Non-Profit Reference Guide

Meeting outline

  1. Call to Order/Introductions/Roll Call - Someone must motion to begin the meeting. Motion must be seconded - Everyone in the meeting should introduce themselves (or be introduced) by name and title/company/position - Anyone absent should be noted in the meeting notes
  2. Determination of Quorum
    • See below under header "Determination of Quorum"
  3. Old business
    • Any previous business that needs to be discussed or revisited should be done now. If none, then you can skip.
  4. New Business
    • This is where the new business is discussed and the voting that needs to take place, typically takes place.
  5. Announcements and Meeting Arrangements
    • This is where any announcements that are not related to new business should be discussed.
    • This is also where new business for the next meeting can be proposed for the agenda.
  6. Next Meeting Date
    • Discuss possible next meeting date(s)/time(s)
  7. Adjournment
    • Someone must motion to adjourn the meeting. Motion must be seconded

Determination of Quorum

  1. Determine the number members on the committee.
  2. Divide the number of committee members into two groups, so one group has at least one more member than the other.
  3. The larger number is the number of members required for a quorum. *In order for voting to occur, Quorum must be met *

Robert’s Rules of Order

Robert's Rules of Order, often simply referred to as Robert's Rules, is a manual of parliamentary procedure with the objective of assisting an assembly to accomplish the work for which it was designed. It governs the meetings of a diverse range of organizations—including governments, church groups, county commissions, homeowners associations, nonprofit associations, professional societies, school boards, and trade unions.

All board members should be familiar with Robert’s Rules of Order, and should take it upon themselves to self-educate in this matter. However, this Robert’s Rules of Order cheat sheet is a handy resource for you, your board and all new members.

Robert’s Rules Basics

The 6 Types of Motions

  1. Main Motion: Introduce a new item
  2. Subsidiary Motion: Change or affect how to handle a main motion (vote on this before main motion)
  3. Privileged Motion: Urgent or important matter unrelated to pending business
  4. Incidental Motion: Questions procedure of other motions (must consider before the other motion)
  5. Motion to Table: Kills a motion
  6. Motion to Postpone: Delays a vote (can reopen debate on the main motion)

Robert’s Rules of Order Motion Steps

  1. Motion: A member rises or raises a hand to signal the chairperson.
  2. Second: Another member seconds the motion.
  3. Restate motion: The chairperson restates the motion.
  4. Debate: The members debate the motion.
  5. Vote: The chairperson restates the motion, and then first asks for affirmative votes, and then negative votes.
  6. Announce the vote: The chairperson announces the result of the vote and any instructions.

NOTE: In in-person meetings, if the board is in obvious agreement, the chairperson may save time by stating, “If there is no objection, we will adopt the motion to…” Then wait for any objections. Then say, “Hearing no objections, (state the motion) is adopted.” And then state any instructions.

Requesting Points of Something
Certain situations need attention during the meeting, but they don’t require a motion, second, debate or voting. It’s permissible to state a point during a meeting where the chairperson needs to handle a situation right away. Board members can declare a Point of Order, Point of Information, Point of Inquiry or Point of Personal Privilege.

Point of Order: Draws attention to a breach of rules, improper procedure, breaching of established practices, etc.

Point of Information: A member may need to bring up an additional point or additional information (in the form of a nondebatable statement) so that the other members can make fully informed votes.

Point of Inquiry: A member may use point of inquiry to ask for clarification in a report to make better voting decisions.

Point of Personal Privilege: A member may use point of personal privilege to address the physical comfort of the setting such as temperature or noise. Members may also use it to address the accuracy of published reports or the accuracy of a member’s conduct.

