Many volunteer board members believe that every corporate action must follow a rigid, hyper-formalistic reading of Robert's Rules of Order. They spend precious time arguing over whether a motion was seconded, or whether an amendment requires a separate vote.
Robert's Rules is Not the Only Authority
While your bylaws may reference Robert's Rules as a general guideline, the law does not enforce parliamentary pedantry. The law requires only that meetings are fair, that directors have an opportunity to be heard, and that decisions are made by a clear majority of a quorum.
In small boards (typically fewer than 15 directors), parliamentary procedure is designed to be highly informal:
- No second is legally needed for a small board resolution to be voted on.
- The chair can make motions and participate fully in the debate.
- Voting can be done orally, by a show of hands, or by general consensus if there are no objections.
The True Golden Rule of Motions
The only thing that actually matters when a motion is made is this: Do the directors know exactly what they are trying to decide?
Far too often, a director says, "I move we look into buying a new van." That is a vague suggestion, not a corporate resolution. A proper motion should state: "I move we authorize the President to negotiate and execute a purchase agreement for a passenger van, with a total cost not to exceed $35,000, funded from the capital reserve."
This is a clear, actionable instruction. Once voted on and recorded, it gives the executive officers a precise boundary of operation.