Did you know the “Robert’s Rules of Orders,” by which our Boards function today, was originally invented by a Mr. Henry Martyn Robert, an engineering officer in the regular Army?
After experiencing extreme embarrassment when asked to preside over a public meeting at a local church, due to not understanding Parliament law, he decided to educate himself. Upon studying available materials available to him at the time about “Parliament Law” (books, pamphlets, there wasn’t an “Internet”) he discovered there was no “common” set of rules for conduct within the Parliamentary structure of running a board meeting in the U.S.
To alleviate both his own embarrassment as well as other leaders across the nation, he wrote “Robert’s Rules of Order” in 1876. Since that time, “Robert’s Rules” have undergone 11 revisions and remain today, the standard of rules, protocol and procedures by which board meetings are governed and run.
Here is an excerpt from HOAMCO’s “Board Training Manual” – one of the many tools HOAMCO offers to educate and empower their community board members. Robert’s Rules of Order are discussed here, illustrating how to facilitate a successful board meeting, and how to use them in conjunction with a HOA’s governing documents:
“Facilitating the Meeting:
- The Board can take action by voting on a motion.
- The Board can take action through a unanimous written consent form.
- The Board cannot take action through a telephone poll (it must be written).
- The Board cannot take action if three of five members vote yes by email (it must be unanimous).
Robert’s Rules of Order and “Parliamentary Procedure”
- It is common for boards to adopt some form of “parliamentary” procedure in conducting meetings and transacting business.
- Typically, utilizing parliamentary procedure, like Robert’s Rules of Order, assists boards in conducting “business-like” board meetings with official sounding “motions” made by directors, which require a “second” vote before all the directors either vote “Aye” or “Nay” on the issue.
- However, even if Robert’s Rules of Order is expressly adopted by the Board, these rules of procedure do not control or override the Governing Documents.
- In other words, unless the CC&Rs, bylaws or articles of incorporation specifically state that the board must conduct its business pursuant to Robert’s Rules of Order or parliamentary procedure, the Board is only bound to conduct its meetings in accordance with the provisions of the governing documents.
- Generally speaking, the only limitation that is expressed in governing documents is that the Board should simply conduct its board meetings in a “business-like” manner.
- The President is entitled to vote on any matter facing the Board, just like any other director, unless there is explicit language in the association documents providing that the president does not vote, or only votes in the event of a tie.
- If there is no such language in the documents, the President has the same voting rights as the other directors. Even if an association’s governing documents expressly state that Robert’s Rules of Order or “parliamentary procedure” is required, it is unlikely that the association’s board has truly been applying Robert’s Rules of Order or parliamentary procedure in a strict sense.
- Rather than worrying whether the board members are strictly complying with parliamentary procedure, directors should focus on conducting the Board’s business in a “business-like manner” without attempting to preclude directors’ votes or business for failure to strictly comply with parliamentary procedures.”
For more, free Board Member training, contact HOAMCO at 1800-447-3838 and ask about our free seminars and training tools for Board Members.
Board Member training is open to any community association board, even if they are not a HOAMCO client.