According to Robert’s Rules of Order Newly Revised in Brief (2005), “The holding of assemblies of the elders, fighting men, or people of a tribe, community, or city to make decisions or render opinion on important matters is doubtless a custom older than history.”
With the rise of this custom also arose the need for rules of procedure to organize and obtain results from these assemblies—and that’s where Robert’s Rules of Order comes in. First published by U.S. Army officer Henry Martyn Robert in 1876, Robert’s Rules, as it’s often called for short, is a manual of parliamentary procedure. Derived from congressional rules and practices, its purpose is to help any parliamentary body conduct business in an orderly, fair, and coherent manner.
Robert’s Rules is the most widely used such manual in the United States, guiding assemblies ranging from church groups to trade unions. As an attorney representing cooperative and condominium communities, I also strongly recommend it to my client boards as an indispensable tool for conducting board and shareholder/owner meetings.
In the Co-op & Condo Context
Using the simplified version of Robert’s Rules, co-op and condo boards and managers are better equipped to run effective, efficient, and productive meetings to conduct business and make decisions both large and small on behalf of their buildings.
The most important objectives of Robert’s Rules are:
• To set goals or an agenda for the board meeting
• To keep the meeting streamlined and on topic
• To allow everyone to have input without allowing one or more participants to hijack the meeting
• To ensure that there is discussion of important matters
• To ensure that votes are cast to decide policies that the board deems necessary and appropriate to the interests of the cooperative or condominium building and its residents
To keep everyone focused and tempers restrained, I have always suggested that the agenda be long enough to get results, but short enough to achieve the ‘silent’ goal of a productive meeting lasting no more than an hour.
The agenda should be prepared in advance, based on recommendations submitted ahead of time by all board members, the building’s manager and/or super, and compiled by a designated agent into a workable document. I recommend putting the most important topics earlier in the meeting—unless a topic is likely to require prolonged discussion, in which case it may make sense to place items that will take very little time ahead of that topic to get them out of the way.
Motions, Seconds, & Discussion
The goal of a motion is to have an idea or item that a board member wants decided/agreed to by a majority (51%) of the board. The board member makes a motion by stating “I make a motion for [fill in the blank].”
A second to a motion can be made verbally—“I second the motion”—or nonverbally, by raising one’s hand after someone says, “Is there a second for the motion?” If the motion is not seconded, or if another person does not vote to support or agree with the motion being proposed, the motion does not go forward.
Once a motion is seconded, the floor is open for discussion. The person running the meeting—often referred to as the Chair—will call on persons raising their hand in turn to speak one at a time. Once everyone who wishes to speak has had a turn to do so, a vote on the motion is taken.
Calling a Vote
Any board member can move to end discussion and/or call a vote on the motion at any time. If the motion to end the discussion is challenged, a formal motion must then be made to end discussion on the motion and call a vote on it. The board member making this motion cannot start a new discussion or do anything else other than vote to end discussion and call a vote on the current motion. Once seconded to end the discussion, the voting to do so begins.
If a majority vote is not received or, as happens more frequently, if the meeting Chair does not get a unanimous “all in favor” of calling a vote on the motion, discussion shall continue until there is a majority ready to vote yes or no on the motion, or an amendment to the motion is made, or a motion is made to gather more information and deal with the matter at a subsequent meeting.
The meeting Chairperson can call for an oral vote or a paper ballot where everyone votes at once. If a board member wants the votes recorded in the minutes, an objection may be made, and an alternative voting method will be adopted. If there is a debate on which way to vote, a motion must be made on the voting protocol, and a majority vote will decide how voting will take place—usually by raising a hand, a roll call, voice voting, or private ballots. In all cases, a simple majority vote wins, and the action voted on passes.
Amending a Motion
Many times, board members agree with the decision or action to be taken by the board, but wish to change the wording of the motion or add something to the original motion that may have been forgotten or that strengthens the motion. The path to amending a motion follows the same steps as for making the initial motion, and the Chair declares, “Making a motion to amend the motion to add…” followed by, “Is there a second?…” And then the discussion leads to a vote on the proposed amendment.
Points of Order and Information
One of the essential elements of a well-run meeting is making sure that every person wishing to speak is allowed to do so uninterrupted—but that is not without caveats. Robert’s Rules provides that if a speaker violates or disregards a particular Rule, that speaker can be interrupted. The person interrupting the speaker (the ‘objector’) must declare a “Point of Order”—at which point the room freezes, and the objector must be recognized by the meeting Chair to explain his or her justification for the interruption. The Chair then either agrees with the Point of Order and halts the discussion, or rejects it by declaring the objector “out of order” and allows the discussion to continue.
In the course of discussing an issue or decision, a meeting attendee may rise to offer information that is considered necessary or helpful for the group in its deliberations. This is done by raising a Point of Information. This provision is not used to offer debate.
It’s the role and responsibility of the Chair to give every member the same opportunity to present or speak without favoritism or bias. An attendee wishing to speak who has not yet done so should get precedence over members who have already spoken. This ensures that all members are heard, and prevents the floor from being monopolized by one or a few members.
Adjourning the Meeting
Most votes to adjourn a meeting are unanimous, and are called by the Chair by saying “All in favor of adjourning the meeting,” to which everyone usually answers, “Aye.” However, sometimes board members wish to discuss a topic that they deem important, but which was not addressed by the board.
In every meeting I have ever attended, that board member gets an audience, but the meeting may nevertheless be adjourned and that topic handled at another time, or not at all. Sometimes, however, that new last topic leads to significant debate and important decision making.
Right to Speak and Present
When a co-op or condo board agrees on a set of rules to follow, and then follows them faithfully year after year and decade after decade, board and non-board residents alike can trust that those rules and the process they facilitate will work to help meetings—and by extension the building or association itself—run smoothly.
Smaller, more tight-knit buildings with long-serving boards may be tempted to run their meetings more informally, assuming Robert’s Rules to be more complicated or cumbersome than their needs require. In my experience, this is a mistake. Without a clear set of rules to follow, it’s all too common for one or two board members to dominate the proceedings, and that is when problems eventually start occurring. When a board—especially a board with one or more newer members—opts not to follow a Robert’s Rules format, it’s a little bit like being thrown a ball in a game you’re playing for the first time without knowing the rules. The result is suboptimal at best, and more than likely a chaotic waste of time.
While I have not seen a co-op- or condo-specific alternative to Robert’s Rules, the original Rules absolutely work, and they have helped thousands of boards solve problems, meet their building’s or association’s goals, and carry out the tasks before them. Along with the commitment of the dedicated men and women who step up and serve to make their buildings run better, Robert’s Rules is one of the most powerful tools at your board’s disposal.
Adam Leitman Bailey is a New York-based attorney specializing in real estate law, and is the founder of Adam Leitman Bailey PC. He may be reached at email@example.com.