Do We Have to Follow Robert’s Rules of Order????

Many board members are familiar with the classic, procedural handbook entitled, “Robert’s Rules of Order.”  As a result, the question is often posed at a meeting, “are we following Robert’s Rules,” or “what does Robert’s Rules require in this situation?”  While it is important to follow procedural formalities during a meeting so that the meeting runs smoothly, the board members may not be asking the correct question.  The more important question is, “do we have to follow Robert’s Rules of Order?!”  As usual, the simple answer is – it depends.

Arizona law does not require community association boards or nonprofit corporation boards to follow Robert’s Rules of Order.  So, unless the association’s governing documents specifically require the board to follow Robert’s Rules (or the board passes a resolution that requires the board to follow Robert’s Rules), then the use of Robert’s Rules during a meeting is simply permissive and by no means mandatory.  Again, while it may be helpful to consult Robert’s Rules from time to time, the board should know whether it is actually required to follow the guidance provided by the age old reference.  If not, it is nothing more than guidance, not “rules” for the board to follow.

On a related note regarding board meeting procedure, the question often comes up, “can a board president/chairperson make a motion or vote on a motion?”  Again, it depends on the language in the association’s governing documents.  There is nothing in Arizona law addressing the issue.  So, if the association’s governing documents are silent on the issue, and do not require the use of Robert’s Rules, the board president or chairperson can make and vote on motions (and whether or not there is a tie).  Under these circumstances, the board president is treated like any other board member.  However, the analysis changes if the board is required to follow Robert’s Rules.  According to Robert’s Rules, a chairperson should not make a motion or vote on a motion (unless certain narrow exceptions apply), due to the impartiality that must be shown by the meeting chair.  

We hope that this information is helpful in conducting your board meetings.  If you have any questions on this or any other matter, please feel free to contact attorney Mark Sahl or any other attorney in our office.