Parliamentary procedure: Which rules of order should your board adopt?

Parliamentary procedure is the set of rules of order a board follows to debate, decide, and record business in an orderly, fair way. Without agreed parliamentary rules, meetings can drift into crosstalk, and decisions can be made without a proper vote. That creates governance exposure for the organization and for its directors.

Boards often address this by naming a parliamentary authority in their bylaws, but the choice goes beyond one book. The 12th edition of Robert’s Rules of Order Newly Revised alone runs 816 pages.

This guide compares four systems, defines the core terms of board meeting procedures, and shows you how to adopt the one that fits.

Key takeaways

• Parliamentary procedure protects majority decisions and minority rights through agreed rules of order.
• Robert’s Rules of Order is not the only option: The AIP Standard Code of Parliamentary Procedure (second edition), