeared to be a failure. Eventually, he would educate himself on parliamentary law.
As he traveled the country during his military service, Robert discovered that each local government had its own version of proper procedure. As such, he wrote Robert’s Rules of Order, which would be applicable for conducting meetings in any type of organization: from government to professional associations.
At their core, Henry Martyn Robert wrote Robert’s Rules of Order to make sure meetings were democratic, orderly, efficient, and fair.
The first edition of the manual was published in 1876. As of 2023, the latest Robert’s Rules of Order Newly Revised 12th Edition (RONR) and In Brief 3rd Edition are available.
The most current 12th edition shows a willingness to keep rules current and in line with modern-day parliamentary procedures.
|Interestingly, all editions published after the death of Henry Martyn Robert were written by people who either knew the original author or were connected to those who updated the rules on Robert’s behalf.
Key 3 principles of running a meeting with Robert’s Rules of Order
According to Robert’s Rules of Order for board meetings, the following 3 guiding principles should be observed during the meeting:
- Everyone has a right to participate in the discussion before anyone speaks a second time.
- Everyone has a right to know what is happening at all times of the meeting. A speaker shouldn’t be interrupted except for urgent matters.
- Only one motion can be discussed at a time.
Robert’s Rules for board meetings preparation
According to Harvard Business Review, US companies spend about $37 billion on meetings annually. At the same time, 71% of senior managers believe those meetings are unproductive.
Thus, the main secret to a successful and effective meeting is adequate planning and preparation.
There are two main aspects Robert’s Rules of Order suggests addressing during the meeting preparation process: agenda and quorum.
According to Robert’s Rules of Order, for the diligent following of board meeting procedures and rules, an agenda for the meeting has to be prepared.
An agenda is prepared by the corporate secretary and approved by the chairman. It’s distributed among all board members ahead of time — at least one week before the meeting is most acceptable.
- Tip: For easy agenda distribution, many corporate secretaries opt for board reporting software. It allows the creation of corporate documentation and securely sharing it between multiple parties.
Before the meeting starts, an agenda should be voted in by at least a two-thirds majority vote.
During the meeting, all agenda items should be strictly followed, each point should be addressed and voted on before moving to the next point.
|Read more about Robert’s Rules of Order agenda specifics and get the template in our dedicated article.
For any board meeting to take place, a quorum should be present at the meeting.
A quorum is the minimum number of voting members that are needed to be present at a meeting to make it viable.
Each organization determines its quorum requirements depending on its needs and organizational specifics.
According to Robert’s Rules of Order, the general rule for a quorum formation is that it has to be “as large as can be depended upon for being present at all meetings when the weather is not exceptionally bad.”
Before the beginning of any board meeting, a chairperson must ensure that the quorum is present, and the corporate secretary should note this in the meeting minutes.
Rules for conducting board meetings
Now, let’s review how to conduct meetings according to Robert’s Rules. We’ll focus on the main steps of a board meeting, the chairperson’s role and responsibilities, and the specifics of handling motions and points of order.
Step-by-step process of conducting a meeting using Robert’s Rules of Order
According to Robert’s Rules, a board meeting should be conducted in the following order:
- Call to order. The chairperson welcomes all the assembled board members and officially calls a meeting to order. The date, time, place, type of the meeting, and company should be stated. The chair also states the quorum, welcomes new members, wishes good luck to retiring members, and makes other announcements.
- Board meeting minutes approval. Usually, the chairperson reads the minutes from the previous meeting at the next meeting before members approve them. However, sometimes, the meetings are distributed in advance, so that board members have enough time to study them and the corporate secretary has time to make corrections if needed. In this case, board members only need to approve the minutes by voting.
- Officers’ reports. Next, the president, vice president, financial officer, and secretary give their reports. A chair of the board should know what reports are to be given in advance to maintain order and reduce any possible interruptions.
- Board reports. A director gives a board report. If there are any recommendations, a director can move to adopt them. Board members also can make motions based on the information presented by a director, those motions should also be considered.
- Committee reports. The chair of each committee gives a report. If a committee report is purely informative, no motions are made. If there are any recommendations in the report, a reporting member then makes a motion with no need for a second (unless there’s only one member of the committee).
