Many nonprofits mistakenly believe that they are required to use Robert’s Rules of Order to conduct meetings. They also commonly operate under the misnomer that using Robert’s Rules of Order is as simple as the “motion,” “second,” and “vote.” Yet at nearly 700 pages in its latest edition, Robert’s Rules of Order is a complex and comprehensive guide to a parliamentary procedure with so many particularities that some recommend keeping a cheat sheet on hand during meetings.
We have repeatedly advised clients to leave Roberts Rules of Order out of their document or if they must include them, adopt them as a non-binding guideline. Still, Robert’s Rules continue to be popular with many nonprofits in one form or another. Many reference Robert’s Rules in their governing documents. Unfortunately, Robert’s Rules are a poor fit for many nonprofits and their misuse can eventually lead to the exact chaos that they were intended to prevent. Here’s what you need to know.
What are Robert’s Rules of Order?
Robert’s Rules of Order was developed in 1876 by U.S. Army Colonel Henry Martyn Robert as a comprehensive and formal guide on parliamentary procedure. The goal was to ensure orderly meetings that resulted in fair decision-making. Robert created the Rules after he was asked to lead a public meeting that ended in chaos. He later set out to study various principles of parliamentary procedure and modeled his first version of the Rules on the rules of procedure used by the U.S. House of Representatives.
Roberts continued to revise and refine his book of rules. Over time, the torch was taken on by a partnership of his descendants and other parliamentary experts. Interestingly, the Robert’s Rules Association includes its own instructions for how to adopt its use into an organization’s bylaws and further recommends that those organizations purchase copies of the book for the chairman, officers, and committee chairmen, both in its full and “in brief” editions. Over six million copies have been printed to date.
Should Your Nonprofit Use Robert’s Rules of Order?
While an agreed-upon procedural framework can help meetings run more smoothly and ensure proper decision-making, Robert’s Rules is not the only choice—and may not be the right choice—for your nonprofit. Here are some of the common problems with using Robert’s Rules.
Robert’s Rules of Order is Cumbersome and Confusing
The current edition of Robert’s Rules tops out at almost 700 pages. It is so cumbersome that its most current panel of editors and authors saw fit to publish a separate abbreviated “in brief” version. As a result, running a meeting according to the official rules is often impractical and inefficient for most small (and even large) nonprofits.
For example, according to the rules, the standard order of business at meetings should begin with reading and approving minutes, reports from officers and committees, special and general orders, unfinished business, and finally new business. With meeting time at a premium and commonly after hours, discussion and debate on critical new business matters can be cut short; the group will likely get muddled in the standard agenda items that must precede new business leaving little time for discussion of new business.
Adherence to Robert’s Rules of Order can also lead to an uneven balance of power if certain members are more informed of the rules than others. A self-proclaimed parliamentarian may use their procedural prowess to steer decision-making in one way or another.
Conflicts with Bylaws or State Laws
Each state has its own set of laws and rules that govern how nonprofits operate, including conducting meetings. Because Robert’s Rules are so comprehensive, they inevitably conflict with different state law provisions. Robert’s Rules of Order even acknowledges the potential for conflicting requirements; it outlines a hierarchy of authorities in which applicable laws, corporate charters, and organizational bylaws all trump the use of the Rules.
But unless one of your board members is a lawyer with intimate knowledge of state nonprofit rules, the process of determining which of the Rules apply and which ones are overridden by state law can be daunting. Likewise, if this hierarchy is misunderstood, decisions may later be questioned for their failure to abide by applicable state law. The same applies where the Rules may conflict with an organization’s bylaws.
Opens the Door to Challenges on Technicalities
Roberts Rules can serve as a useful guideline for large boards. However, unless you fully understand and apply Robert’s Rules in their entirety, your board opens the door to those who would challenge their actions on a technicality. If a dispute develops, the failure of a board whose organization has incorporated the Rules into their bylaws to fully follow them leaves their actions open to challenge. If the processes and procedures called for in the bylaws are not followed, those who disagree with board action will always find a way to challenge the board’s decisions based on technicality.
Out of Touch with Modern Norms
Some critics of Robert’s Rules of Order emphasize that the model is outdated and out of sync with today’s business practices. People get things done much differently now than nearly 150 years ago when the rules were originally developed.
The consensus and collaboration model has grown in popularity as an alternative more suited to modern norms. In this model, an idea or proposal is introduced for discussion, amended as needed, and consensus sought before calling for a vote.
Best Practices for Nonprofit Board Meetings
Before your nonprofit decides to adopt the use of Robert’s Rules of Order into your organization’s bylaws, you should carefully study Robert’s Rules and understand its requirements. Then consider how your organization operates, including how you approach decision-making and conflict resolution, and whether Robert’s Rules is truly the best fit for your organization.
If you decide to adopt Robert’s Rules, make sure that it does not conflict with state law or your bylaws. In some cases, you may need to make special provisions or amendments to your adoption of Robert’s Rules to ensure that they don’t run afoul of contrary state law or bylaws. Finally, you should take steps to educate voting members on the Rules and ensure that they are consistently applied to avoid having votes later questioned on technicalities or procedural grounds.
A better approach for most nonprofits is to reference Robert’s Rules as a guideline rather than a requirement or better still, leave it out altogether. Most meetings can be conducted effectively and efficiently with the use of a consensus model or a simple “first,” “second,” and “vote” procedure.
Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C. licensed to practice in Washington and Arizona. Ellis advises nonprofit and socially responsible businesses on corporate, tax, and fundraising regulations nationwide. Ellis also advises donors about significant gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.