Robert’s Rules of Order
Robert’s Rules of Order
Have you ever been in a meeting that felt aimless or got out of control? Do you wish your board of directors or owners council meetings were more organized? For family businesses looking to formalize their enterprise by developing a clearer process for meetings and decision-making, there is a time-tested architecture.
Enter: Robert’s Rules of Order.
First published in 1876 (and now in its 11th Edition: Robert’s Rules of Order Newly Revised), Robert’s Rules of Order are a useful set of parliamentary procedures that help an assembly have clarity of process in order to make decisions more effectively and fairly. (Note that “assembly” can refer to all kinds of decision-making bodies—owners council, board of directors, family assembly, beneficiary council, etc.) The specific structure, rules, and procedures followed by the assembly can be adapted to fit the needs of the business and family.
In order to carry out a meeting of an assembly, there must first be a quorum present—the minimum number of members who must be present at the meeting in order for business to be validly transacted. The quorum is set in the rules of order for the assembly and will reflect the assembly’s needs and conditions. For example, a board of directors with 10 directors may require 8 or even all 10 directors to be present for a quorum, whereas a family assembly with 120 members across six family branches in varying locations may only require several members from each branch for a quorum, to limit the scheduling and travel issues for such a large assembly.
Establishing assembly officers is another key aspect of Robert’s Rules of Order. At a minimum, there should be a presiding officer—a “Chair”—to conduct the meeting and ensure that the rules are observed, and a Secretary or Clerk, to make a written record of what is done (the “Minutes”). As is necessary or useful, the assembly may include additional officers.
Having a standardized process for meetings can go a long way in helping business proceed forward, attendees to come prepared, and to eliminate ambiguities or conflicts around how a decision was made. The following constitutes a standard format for the order of business for an assembly meeting:
- If a quorum is present, the Chair calls the meeting to order
- Review and approval of the Minutes from the assembly’s previous meeting
- Reports of Officers, Boards, and Committees
- Special Orders (matters that been previously assigned a type of special priority)
- Unfinished Business and General Orders (matters which have come over from the previous meeting or have been scheduled for the present meeting)
- New Business (matters initiated in the present meeting)
Business is brought before an assembly by a member through a motion. A motion is a formal proposal by a member, in a meeting, that the assembly take certain action. For example, once an officer has presented their report on a potential real property acquisition, a member may put forth the motion to vote to initiate the purchase of the property. Another member must second the motion before the Chair states the question of the motion.
Once the Chair presents the motion, it is on the floor, and open to debate—it can be discussed and weighed before being put to a vote.
After every member is given an opportunity to hold the floor in order to speak in debate, the Chair then puts the question to a vote. Typically, each assembly member casts an equal vote. Voting is most commonly held verbally— “aye” to affirm the motion, “no” to reject—but may also be conducted a show of hands, rising (standing to affirm), or through secret ballot.
Once the voting is complete, the Chair immediately announces the result of the vote to the assembly. Depending on the decision at hand, a vote may require a simple majority, a two-thirds majority, unanimous approval, or some other level of affirmative vote, according to the organization’s by-laws. After the meeting, it is important to record the decision in minutes, and to communicate the outcome to relevant parties not present in the assembly who will be affected by the decision—e.g. managers, the wider family group, employees, etc.
Family businesses are complex systems and increasing the organization of your meetings can go a long way toward improving efficiency, strengthening decision-making, and reducing the potential for conflict. Robert’s Rules of Order offer a comprehensive set of procedures that can be tailor fit for the needs of your family business system and are an excellent starting point for anyone looking to improve their meetings.