By Attorney Scott Eriksen
For many New England community associations, the fall means more than just apple-picking, cool weather and leaf-peeping. It also means association meeting time, and very often at those meetings you may hear the board, management or legal counsel invoke the wonder of “Robert’s Rules of Order.” If you are like most people, you may have never heard of Robert and his Rules before, or if you have, perhaps only in passing. While the subject may seem a bit esoteric, rules of parliamentary procedure – of which Robert’s version is perhaps the most well-known and oft-used – are very handy in facilitating an organized, productive meeting.
We will come back to the important points of parliamentary procedure in a minute but first: seriously, who is “Robert” anyway? Henry Martyn Robert was raised in Ohio, graduated fourth in his class from West Point in 1857 and served in the Corps of Engineers during the Civil War. Robert’s claim to fame – his Rules of Order – originated here in the Commonwealth while Robert was living in New Bedford. Legend has it that Robert authored the Rules in response to some difficulty he had leading a church meeting which devolved into chaos over abolitionist concerns. Determined not to face an angry, Yankee mob unprepared again, Robert penned the first version of his now ubiquitious rules.
So that’s Robert in a nutshell – West Point alum, general, and engineer by training. A man who sought and created a method to instill order, form and efficiency at meetings. Now, back to the Rules themselves. First, a reminder, Robert’s Rules is but one manual of parliamentary procedure. To say a meeting is going to be run in accordance with Robert’s is to commit to that manual. Often times it is more accurate to say that a meeting is going be run in accordance with some level of parliamentary procedure. The level of formality may depend on the nature of the meeting, the size of the group and the participants’ knowledge of formal rules like Robert’s. However, almost all meetings of owners warrant some level of formality to ensure a timely and effective review of the important matters at hand. So without further ado, our recommendations and pointers on implementing formal procedure at your next meeting:
- One Size May Not Fit All: Meeting formality is a sliding scale. Too much can be just as troublesome as not enough, and size matters when it comes to determining how best to proceed. Meetings with fewer participants (board meetings) may be run effectively with less formality, while too little formality at larger meetings may lead to delay, confusion and chaos. Adopt an approach that works for the size of the group involved.
- Be Consistent: Once you have settled on an approach to running the meeting, stick with it. Changing tack over the course of a single meeting will only lead to disruption.
- Know Your Documents: The association’s governing documents are important in determining the application of rules of parliamentary procedure. What constitutes a quorum? What vote is necessary to carry an action? Are proxies allowed? The answers to these questions are typically set forth in association’s governing documents and individuals charged with overseeing a meeting should be familiar with their implications.
- The Motion: The motion is the basic building block of conducting formal business at any meeting. Under Robert’s Rules, the motion, made by an authorized member of the body, should be the starting point of virtually all discussions, votes or actions taken at a meeting. Recognized individuals may make a motion by simply stating: “I move to discuss the association’s budget for Halloween decorations…” or “I move that we discuss hiring Sno-Be-Gone to do our plowing this winter…” Most motions require a second in order to proceed. That is, another member of the body will say “I second the motion regarding the Halloween decorations,” or more simply “I second the motion.” Once this has been completed, the subject has been “put in play” and formal action may be taken. That is motion practice simplified to the extreme. Depending on how closely you follow Robert’s Rules, motions can be tricky. Some motions are debatable, while others are not. There are thirteen ranking motions. There are main motions, subsidiary motions, privileged motions, incidental motions, and bring back motions. It’s enough to make one’s head spin. For our purposes, suffice to say that a motion and a second are the “kickoff” of most discussions, actions and votes at meetings.
- General Organization of Meetings: For larger groups, an organized structure to a meeting will help move things along and keep everyone on topic. We recommend circulating an agenda in advance of the meeting to serve as a roadmap of what will be covered. The meeting is called to order at the appropriate time by the chair (usually a member of the governing board) or a moderator (perhaps counsel or a professional parliamentarian). A quorum must be established to take formal actions at the meeting. Once this has been completed the substantive topics of the meeting –discussions, votes or otherwise – should proceed in accordance with the agenda.
- Voting: When a motion is made and seconded, the chair can put certain questions to a vote of the assembly. The question (sticking with the example above, “Whether to increase the budget for Halloween decorations”) is put to the assembly and then subject to debate. The chair or moderator calls upon members of the assembly in turn – giving them “the floor” – to speak for or against the question. All debate should be confined to the question at hand. Once all of the members of the assembly who wish to speak have done so, the question is put to vote. Votes may be conducted by show of hands, voice or ballot. As noted above, the necessary vote depends on the governing documents.
- Keeping Minutes: Minutes are an important record of all meetings. A member of the governing board or, in some cases, a management agent should be designated to take minutes. The minutes should, at a minimum, include the following information: the type of meeting (annual, special, etc.), the name of the association, the location of the meeting, the date and time the meeting was called to order, whether a quorum was established, descriptions of all motions, actions and votes taken, and the time of adjournment.
- And Last, But Not Least: After a long night, perhaps the most awaited action of any meeting is adjournment. A motion is made to adjourn, seconded, put to the body and – assuming everyone present has had enough fun – the meeting is closed.