Roberts Rules Cheat Sheet

Action What to say Interruptible? Need second? Debatable? Amendable? Votes Needed
Introduce Main Motion "I move to..." No Yes Yes Yes Majority
Amend a motion "I move to amend the motion by..." No Yes Yes Yes Majority
Move item to committee "I move that we refer the matter to a committee" No Yes Yes No Majority
Postpone item "I move to postpone the matter until..." No Yes Yes No Majority
End debate "I move the previous question" No Yes Yes No Majority
Object to procedure "Point of order" Yes No No No Chair decision
Recess the meeting "I move that we recess until..." No Yes No No Majority
Adjourn the meeting " I move to adjourn the meeting" No Yes No No Majority
Request Information "Point of information Yes No No No No vote
Overrule the chair's ruling " I move to overrule the chair's ruling" Yes Yes Yes No Majority
Extend the allotted time " I move to extend the time by ___ minutes" No Yes No Yes 2/3
Enforce the rules or point out incorrect procedure "Point of order" Yes No No No No vote
Table a motion "move to table..." No Yes No No Majority
Verify voice vote with count "I call for a division" No No No No No vote
Object to considering undiplomatic matter " I object to consideration of this matter Yes No No No 2/3
Take up a previously tabled item "I move to from the table..." No Yes No No Majority
reconsider something already disposed of "I move to reconsider our action to..." Yes Yes Yes Yes Majority
Consider something out of its scheduled order "I move to suspend the rules and consider..." No Yes No No 2/3
Close the meeting for executive session "I move to go into executive session" No Yes No No Majority
Personal preference - distraction(s) (e.g., noise, room temp, etc...) " Point of privilege" Yes No No No No vote

NOTE: A member may make a motion to reconsider something that was already disposed; however, the reconsidered motion may not be subsequently reconsidered. A motion to reconsider must be made during the same meeting and can extend to a meeting that lasts for more than one day.

Robert’s Rules: Tips and Reminders for Chairpersons

Robert’s Rules of Order, which is also widely known as parliamentary procedure, was developed to ensure that meetings are fair, efficient, democratic and orderly. A skilled chairperson allows all members to voice their opinions in an orderly manner so that everyone in the meeting can hear and be heard. The following tips and reminders will help chairpersons to run a successful and productive meeting without being run over or running over others.

  • Follow the agenda to keep the group moving toward its goals.
  • Let the group do its own work; don’t overcommand.
  • Control the flow of the meeting by recognizing members who ask to speak.
  • Let all members speak once before allowing anyone to speak a second time.
  • When discussions get off-track, gently guide the group back to the agenda.
  • Model courtesy and respect, and insist that others do the same.
  • Help to develop the board’s skills in parliamentary procedure by properly using motions and points of order.
  • Give each speaker your undivided attention.
  • Keep an emotional pulse on the discussions.
  • Allow a consensus to have the final authority of the group.

Leadership Composition

Typically a non-profit has two core components for its leadership.
1) A general board (sometimes referred to as the Board of Directors, Advisory Board, etc...) and
2) Elevated members of the board (sometimes referred to as Officers of the Board, Executive Board, etc....) ...
In general, the names for these roles don't really matter so long as you have dictated each role and what they mean in your non-profit filing, or by majority resolution.

Non-Profit Rules

In general, there are two types of rule sets that non-profits must abide by;
1) General/Hard Rules: These are rules set forth, and imposed by, the government and regulatory bodies. These rules typically apply to ALL non-profit entities and are clearly dictated by federal law and trade regulation. Since these are legal doctrine, if broken they can open the Non-profit and board members to criminal exposure
2) Orgizinational Rules: These are rules that are set by your non-profit via an Orgizinational Constitution, bylaws, articles of incorporation, etc...
With very rare exception, General Rules always supercede Orgizinational Rules.

There is a third catagory of "rules" referred to as Soft Rules. These are unwritten rules that are generally accepted and followed, but not legally binding.
Some examples of Soft Rules include, but are not limited to;

  • Not having more than one person from any given entity on a board. Having too much representation from one entity can create a special interest crisis by allowing motions that unduly favor that entity to be passed over others
  • Ensuring there is always overlap when transitioning elevated members of the board
  • Always having a line of succession in place before elevated members of the board depart their positions (and never leaving that position vacant)
  • Leveraging 3-deep leadership for all elevated position (one outgoing (still on the general board for additional coaching if needed), one current and one LiT (Leader in Training))
  • Always practicing dual-verification accounting
  • Always follow Robert’s Rules

Meeting Minutes

When responding to meeting minutes, the nomenclature is as follows;
"I, (your name), approve of the meeting notes"
Or
"I, (your name) do not approve the meeting notes" and state why.


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