Board Procedures Versus a Membership Meeting or Convention
What Rules Should You Follow?
You might think the question of what rules should be followed in your organization would be fairly complicated, but it’s not. There’s a very specific legal answer: it depends. (Surely you’ve dealt with attorneys before.) The reason it depends is because different groups use different levels of procedure. While at times it can be more complicated, the general rule is that larger groups use more formal procedures, while smaller groups use less formal procedures.
These levels of formality make sense. For instance, I serve as parliamentarian at several conventions that meet each year with thousands of delegates attending. In an effort to be fair, the rules of large conventions tend to be very formal. No delegate speaks without first being recognized by the chair. In fact, the floor microphone isn’t even turned on until the member is given permission to speak. Once a delegate starts to speak, she has two minutes under the rules. At the end of two minutes, the microphone is turned off. No one speaks a second time as long as anyone who has not yet spoken wishes to speak a first time. While such rules may seem strict, they are necessary to be fair. After all, you can’t easily have a conversation with a thousand people.
On the other hand, how formal do you want to be in your small board or committee? Boards often have only four or five members. A committee can be as small as one person. How formal do you want to be in your committee of one? (“I move to take a 10-minute bathroom break.” “Oh, no, there’s no one to second my motion!”)
The same formality that helps a larger organization function can actually hinder a smaller body. With that in mind, Robert’s and other parliamentary books recognize that small boards and committees should operate under more relaxed rules of procedure. Can such a small board or committee sometimes choose to operate more formally? Absolutely! If informality is preventing work from getting accomplished, a smaller group may choose to operate more formally with motions, seconds, and votes. As an example, city councils, county commissions, and school boards tend to be more formal, even though they only have a few members. Such groups have decided that the importance of the issues they are addressing or the potential controversy with anything they do warrants dotting all i’s and crossing all t’s.
Different Procedures for Different Types of Groups
When it comes to procedure, business meetings don’t need to be more formal than necessary to quickly and fairly transact business. However, that means that the level of formality may vary depending on the size, nature, and purpose of the group. I describe some of the most common types of organizations, and the procedures they typically follow, in the following sections.
Most organized societies have regular meetings of their members. This includes monthly meetings of nonprofits, regular union meetings, or the annual meeting of a condominium or homeowners association. At these meetings, any member can show up, and the group, by voting, can speak or act on behalf of the entire organization.
Typically, due to their larger size, membership meetings must be run fairly formally. Informal discussion of matters is impractical due to the number of members present. Limits on debate must be observed to keep the meeting on time. Formal votes help to avoid legal challenges. However, the latest edition of Robert’s recognizes that such formal procedures may not be appropriate for small associations and recommends that a society with fewer than a dozen members should consider adopting less formal rules to govern meetings.
Boards are typically smaller elected or appointed bodies with administrative or managerial duties. For instance, governmental boards are most often created and defined by statute or local ordinance. Nonprofit association boards are typically defined in the governing documents of the organization. In all such instances, the board has such authority as is given to it.
Because boards tend to be smaller, their procedure can be less formal. In fact, Robert’s provides that the rules governing a board meeting “where there are not more than about a dozen members present” is different in the following respects:
- Members may raise a hand instead of standing when seeking to obtain the floor.
- Members may remain seated while speaking or making motions.
- Motions need no second.
- Discussion of the subject is permitted while no motion is pending.
- When a proposal is clear, a vote can be taken without a formal motion.
- There is no limit to the number of times a member may speak to a subject or motion.
- Occasions where debate must be limited or stopped should be rarer than larger meetings.
- The chair is typically a full participant and can debate, make motions, and vote.
- Votes are often taken by a show of hands.
Are all of these informal rules perfect for any board? No—yet once again, Robert’s notes that smaller boards may choose to adopt more formal procedures given their circumstances.
A large group may find that proceeding informally causes confusion and delay. On the other hand, a small board that attempts to be too formal may actually hinder business. Apply the Goldilocks rule: meeting procedure should be “just right” for the size of the assembly.
Occasionally, you will see very large boards. For instance, a number of trade associations have boards in excess of 100 members! In these cases, the informal rules recommended by Robert’s don’t apply, and the group should operate much like a large membership meeting.
Conventions are yearly (or even less frequent) gatherings of delegates who represent other members. For instance, a state or national association or union may have an annual convention to consider resolutions on behalf of the organization and to vote on other important issues. Delegates to the convention may have one vote or may carry the many votes of the members they represent.
As you can imagine, the large size of a convention often requires even more strict rules than those found in Robert’s. After all, 10,000 delegates (there are such meetings!) all wanting to speak to an issue is impractical regardless of how long the convention lasts. Because of this, conventions frequently adopt supplemental rules that address issues of how long delegates can speak, how often delegates can speak, and even which motions can be made.
Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is author of The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track and lead author of Notes and Comments on Robert’s Rules, Fourth Edition. Jim is a partner in Law Firm Carolinas. For more information, visit www.jimslaughter.com.
Charts and articles are intended to provide general information on parliamentary procedure and are not legal advice or a legal opinion.