Board meetings are important, even if it’s just a small board meeting. They provide a time and place for the board of directors to make decisions regarding the future of the company and vote on current issues.
While board meetings are necessary for both large and small boards, smaller board meetings have less procedure and rules involved. Below is an excerpt from Robert’s Rules of Order concerning board meetings with 12 people or less.
“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, in the following respects:
- Members are not required to obtain the floor before making motions or speaking, which they can do while seated.
- There is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be permitted.
- Informal discussion of a subject is permitted while a motion is pending.
- The chairman need not rise while putting question to vote.
- The chairman can speak in discussion without rising or leaving the chair; and, subject to rule or custom within the particular board (which should be uniformly followed regardless of how many members are present), he usually can make motions and usually votes on all questions.
- Sometimes, when a proposal is perfectly clear to all present, a vote can be taken without a motions having been introduced. Unless agreed to by a unanimous consent, all proposed actions of a board must be approved by vote under the same rules as in other assemblies, except that a vote can be taken initially by a show of hands, which is often a better method in such meetings.
To Limit Debate: When members of the assembly call out informally, “Question! Question!”, it means only that they as individuals are ready to vote on the pending question or motion. This informal “call for the question” by members must be clearly differentiated from the formal motion “to close debate and vote immediately on the pending question”, (or what is exactly the same) the formal “I move the previous question”.
To Close Debate: “I move the previous Question” is the old, brief way of moving to close debate. The current formal way of closing debate is “I move that we close debate and vote immediately on the pending question”. Requires a second. Is not debatable nor can it have a subsidiary motion to amend. Requires a two-thirds vote to pass.
NOTE: Copies of Roberts Rules of Order are available at most book stores. It is recommended the Chairman have a copy of “Parliamentary Procedure at a glance”.
Use these rules to help you hold your next board meeting. Whether you’re a community board or a small company, board meetings are essential to success. Everyone working for the company needs to be on the same page, and board meetings provide a place for everyone to gather, provide opinions and make decisions.
