This is the longest single topic in board training, and it comes with a promise: understand what follows and you will know essentially everything you need to know about parliamentary procedure for a board meeting, and you will run meetings far better than most. Of the hundreds of organizations whose board meetings we have attended, the rate of getting this wrong is close to 100%.
Robert's Rules Is an Actual Book, and the Edition Matters
The authority everyone names is "Robert's." Some people do not realize it is a real, 649-page book, first published in 1876 and revised about once every ten years. The current edition is the 12th, published in 2020, and its full name is Robert's Rules of Order Newly Revised. That "Newly Revised" name has been used since 1970. The last time a volume was titled simply Robert's Rules of Order was 1893.
This matters. If your bylaws say your parliamentary authority is "Robert's Rules of Order," a party in litigation could argue you are bound by the 1893 edition, which says nothing about email or text notice, and nothing about attending a meeting by video. The fix is simple: in your bylaws and minutes, refer to the latest edition of Robert's Rules of Order, Newly Revised. Then, when a new edition appears (likely around 2030), you do not need to amend anything.
The Haunting Question: Do You Need a Second?
Most of what people think they know about parliamentary procedure was learned on a junior-high student council, often from an instructor with no real background in it. So start with the question that haunts boards: when do you need a second to a motion?
The answer is: never. Robert's Rules of Order Newly Revised expressly provides (§49:21) that in boards of roughly a dozen or fewer, motions need not be seconded. The logic of the second comes from large bodies like a parliament: with hundreds of members, you do not want everyone's time consumed by a lone member with a private axe to grind, so you ask that at least one other person vouch that the matter is worth discussing. In a group of about twelve, that makes no sense.
There is a deeper reason a board should never demand a second. As a director you have a fiduciary duty of care. You cannot tell a fellow director who says "I have something I want us to discuss," "No, you may not speak until someone else vouches for you." You have an absolute obligation to hear what other directors have to say. In hundreds of hours of board meetings, we have never once seen a motion fail for lack of a second, which tells you how trivial the whole idea is on a board.
One clarification, said with reverence for the book: Robert's addresses how meetings are conducted; it does not address fiduciary duties, because it was written for large bodies whose members owe none, they may act for themselves or their constituents. A board always owes a fiduciary duty. So even if "approximately twelve" were read generously as twenty or twenty-five, the duty of care means you still cannot refuse to hear a director for lack of a second. (As an aside, boards much larger than about a dozen tend to be less engaged and less efficient: university boards, large for governance and fundraising reasons, are a notable exception.)
The Chair Can Make Motions
The second great misunderstanding is the belief that the chair cannot make a motion. You see it in the awkward moment where the chair explains exactly what the motion is and then pleads, "Will someone make that motion?" Someone then calls out the two uninformative words, "so moved."
That impartial-chair custom also comes from large assemblies, where the person running the meeting is meant to stay neutral and often does not even vote except to break a tie. A board chair is different: the chair owes the same duty of care as everyone else and should not sit in silence when the chair has something useful to say, including making the motion. Skip the "so moved" theatrics. What matters is that everyone is clear on exactly what the motion is.
Put Motions in Writing
On a board, the issues are usually known in advance, approving a budget, hiring a candidate whose résumé was distributed, selling a building. So write the motions down. There are two natural places:
- In the reports. Ask those who submit written reports to include a proposed motion. (A proposed motion from a non-board officer is not yet a motion until a director takes it up, but everyone knows what the issue is.) The chair simply says, "We will now take up the proposed motion on page 2 of the finance director's report."
- On the agenda. For a matter with no report, print it as the agenda item: "Item 7, Resolution to sell the property on Main Street." Sent out ahead of time, it lets directors think it through and call one another for insight before the meeting. There is no reason to surprise the board with an oral motion that could have been shared in writing.
Amendments are very common and easy. Suppose the motion is to approve a property sale by the end of December, and a director says, "I'd like to amend that to after January 1, to keep it off this year's books." The chair asks, "Any discussion on the amendment?" If everyone agrees, the motion is amended to read with the new date, discussion follows, the chair calls the question, and the vote determines whether it becomes a resolution of the board.
Motions That Waste Everyone's Time
Several rituals are simply needless:
- The motion to adjourn. If the chair asks whether there is any other business and the room is silent, the odds that someone would object to adjourning are essentially zero. When business is done, end the meeting.
- The motion to "begin" the meeting. If the meeting is not yet in session, it cannot consider any motion, so a motion to start it is impossible by its own logic.
- The motion to "receive" a report. Receiving a report simply means hearing it (Robert's addresses this at §51:9). You cannot un-hear a report by voting against receiving it. The confusion comes from a different act: sometimes a board wants to adopt a report as policy. If a report recommends, say, declining out-of-state memberships, the board may vote to adopt it so staff can point to it as the board's formal policy. Adopting a report is rare; receiving one needs no vote at all. And directors cannot make a report accurate by voting on it, they are relying on the trustworthiness of whoever prepared it.
A Note on the Minutes
The same junior-high habits creep into minutes. For most organizations, minutes need not run more than about a page and a half. They should show the date (so the sequence is clear), who was present (directors and useful guests), who was absent, and a note that a quorum existed. Because directors arrive and leave, note the sequence of motions if someone came or went, so it is clear who did or did not vote.
For each item, record the exact language of the motion, as amended, and whether it passed. You do not need to record who moved it, and you do not need to name who seconded it, there is no reason to shame anyone for a second. We are regularly surprised to review clients' minutes that carefully name the mover and seconder but never state how the vote came out; the minute-taker assumes that because nearly every motion passes, it must have passed. Record the motion and the outcome. (And you do not need to ask abstainers to raise their hands, it is obvious from the fact that they did not vote yes or no.)
There are a few times to include more context, because it can matter later:
- If a director asks that a no vote be identified, often on a sensitive issue where personal liability is a concern, grant it as a courtesy. The minutes can note that the motion passed and that Director X asked to be recorded as voting no.
- When the fact of deliberation is legally important. For executive compensation, for example, the tax code protects boards that carefully consider comparable data. There it is reasonable to record that the board deliberated, reviewed comparable data from three similarly sized organizations, and set compensation as it did for stated reasons. Years later, in an audit or lawsuit, that record is invaluable.
- When a report explains why a matter was taken up, attach the report to the minutes rather than summarizing it.
Forget the student-council rituals. Know what a motion is, keep it in writing, hear every director, vote, and record the motion and the outcome. That is everything you need to run a board meeting under the latest edition of Robert's Rules of Order, Newly Revised.