Expert Coaching. Practical Resources.

December 18, 2018


Richard Stringham

How Formal Should Your Board Meetings Be?

Have you ever come away from a board meeting with a sense that the group could have made better collective decisions? Did you feel that a healthy conversation would be far more productive than a set of orchestrated motions that you are expected to vote upon following some rather tightly controlled debate which doesn’t seem to generate deeper insights?

Perhaps your meeting procedures are too formal.

Don’t get me wrong, I’m all for orderly and civil meetings which have focus and don’t meander all over the map. But for a group to address an issue, it should explore the background behind the issue, seek to better understand it, identify options and implications for solutions, and then choose the solution.

Compare that to a formal Robert’s Rules of Orderprocess in which the group can only discuss an issue when a solution has been proposed in the form of a motion or resolution. Doing so may allow for a critical examination of the proposed solution, but it doesn’t help to generate other, perhaps more creative options. Neither does it enable a deeper exploration of the root causes of the issue.

Add to that, the standard parliamentary restriction of a member speaking a maximum of twice to a motion.

The process typically relies on some smaller, less formal group to do the background work and recommend, via motion or resolution, a solution.

In fairness, for larger assemblies, a parliamentary process such as Robert’s Rules is probably wise although there are opportunities to break from the formal process and participate in a facilitated conversation. Keep in mind that in doing so, larger groups are usually breaking out into smaller table groups for significant parts of the exercise, reducing interaction among the whole. (This is yet another reason for organizations to limit the size of their boards.)

Furthermore, any group can temporarily switch into a committee of the whole, a quasi committee of the whole, or an informal consideration of an issue which allows it to drop limits on debate; but this is a bit cumbersome and does not address concerns for generating and exploring different ideas.

There is, however, good news for those boards who are tied to Robert’s Rules of Order.

Many don’t realize that Robert’s Rules of Orderallows less formal parliamentary procedure in “smaller boards”: “In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies…” (RONR [11thed.], p.487. ll. 26-31) The authors then go on to describe what those less formal aspects could be, such as:

  • Informal discussion is permitted prior to a motion being made;
  • There is no limit to the number of times a person can speak to a motion; and
  • The Chair can make motions, speak to motions, and vote when everyone else is voting.

It makes sense to codify the Board’s decision regarding how formal the board meetings should be. When we work with clients, we place those expectations in policy. Indeed, we can get the basic expectations of the rules of order for a meeting into a one-page set of rules for the Board.  Simple and effective!




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