Before you start
Your bylaws come first. Robert's Rules fills the gaps your bylaws leave, and only if your bylaws adopt it. State nonprofit law sits above both.
Small boards can be less formal
Robert's Rules has relaxed rules for boards of about a dozen members or fewer. Members can stay seated to speak. Motions do not need a second. Discussion can happen before a motion is made. The chair can take part in discussion and usually votes. Most nonprofit boards can work this way.
How a motion moves
- A member makes a motion: "I move that we approve the 2027 budget."
- Another member seconds it. A small board can skip this step.
- The chair restates the motion so everyone knows exactly what is being decided.
- Discussion.
- The chair puts the question and the board votes.
- The chair announces the result: passed or failed, with the count if one was taken.
- The secretary records the motion, the mover and the result in the minutes.
Amendments
A motion can be changed before the vote by adding, striking out, or replacing words. You can amend an amendment once. You cannot go further than that. The board votes on the amendment first, then on the motion as it now reads.
Voting
- Majority vote: more than half of the votes cast. Abstentions do not count as votes either way.
- Two-thirds vote: needed to end discussion early, to limit or extend discussion, or to suspend the rules.
- Unanimous consent: on routine items the chair can say "if there is no objection" and treat the item as approved. If one member objects, take a normal vote.
Quorum
Quorum is the minimum number of members who must be present for the board to act. Your bylaws set it. If they say nothing, your state's nonprofit law sets it. Without a quorum the board can discuss but cannot make decisions, apart from setting a time to meet again or adjourning.
Common motions
- Postpone to a set time: move an item to a later meeting.
- Refer to a committee: send it to a committee for work or a recommendation.
- Lay on the table: set an item aside for something urgent. It is not a way to kill a motion.
- Point of order: a member says a rule is being broken, and the chair rules on it.
- Adjourn: end the meeting.
Minutes record what was done, not what was said
Record each motion, who made it and the result. Leave out the discussion unless the board decides otherwise.