- Special orders. There can be some special issues that are time-specific and should be given priority. Those issues are discussed foremost. It can be both new items and previous items that were not discussed in the previous meeting.
- Unfinished business and general orders. All the items that were not discussed or resolved in the previous meeting should be first discussed in the next meeting before moving forward with new items.
- New business. Once all the unfinished items from the previous meeting are discussed, the board can move to the new items. All the new items that the board doesn’t manage to cover during the meeting become unfinished business for the next meeting.
- Adjournment. When everything is discussed, a chairperson asks board members if there are any more business items to discuss. If there are no objections, the chairperson adjourns the meeting.
Chairperson’s role and responsibilities
Any chair should allow members to voice opinions or raise and address issues in a dignified manner so that the other participants can hear clearly. As such, Robert’s Rules of Order would suggest that the chair should run the meetings in the following way:
- Follow the pre-agreed agenda, and keep the meeting moving toward its primary objectives.
- Do not over-command, let the group work organically, if possible.
- Control the efficiency and fairness of the meeting by giving the floor to those who ask to speak.
- Let every participant speak once before giving others the floor a second time.
- If a discussion gets side-tracked, refocus it back on the topic.
- Set an example of respect and courtesy, let participants know you expect the same.
- Enhance the board’s parliamentary procedure skills by implementing the correct points of order and motions (more on those in a moment).
- Give the speaker your complete attention.
- Allow for a consensus to have the final say on all meeting-related issues.
Motions and points of order
In the Robert’s Rules of Order newly revised edition, the text identifies a range of motion types, as well as the procedure for considering these motions.
|A motion is a discussion point.
There are 6 categories of motions:
- Main Motion. Introduces a new topic of discussion.
- Subsidiary Motion. Change how the group handles the main motion.
- Privileged Motion. An urgent matter not necessarily relating to any pending company business.
- Incidental Motion. A debate procedure of other motions.
- Motion to Table. Adjourns or suspends a motion.
- Motion to Postpone. Look to postpone a vote.
All of these motions follow six steps:
- Motion. A member rises or raises their hand to signal the chair.
- Second. A second board member seconds the motion.
- Restate motion. The chair then repeats the motion.
- Debate. The present members debate and discuss the motion.
- Vote. The chair asks for votes for and against the motion.
- Announce the vote. Following the tallying of votes, the chair announces the result and restates any instructions.
|Note: When it becomes clear that the board is currently unable to decide on a particular item, a board director then postpones it at a later meeting and a later date.
If specific issues need to be discussed during a meeting but don’t require a motion or vote, Robert’s Rules of Order states that the chair can handle these points straight away if declared. These include:
- Point of Order. This draws attention to any improper procedure or breaching of the rules or agreed-upon practices
- Point of Information. If a board member needs to discuss additional information (such as a non-debatable statement) to help other members make informed decisions during the board voting process.
- Point of Inquiry. Essentially a question, the point of inquiry consists of asking for clarification to make wise voting choices.
- Point of Personal Privilege. A member may use this point to address numerous topics and issues. This may include the room’s temperature, any noise outside, or the accuracy of the board pack.
|Pro tip: No matter what type of meetings your organization prefers, offline or virtual meetings, the process of conducting a board meeting (including the preparation stage) can be significantly improved when using board portals.
There you can prepare and distribute all the documentation, store board of directors bylaws, effectively collaborate with board members, and even conduct virtual meetings thanks to such in-built integrations as Zoom or MS Teams.
Tips for encouraging board members’ participation
Robert’s Rules suggest that everyone has a right to participate in a discussion. However, for a more productive board meeting, a chairperson should ensure all board members are actively engaged in a discussion process.
To do so, you might find these tips helpful:
- Share the meeting agenda in advance. This way, all the meeting participants will be aware of the topics to be discussed and can prepare to take part in the discussion.
- Foster relations. While board diversity is important and beneficial (companies with implemented board diversity are 28% more likely to financially outperform their peers), it’s often challenging to establish cooperative relations in such boards. That’s why it’s recommended to think about outside-work activities that might help the board to develop bonds and, thus, work more effectively in the future.
- Ensure regular communication. An organization, in the form of a chairperson or a corporate secretary, should keep in touch with board directors and ensure stable communication with them. Make sure each board member is aware of the latest organization’s news and knows whom to contact in case they need a fast and expert response.
