Nine Myths About Board Meeting Procedure Worth Debunking

Slaughter-9 board meeting myths June 14, 2023 By: Jim Slaughter

Breaking down common myths and misconceptions about board meeting procedures can help associations run more effective and efficient meetings.

As an attorney and professional parliamentarian, I’m sometimes asked, “Who was Robert, and why do his rules rule?” Henry Martyn Robert was the original author of Robert’s Rules of Order.

Most organizations with a parliamentary authority use Robert’s. To the public, Robert’s Rules and parliamentary procedure are one and the same. However, a lot of what is “known” about procedure—especially board meetings—is wrong. Mark Twain warned, “It ain’t what you don’t know that gets you into trouble. It’s what you know for sure that just ain’t so.”

Below are nine myths about board meeting procedure that associations should put to rest.

Myth 1: Parliamentary Procedure Doesn’t Matter

Many associations dictate in their bylaws or other governing documents that a parliamentary book will be followed when transacting business. Some states even have statutes that require certain organizations (e.g., HOAs, condos, nonprofits) to follow rules or Robert’s. Ignoring or incorrectly applying such procedures can lead to embarrassment and even lawsuits.

Myth 2: Any Robert’s Will Do

While there are many books with Robert’s Rules in the title, most are earlier editions or knockoffs. There is one official Robert’s that is the successor to earlier works. Each new edition brings changes to procedure. The current edition is Robert’s Rules of Order Newly Revised, 12th Edition. If your organization’s rules specify the “latest edition,” this is the book you need to use.

Myth 3: Boards Follow the Same Rules as Other Meetings

Rules aren’t one-size-fits-all. Problems are common when large meetings behave too informally, or small meetings behave too formally. Rules should be like clothes—they should fit the organization they are meant to serve.

Most parliamentary manuals provide that board and membership meetings are conducted differently. Large meetings must be fairly formal. However, formality can hinder business in smaller bodies. Robert’s recommends less formal rules for boards where there are not more than about a dozen members present, including:

  • Members may raise a hand instead of standing to obtain the floor.
  • Members may remain seated while speaking or making motions.
  • Motions need no second.
  • Discussion of a 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 in larger meetings.
  • The chair is typically a full participant and can debate and vote on all questions.
  • Votes are often taken by a show of hands.

Smaller boards that dislike informality may follow more formal procedures. Informal boards may also choose to be more formal on important or controversial matters.

Myth 4: Seconds Always Matter

In a larger or more formal body, a second to a motion implies that at least two members want to discuss it. If there is no second, there should be no further action on the proposal. However, after any debate, the lack of a second is irrelevant. For less formal smaller bodies, seconds aren’t required.

Myth 5: Debate and a Formal Vote Are Required

Many noncontroversial matters can be resolved without debate through “general” or “unanimous” consent. Using this method, the presiding officer asks, “Is there any objection to …?” For example, “Is there any objection to ending debate?” If no one objects, debate is closed. If a member objects, the matter is resolved with a motion and vote. Unanimous consent allows an assembly to move quickly through non-contested issues.

Myth 6: The Maker of a Motion Gets to Speak First and Last

The maker of a motion has the right to speak first to a proposal. After speaking, the maker has no more rights to speak than other members.

Myth 7: “Old business”

“Old business” is not a parliamentary term and suggests a revisiting of any old thing ever discussed. The correct term, “unfinished business” makes clear the term refers to specific items carried over from the previous meeting. A presiding officer never needs to ask, “Is there any unfinished business?” Rather, the officer should simply state the question on the first item.

Myth 8: Yelling “Question!” Stops Debate

The previous question (or motion to close debate) is often handled wrong. Shouting “Question!” is not only bad form, but it’s also ineffective. A member wanting to close debate must be recognized by the chair. The previous question requires a second and a two-thirds vote. Only the assembly decides when to end debate.

Myth 9: The Chair Rules the Meeting

The chair is the servant of the assembly, not its master. If the assembly rules are being violated, any member can raise a “point of order.” Once the chair rules on the point of order, a member can appeal from the decision of the chair. If seconded, the appeal takes the parliamentary question away from the chair and gives it to the assembly. The assembly is the ultimate decider of all procedural issues.

The benefits of a well-run board meeting go beyond legal concerns. Proper procedure can turn long, confrontational meetings into short, painless ones. Eliminating these myths will bring your meetings more in line with proper procedure and result in shorter, more effective meetings.

Jim Slaughter

Jim Slaughter is an attorney, certified professional parliamentarian, professional registered parliamentarian, past president of the American College of Parliamentary Lawyers, and author of the 2022 books, Robert's Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition.