Robert's Rules of Order — Quick Reference Guide
Document 40 of the Board Governance Binder
← Governance Binder › Reference Guide
Robert's Rules of Order — Quick Reference Guide
Document 40 REFERENCE
The Bylaws (Article II, Section 2) designate Robert’s Rules as parliamentary authority. This covers the most common procedures.
Basic Meeting Flow
| Step | What Happens |
|---|---|
| 1. Call to Order | Chair calls meeting to order, confirms quorum. |
| 2. Approval of Minutes | Prior minutes reviewed and approved. |
| 3. Reports | Officer, committee, and CEO reports. |
| 4. Old Business | Unfinished business addressed. |
| 5. New Business | New matters introduced, discussed, voted. |
| 6. Executive Session | If needed, Board enters by majority vote (CEO excused). |
| 7. Adjournment | Motion to adjourn, seconded, approved. |
Common Motions
| Motion | Second? | Vote |
|---|---|---|
| Main Motion | Yes | Majority |
| Amend a Motion | Yes | Majority |
| Table (postpone) | Yes | Majority |
| Call the Question (end debate) | Yes | Two-thirds |
| Point of Order | No | Chair decides |
| Appeal Chair’s Ruling | Yes | Majority |
| Adjourn | Yes | Majority |
| Reconsider | Yes | Majority (prevailing side) |
Voting Rules
- Majority: More than half of Directors present and voting.
- Two-thirds (supermajority): Bylaw amendments, CEO removal without cause, dissolution, mergers, major asset transfers.
- Quorum: Majority of Directors in office.
- Abstentions: Counted as present but not as a vote.
- Conflicts: Recuse per Conflict of Interest Policy.