Roberts Rules of Order (updated 2023)

Guidelines for Successful Board Meetings

First published in 1876, Robert’s Rules of Order is a widely recognised guidebook for board meeting procedures. Originally written by Henry M. Robert, these rules have undergone multiple revisions over time to ensure fairness, order, and efficiency in meetings.
 

The purpose of these rules is to provide a structured approach to board meetings, ensuring that all members have a chance to be heard, discussions remain focused, and decisions are made fairly and efficiently.

Key Guidelines for Board Meetings

Order of Business

Establishing a predetermined order of business is essential for a well-structured meeting. While often confused with the agenda, the order of business refers to the sequence in which items are addressed, whereas the agenda lists the specific topics for discussion.

Common order of business items include:

• Calling the meeting to order

• Attendance register

• Reading and approval of previous meeting minutes

• Reports from company officers

• Committee reports

• Unfinished business

• New business

Quorum

A quorum is the minimum number of members required for a meeting to be valid. This number is usually defined in the organisation’s Memorandum of Association (MOA). If not specified, a simple majority is generally used.

Agenda

The agenda should be distributed to all members before the meeting. Any member may request the inclusion of an item. The chairperson should allocate sufficient time to discuss each agenda item.

Motions

Motions are formal proposals made by members. A motion requires a second before discussion. The chairperson should:

• Restate the motion before discussion begins.

• Call for a vote after the discussion concludes.

Debate

• All members have the right to speak on a motion.

• Comments should be directed to the chairperson rather than other members.

• Personal attacks or aggressive remarks should be avoided.

Voting

• Members must be given the opportunity to vote on motions.

• The chairperson should announce results and ensure a fair voting process where all members have an equal opportunity to vote.

Amendments

• Amendments modify motions before a vote is taken.

• A motion to amend requires a second and must be discussed before voting.

Points of Order

• A member may raise a point of order if meeting rules are not being followed.

• The chairperson rules on the point of order and ensures adherence to procedural guidelines.

Executive Sessions

• Executive sessions are private meetings held by the board without non-board members present.

• Rules for executive sessions should be outlined in the organisation’s bylaws.

Meeting Minutes

• Meeting minutes should be recorded and distributed to all members.

• Minutes should include:

  • Date, time, and location of the meeting

  • Names of attendees

  • Summary of motions and actions taken

  • Decisions made

By following these structured guidelines, board meetings can be conducted effectively, ensuring clarity, fairness, and productive decision-making.

[Updated: March 2025]