The definition of protocol is “an official procedure or system of rules that govern affairs of states or diplomatic occasions.” To more narrowly define board meeting protocol, look to the powers of the board of directors. A board meeting should not be considered the board’s agenda or the board’s meeting. Board members are the work horses that do the work of the organization according to its vision and mission. The powers of the board members are granted by:
- The Corporate Code
- The Constitution
- The Bylaws
- Standing Rules
- Established Customs
- Parliamentary Procedure/Robert’s Rules of Order
- Open meeting acts when appropriate
The meeting chair follows a facilitation protocol including:
- Only one person speaks at a time
- The speaker must be recognized before speaking
- All comments are made through the chair
- Comments are confined to the current issue
- Discussion should alternate between pro and con arguments
- Not allowing lengthy papers to be read during the meeting
- No cross conversations
- No verbal attacks of other members
- All rules must be respected and obeyed
Robert’s Rules of Order
Robert’s Rules of Order, or parliamentary law, helps boards maintain order by providing an approved method of conducting meetings in a democratic, orderly, and expeditious manner. Orderly meetings effectively uphold the organization’s objectives according to the bylaws, and protect the rights of the organization’s members. Each rule is affected by, and in turn, affects all other rules. Robert’s Rules contains a comprehensive set of rules that addresses virtually every potential meeting issue.
One of the main parts of parliamentary procedure is the handling of motions. There are six steps to handling motions:
- Members stands, is recognized, and makes a motion
- Another member seconds the motion
- Presiding officer restates the motion
- Members debate the motion
- Presiding officer asks for the affirmative and negative votes
- Presiding officer announces the result of the voting
We have also written in the past on how to write a motion for a board meeting if you need a refresher. There are a few other notable protocol issues including addressing and appealing points of order and rules for suspending the rules.
Point of Order
When a member notices a violation of a rule, the rule can be called out without waiting for the chair to recognize the member that questions it. In such a situation, the member calls out, “Point of Order.” The chair listens to the complaint and makes a ruling on whether there is a violation. If the member disagrees with the chair’s ruling, the member may appeal the decision of the chair.
Appealing Point of Order
The member states, “I appeal the decision of the chair.” The chair explains the reason for the ruling. Each member has the opportunity to debate one time. The chair gives a closing statement and a vote is taken on whether the decision of the chair should be sustained. Only a majority of the negative may overturn the ruling of the chair.
Suspending the Rules
Sometimes boards need to perform a task that is specifically prohibited in the bylaws. There is a workaround for such a circumstance called “suspending the rules.” The group can move to “suspend the rule that prohibits…” in order to complete a specific task.
The quorum is the minimum number of members who must be present to conduct business and pass motions. The number of acceptable voting members that constitutes a quorum is specified in the organization’s bylaws. Meetings can be held when a quorum is not present, but official business cannot be transacted.
The meeting agenda should be distributed to members in enough time before the meeting so that they may request additions and changes. Typical agendas include:
- Call to Order
- Welcome and introductions
- Approval of minutes from the previous meeting
- Chief Executive’s report
- Finance Committee’s report
- Other committee reports
- Old business
- New business
- Comments and announcements
Also, check out our post on how to hold the greatest board meeting ever, which is full of helpful tips on creating a meeting agenda.
At the specified time during the agenda, the prior meeting’s minutes should be reviewed for accuracy and approved. Depending upon established board meeting procedures, the minutes may either be read aloud or distributed prior to the meeting. Corrections and amendments may be addressed during this part of the meeting. The past meeting’s minutes should be voted on, approved, and signed by the meeting chair or board president and the board secretary. (See also how to write minutes for a board meeting)
Bylaws vs Standing Rules
Bylaws can sometimes be confused with standing rules. Both sets of rules have different functions, so it’s important to understand the differences between bylaws and standing rules.
Here are a few examples:
Bylaws usually state the number of meetings; whereas standing rules outline the time and location of the meetings. For example, bylaws outline the primary responsibilities of the officers and the chair; whereas standing rules give the specifics. Bylaws designate who is responsible for a committee or program; standing rules list who forms the committee or how the program is to be implemented.
In short, bylaws broadly outline responsibilities; whereas standing rules specify the details of how that particular board carries things out.
Open Meetings Acts
Over growing concerns about the lack of transparency of government meetings, many states have passed various forms of open meeting acts. Open meeting acts typically state how soon before a meeting the body must publicly post notice of the meeting. Notices may be required to describe agenda items, allow free access to the public, allow the public to record the meeting, or address items presented at the meeting. Many open meeting acts also outline rules for participation via teleconference or video conference. Open meeting acts may allow boards to hold closed sessions or emergency sessions under certain conditions.
While the board protocol is designed to allow board to perform its duties in an expedient, orderly manner, some members become proficient at using the rules to their advantage. Each board member holds a responsibility to make informed decisions that hold true to the vision and mission of the organization. When parliamentary procedure is followed with fidelity, the board process protects everyone’s rights while championing the board’s work.