In John Cheever’s short story, “The Bus to St. James’s” (1956), “Mr. Bruce was called out of a stockholders’ meeting to take a telephone call. . . [W]hen he returned, the meeting itself had fallen into the hands of an old man who had brought with him Robert’s Rules of Order. Business that should have been handled directly and simply dragged, and the meeting ended in a tedious and heated argument.”
Yet the introduction to Robert’s Rules promises that, “The application of parliamentary law [from the French parler, to speak] is the best method yet devised to enable assemblies of any size, with due regard for every member’s opinion, to arrive at the general will on the maximum number of questions of varying complexity in a minimum amount of time and under all kinds of internal climate ranging from total harmony to hardened or impassioned division of opinion.”
Should Robert’s Rules be adopted by corporate boards (and board committees) to increase the efficiency and effectiveness of their meetings? Or would doing so only foster “tedious and heated argument[s]”?
A board (or committee) meeting would qualify as a “deliberative assembly” under the Rules’ Section 1:1—that is, as a “simultaneous aural communication” in which the participants: have equal votes; “are ordinarily free to act within the assembly according to their own judgment”; can, assuming that the meeting has been properly called and that a quorum is present, “act for the entire membership”; and are not considered to have withdrawn from the group just because they have disagreed with one or more of its collective decisions.
Sections 2:7 and 2:12 acknowledge, respectively, the governance precedence of a corporation’s articles of incorporation, and, secondarily, of its bylaws.
Those documents, in connection with the state of incorporation’s corporate caselaw (which mentions Robert’s Rules only sparingly) and statutes, and supplemented by the company’s non-binding governance guidelines, resolve many procedural issues—such as the definition of a quorum, and the requisite number or proportion of votes to approve a proposal.
But questions might well remain about a meeting’s “rules of order,” defined by Section 2:14 as the “written rules of parliamentary procedure formally adopted [to promote] the orderly transaction of business in meetings and to the duties of officers in that connection.”
Under Section 2:15, “[t]he usual and preferable method by which an [organization] provides itself with suitable rules of order is. . . to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization’s parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual.” (A loose analogy might be to a table of card-players’ agreeing to play “according to Hoyle,” or possibly, “according to Scarne,” perhaps with some specified variations or additional “house rules.”)
Even a lawyer might shudder when flipping through the only “generally accepted manual of parliamentary law” that comes readily to mind: the (large-)hand-sized, 712-page, 20-chapter Robert’s Rules of Order, Newly Revised, 12th edition (2020) itself.
But, whether or not she first resorts to the publisher’s more user-friendly Robert’s Rules of Order, Newly Revised, in Brief (2020) (213 pages) (“In Brief”)—which breezily acknowledges (at page 101) that the full manual’s “volume and detail may make reading the entire book seem daunting to many people”— a board or committee leader shouldn’t be intimidated by this chunky checklist for chairpeople.
To begin with, boards can easily dispense with many of the Rules’ “customs of formality,” such as (under Section 3:11) addressing the presiding officer by title (“Mr./Ms. Chair”), rather than as “you,” or by name.
Indeed, the Rules themselves discourage unnecessary (and, sometimes, literal) standing on ceremony. Although normally, under Rule 3.31, “[t]o claim the floor, a member rises at his place, faces the chair, and says, ‘Mr. President,’ or ‘Mr. Chairman,’” that Rule concedes that “If only one person is seeking the floor in a small meeting where all present know and can clearly see one another, the chair can recognize the member merely by nodding to him.”
Moreover, under Rule 49:21, “Procedure in Small Boards,” in board meetings “when there are not more than about a dozen members present,” various formalities can be abandoned in the name of efficiency: motions don’t have to be seconded; proposals that are “perfectly clear to all present” don’t have to be introduced as motions before being voted on; there are no limits on “the number of times a member can speak to a debatable question”; and “[i]nformal discussion of a motion is permitted while no motion is pending.”
Finally, Section 25:1 enables the board to suspend one or more or the rules, unless doing so would conflict with “a fundamental principle of parliamentary law” (e.g., under Section 25:11, if it would deny, other than as the result of a disciplinary proceeding, a member’s “right to attend meetings, make motions or nominations, speak in debate, give previous notice, or vote”).
In fact, for board members and their counsel, the core of Robert’s Rules appears to be a relatively-manageable 220 pages:
Chapter III (Sections 5-7), “Description of Motions in All Classifications”;
Chapter V (Section 10), “The Main Motion”;
Chapter VI (Sections 11-17), “Subsidiary Motions” (including, in Section 16, the often-misunderstood procedure to “call the question,” or, in more technical terms, “move the previous question”);
Chapter VII (Sections 18-22), “Privileged Motions”;
Chapter VIII (Sections 23-33), “Incidental Motions” (including the dreaded “point of order,” defined by Section 23:1 as a member’s asking the chair for a ruling on an alleged violation of the rules of order); and
Section 48’s discussion of the preparation, wording, and approval of minutes.
Even more comfortingly, In Brief reassures readers (at page 6) that “At least 80 percent of the content of [the manual] will be needed less than 20 percent of the time.”
Nonetheless, to prevent a particularly punctilious and/or pernicious participant from preempting their proceedings, boards might consider amending their bylaws and governance guidelines to:
First, specify what rules of order—if any—govern board and committee meetings generally;
Second, identify (and perhaps attach copies of) any home-brewed rules of order, by which the board might omit, and/or explicitly depart from or supplant, the treatment of various issues by the general rules of order;
Third, establish the board’s principles for activating Robert’s Rules, and any variations or alternatives. For instance, a relatively congenial and collaborative board might decide to “go full Robert’s” only if a certain number or percentage of the participating directors voted to do so at some point (or after a specified amount of time) during particular deliberations.
In addition, or instead, boards might invoke—by the chair’s unilateral decision, by majority (or other) vote, or by default—their own rules of order for discussions of issues that they anticipate to be, or that have unexpectedly become, especially contentious or sensitive; and
Fourth, designate (or set out the process for designating), for every meeting, a “parliamentarian” (armed with her own copies of the board’s own rules, if any, as well as both In Brief and the complete manual), to act, in the words of Section 47:46, in “purely an advisory and consultative [role]—since parliamentary law gives to the [meeting’s] chair alone the power to rule on questions or order or to answer parliamentary inquiries.”
Separately, even if a company decides to forego Robert’s Rules completely, the board’s chair, the chair of the governance committee, or the company’s (in-house or outside) counsel might provide the In Brief book to every director, as useful and possibly thought-provoking material for discussions about enhancing the board’s procedures. A copy could also be furnished (with a tab marking its Chapter 16, “Secretary”) to any non-director charged with preparing the minutes of a board or committee meeting.
On pages 142-143, the smaller book advises any leader of a meeting to “make every effort to know more about parliamentary procedures than other members.”
A company’s counsel and each of its directors might take this advice to heart, not only to improve their own board’s meetings but also to participate more powerfully in any outside meetings, whose chairs might have adopted Robert’s Rules by custom, by default, and/or from a (probably unfounded) sense of their simplicity.
In such a setting, especially after having raised a surprising and stunning “point of order,” someone (at least comparatively) well-versed in parliamentary processes can, like the meeting, “stand at ease” (as per Section 8:2(4): enjoy a pause, and perhaps some “[q]uiet conversation among neighboring members,” without the meeting’s having been officially declared to be in recess), while watching the chair and the parliamentarian wriggle.
Or, she could sit at ease, as the case might be.
