By Bill Dann, BoardGrowth Founder

Number of words: 852

Time to read: Two to three minutes.

Keeping It Simple

Those of you familiar with my approach to Robert’s Rules of Order know that my philosophy is to keep it simple. Robert’s Rules become intimidating and unworkable for most groups when the group tries to deal with the minutia of the kinds of pitched battles associated with, say, a filibuster in the U.S. Senate. Robert’s Rules is designed to handle these situations, certainly, but the details of the rules can be overkill for groups that operate on more of a consensus basis. An understanding of, and adherence to, some basic rules will serve most groups. It will also greatly aid group productivity, and it will reduce or remove the intimidation factor.

Six Rules to Good Governance

To me, the key rules that boards need to operate effectively, are these:

1. Follow the agenda and revise it by formal motion, so that the work of the board is not hijacked by personal or minority agendas.
2. Separating potentially viable motions from those that are not viable, requires a motion and a second, before debate can occur on a motion or amendment.
3. Require a vote of the group (move the previous question) to close debate to protect the rights of the minority to make their points.
4. Use amendments to get the motion crafted the way you want it, based on what unfolds in debate by the group.
5. Use the consent agenda to optimize your use of time so you can focus on the desired topics -- rather than receiving reports about what has already happened, or repeating the work of committees.
6. For the meeting to run smoothly, the chairman must maintain neutrality and fairness in calling on members to speak, so the decisions will be supported by the group after they leave the meeting.

Frequently Asked Questions

Question:
Can’t we just discuss issues without having a motion on the floor?

Response:
Boards often complain that the mechanics of Robert’s Rules of Order hamstring their ability to gain a deep understanding of issues -- and of one another. They also complain that, until they are briefed by management on an issue, they are not comfortable even moving or seconding a motion proposed by management.

Consider these options:

• Periodic retreats or work sessions. These are common with city councils, by the way, because they are so important to the general health of boards.
• In your board administration policies, adopt your own rule that allows informal discussion prior to a motion being introduced. (If you contemplate this, be aware that it places a major responsibility on the skills of the chairman to detect that point when the group is ready for a motion and formal debate). If you're inclined in this direction, be sure you:
  • Define who will decide that the informal discussion will be used.
  • Decide and define how the discussion will be closed.
  • Plan your agenda time carefully so that all the tasks that give direction and authority to management are completed.

Question:
Is the board chair allowed to speak during debate without vacating the chair?

Response:
I have often advised boards against this practice, but I have learned that it is allowable for small boards, unless prohibited by rules of the organization. Caution: If you allow this practice, the chair must be fair in deciding when he or she may enter into the debate. Further, I would caution chairs, as they participate in debate, to refrain from becoming so fervent in their remarks that they alienate other members, and thus undermine the perception of fairness.

Also, it would be advisable to adopt a policy that specifically allows participation by the chair so that new members are properly oriented and are not inclined to challenge the action.

Question:
Should minutes include the opinions expressed by members?

Response:
There is some difference of opinion on this one. Minutes are required only to record the motions made, and whether or not they are approved. Once the minutes are approved, they become the official record of the governing body’s directions and authorizations.

Lawyers generally counsel against including opinions in the minutes -- as if they were presented in court -- because, if a member should demonstrate in debate, a violation of the Duty of Loyalty or Duty of Care, it would increase the legal exposure to challenges by shareholders, partners, and so on.

However, some attorneys now argue that it is important for the board to record the basis for actions. This can be done through the use of resolutions containing "whereas" statements, or by including elements of the debate in the minutes.

In short, you are trading one risk for another. I would suggest that the board discuss this question, and then establish policy to guide the minute-taker.

Do You Have Questions?

If you are a BoardGrowth™ member, and you have questions about Robert’s Rules of Order, or about how to run effective meetings, log in and submit your question to AskBoardGrowth™. As we see patterns of questions develop, we'll cover them in future newsletters.

For non-members, visit BoardGrowth™ at www.boardgrowth.com, and submit a question under What’s On Your Mind

- Bill