- Establish accountability. Each board member should clearly understand their rights and responsibilities. This way, they have guidance on the levels of their engagement that you expect from them.
Below, the most common potentially challenging situations are described along with actions you need to take according to Robert’s Rules.
|You’re tired of the current discussion.
|Move to limit the debate time or set the number of speakers allowed to debate. It requires a two-thirds majority vote.
|You think that the current discussion is enough and further discussion is needless.
|Move to close the debate. It requires a two-thirds majority vote.
|You think that the current discussion is out of the agenda.
|Call for orders of the day.
|You doubt that the announced results of a vote are correct.
|Call for “a division of the house”, without being recognized. Then, a roll call vote will be taken.
|You think that speakers take too much time.
|Move to set a time limit for speakers.
|You want to end a meeting.
|Move to adjourn.
Interrupting a speaker
A speaker can only be interrupted in the following cases:
- If you see a breach of established rules
- If you can’t hear clearly
- If you don’t feel comfortable or safe
- If you disagree with the president of the board’s ruling
- If you need to get information about business
- If you do not agree with a call for unanimous consent
Implementing decisions after the meeting
After the meeting adjournment, a post-meeting phase takes place. Here, two main action points matter for efficient decision-making:
- Follow-up materials. All board members should receive follow-up materials with action items for each board member to perform soon after the meeting.
- Next meeting’s agenda preparation. This step is important since apart from agenda and discussion items for the next meeting, a corporate secretary should also prepare previous meeting minutes with all the unfinished business that’s required to be addressed in the next meeting.
How can board room software be helpful?
Now that we’ve shown you how to run a meeting using Robert’s Rules of Order, you may want to think about digital software to facilitate the meeting process further. This is how a board portal can streamline and improve the meeting process:
- Confidentiality among your shareholders. Although board meetings usually involve many sensitive documents, boardroom software has user permissions, so only certain personnel can access the files.
- Immediate vote. Most board room software has a feature to log votes instantaneously, meaning you don’t have to record them in your minutes manually.
- Smooth meeting minutes creation, review, and distribution. Your boardroom software will provide a safe space where you can go back and review the minutes from previous meetings, perfect for those who are unable to attend a particular session. It will also reduce admin costs and increase board member engagement before, during, and after the meeting.
- Robert’s Rules of Order creation and templates. Additionally, board room software allows for creating and using Robert’s Rules of Order cheat sheet, which can significantly improve the meetings. Apart from this, board portals also allow for the creation and storing of the organization’s bylaws, meeting minutes, and other board documents.
So, thanks to modern boardroom software, board meetings are efficient and well-organized, which benefits the company in the long run. Explore the selection of the top board portal providers on our main page to choose the one that fits your needs the best.
Robert’s Rules of Order is a detailed manual for organizations of any type on how to conduct meetings correctly and efficiently.
Though not mandatory to use, Robert’s Rules provide valuable guidance on the best practices and rules for running a meeting. Based on Robert’s Rules, an organization can create its own rules and procedures that will help board members to stay organized during a meeting, and meetings to be productive.
That’s exactly why implementing Robert’s Rules principles for conducting meetings is highly recommended for any type of business.
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How is voting conducted under Robert’s Rules?
There are five ways to vote on a motion:
- By voice. The chairperson asks those who agree with a motion to say “YES” and those who are opposed to a motion to say “NO”.
- By roll call. Each member’s name is called, after which that person has to say “YES” or “NO”.
- By general consent. When a motion isn’t likely to be opposed, a chairman then says “If there’s no objection…”, and if all board members keep silent, it means they all agree on a motion and a motion passes. If at least one member says “I object”, a motion should then be put to vote.
- By division. Members who agree to a motion raise their hands or stand.
- By ballot. Board members write their votes on a piece of paper.
Can Robert’s Rules be adapted for virtual meetings?
✅ Absolutely! Robert’s Rules of Order provide general guidance on how to conduct meetings but can be adjusted depending on the company’s type or needs.
Can I amend a motion once it has been made?
Yes. For this, a board member who thinks a motion should be amended states: “I move to amend the motion on the floor.” A motion to amend should be seconded and voted upon. Then, the amended motion is put to a vote.