Robert's Rules of Order, simplified for small boards

Robert’s Rules of Order is a long book, and most small boards never need most of it. What they need is a shared way to make decisions so that meetings stay fair, move along, and produce a clear record. Many bylaws adopt Robert’s Rules as the default procedure, but your bylaws and state law come first whenever they say something different. Some boards also operate more informally, and that is fine if your bylaws permit it.

The life of a motion

Nearly everything a board decides starts as a motion. The basic sequence is short enough to memorize.

1. A member makes a motion. “I move that the board approve the 2027 budget as presented.”
2. Another member seconds it. A second shows at least two people want the topic discussed. Many small boards relax this, but it is useful for focus.
3. The chair states the motion. This puts it formally before the board so everyone knows exactly what is being considered.
4. The board discusses. Remarks go through the chair, and the discussion stays on the motion.
5. The board votes. The chair calls for those in favor, those opposed, and any abstentions.
6. The chair announces the result. “The motion carries.” The secretary records it.

The few motions you will actually use

Quorum and voting

A quorum is the minimum number of directors who must be present for the board to conduct business. The number is set by your bylaws and state law, not by Robert’s Rules, so look it up in your governing documents rather than assuming. The same goes for what counts as passing: some matters need a simple majority of those voting, others need a higher threshold or a majority of the full board. Your bylaws will say which.

Abstentions generally do not count as votes for or against, but how they affect the outcome depends on the required threshold. When a director has a conflict of interest, record their disclosure and recusal along with the vote.

What the secretary should write down

Minutes are a record of what was done, not what was said. For each motion, capture the exact wording, who moved and seconded it, and the result. You do not need to transcribe the debate. A good set of minutes lets someone who was not there understand what the board decided and when. See our guide to board meeting minutes for a structure to follow.

Keep it proportionate

Formal procedure should serve the board, not the other way around. A five-person board that agrees on most things can use a lighter touch than a large, divided one. The goal is that every director can speak, decisions are clear, and the record is accurate. If your meetings are drifting, a short written agenda and a firm chair usually fix more than additional rules.

Voloboard helps boards put this into practice with agendas, motion and vote records, and minutes in one place. Start a 30-day free trial with no credit card, then $99/month for the whole board. See board management software for an overview.