Don’t Let the Rules Get in Your Way

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30th Mar 2015

Robert’s Rules of Order were developed to provide a standard procedure to facilitate orderly meetings of parliamentary organizations. To some, however, Robert’s Rules are a confusing morass of protocols that impede, not promote, a Board’s effectiveness. It’s worth noting that Robert’s Rules of Order are not a creation of the Legislature or part of the common law. In other words, Robert’s Rules are not legally binding and there is no requirement that any board of directors employ all or some of the Rules in conducting their meetings. The only caveat to that statement is that many times, an association’s governing documents will provide that the Board is to follow Robert’s Rules, in which case, they must be followed.


Point of parliamentary what now?

The often-complex Rules can be intimidating. If your Board must use Robert’s Rules, it is important that all members of the Board be familiar with how the Rules work. There are several books and websites that discuss Robert’s Rules in depth. I like to keep a handy “cheat sheet” available at meetings in order that the proper words and procedures are used in proceeding on various motions. Rather than get lost in the minutia, however, I recommend that boards stick to the basics at the annual meeting.

Put simply, Robert’s Rules provide:

  • Before a matter may be considered, it must be moved and seconded;
  • Each member may speak on the motion once before anyone speaks a second time;
  • The Chair decides who speaks when;
  • With limited exceptions, no one may interrupt the speaker once he has the floor;
  • Once the speaker has the floor, she may only address the motion at hand;
  • To end debate, limit debate or “kill” the motion entirely, a 2/3 vote of the members is required.

The key is to promote an orderly discussion of the agenda.

Some common mistakes to avoid:

  • Although Robert’s Rules provide the Chair may only vote to break a tie, most Declarations provide that the Chair is also a member of the Board and, thus, must vote on all matters before the Board;
  • Although Robert’s Rules provide that a Director may abstain, under Florida law, a Director is only allowed to abstain if he has a conflict of interest;
  • Although Robert’s Rules allow a Board to exclude members by going into “executive session,” under Florida law, the Board of Directors of a condominium association may only exclude members if it is meeting with its attorney regarding proposed or pending litigation or when discussing personnel matters. In homeowners’ associations, the Board may meet in closed session with its attorney only to discuss proposed or pending litigation.

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