Roberts Rules of Order (updated 2023)

Guidelines for Successful Board Meetings

Based on Robert’s Rules of Order

First published in 1876, Robert’s Rules of Order remains one of the most widely adopted frameworks for running orderly and effective board meetings. Originally written by U.S. Army officer Henry M. Robert, the guide has been revised many times to stay relevant with the changing dynamics of modern boards.

At its core, Robert’s Rules aim to promote fairness, order, and efficiency—ensuring that every board member has an opportunity to contribute and that decisions are made with transparency and structure.

Below is a practical summary of key elements that help ensure successful, well-governed board meetings.

1. Order of Business

A formal order of business provides the meeting with structure. While often confused with the agenda, the order of business refers to the general sequence in which standard items are addressed at every meeting, whereas the agenda includes specific topics and may change from meeting to meeting.

A typical order of business might include:

• Calling the meeting to order

• Attendance/roll call

• Approval of previous meeting minutes

• Reports from officers

• Committee reports

• Unfinished business

• New business

• Adjournment

2. Quorum

A quorum is the minimum number of voting members required for a meeting to proceed with decision-making authority. The required number is usually defined in the organisation’s bylaws or Memorandum of Agreement (MOA). If not specified, a simple majority (more than half of the members) is commonly used.

3. Agenda Distribution

The agenda should be circulated to all board members in advance, allowing members to prepare and propose any additional items. The chairperson is responsible for ensuring there is sufficient time to address each item on the agenda.

4. Motions

A motion is a formal proposal put forward by a member. For a motion to be considered, it must:

• Be seconded by another member

• Be restated clearly by the chair before discussion

• Be voted on after discussion concludes

5. Debate and Discussion

Debate is central to board governance. Members:

• May speak for or against a motion once recognized by the chair

• Should direct their comments to the chairperson—not to each other

• Must avoid personal attacks and keep discussion respectful and relevant

6. Voting Procedures

All members must have a fair opportunity to vote. The chairperson should:

• Clearly state the voting options (e.g., "in favor," "opposed," "abstain")

• Announce the result immediately

• Ensure votes are recorded accurately, especially for formal decisions

7. Amendments to Motions

A member may propose an amendment to modify the original motion. An amendment must:

• Be seconded

• Be discussed and voted on before the original motion is decided

8. Points of Order

Any member can raise a point of order if they believe the meeting procedures are not being followed. The chair must rule promptly to uphold proper conduct and ensure fairness.

9. Executive Sessions

An executive session is a closed portion of a board meeting, attended only by board members and invited participants. These sessions are used for confidential discussions, such as legal issues, executive evaluations, or sensitive matters. Rules for executive sessions should be clearly outlined in the organization’s bylaws.

10. Meeting Minutes

Accurate minutes are essential for accountability and legal compliance. Minutes should include:

• Date, time, and location

• Names of attendees and absentees

• Summary of reports and discussions

• All motions, including who proposed and seconded them

• Voting outcomes and decisions made

Minutes should be distributed promptly after the meeting for review and approval.

Final Thought: Structure Empowers Productivity

While Robert’s Rules may seem formal, their purpose is to foster inclusive, transparent, and productive board meetings. When used consistently, they support effective governance, reduce conflict, and ensure your board fulfills its oversight duties with clarity and professionalism.

Need help modernizing your board’s meeting process? BoardCloud provides tools that align seamlessly with Robert’s Rules—digitizing agendas, managing votes, recording minutes, and more.

[Updated: May 2025]