Nonprofit Rules of Order for a Meeting

Nonprofits vary widely in size and complexity, but regardless of these differences, the board of directors must regularly meet to discuss and manage the organization’s ongoing business. These meetings, whether they involve fund management or donor solicitation, follow a standardized method to ensure organization and effective decision-making. This standardized method is known as Robert’s Rules of Order.

Robert’s Rules of Order is a widely respected manual of parliamentary procedure that provides a framework for conducting meetings and making decisions within a group or organization. While not legally mandated, employing these rules offers significant benefits by promoting an organized and efficient meeting structure.

This guide will demonstrate how organization and a shared understanding of meeting procedures can enhance decision-making and help your nonprofit achieve peak efficiency. We will cover:

• Roles of meeting participants

• Key components of a meeting

• Procedures for discussing and voting on issues

• Common motions to advance discussions

Basic Meeting Roles

Nonprofit boards require a minimum of three directors, but only two roles are essential for managing the meeting:

1. Chairperson: Facilitates the meeting and maintains order.
2. Secretary: Takes minutes and records decisions.
3. Members: Participate in discussions and voting.

Key Parts of a Meeting

Every meeting should cover these five key parts to ensure organized discussions:

1. Call to Order: The chairperson starts the meeting at the designated time and place, as per the meeting notice (RSMo 355.386). The secretary records the members and directors present.
2. Approval of Minutes: Review and approve the minutes from the previous meeting to address ongoing business.
3. Reports: Officers, boards, and standing committees present any necessary special reports.
4. Unfinished Business: Address any business not completed in previous meetings.
5. New Business: Introduce and discuss new topics or proposals. (annually address RSMo 355.231)

Procedures to Move Issues Along

Certain motions and actions facilitate the progress of a meeting:

1. Making a Motion: A member says, “I move that…” Another member seconds the motion. The chair states the motion for discussion.
2. Debate: Members discuss the motion, with each member speaking once until all have spoken.
3. Voting: The chair puts the motion to a vote. Types of votes include voice, roll call, show of hands, and ballot.
4. Amendments: Amendments modify the main motion and must be seconded and debated before voting.
5. Point of Order: Used to correct a breach of rules. A member states, “Point of order,” and the chair addresses the concern.

Common Motions

Any member or director may make a motion, each requiring a second for consideration:

1. Main Motion: Introduces new business for consideration.
2. Amend: Modifies a motion under consideration.
3. Refer to Committee: Assigns the matter to a committee for further study.
4. Postpone: Delays consideration of a motion to a future time.
5. Adjourn: Ends the meeting.
6. Table: Temporarily sets aside the motion.

Key Points

As you hold your meeting, you will need to ensure you are acting in compliance with your Bylaws and articles regarding meeting requirements, notice, and voting requirements.

• Quorum: Minimum number of members required attending meeting to conduct business.
• Majority Vote: More than half of the votes cast.
• Two-thirds Vote: Required for motions that limit members’ rights (e.g., closing debate).

These guidelines help ensure orderly and efficient meetings, facilitating fair and democratic decision-making.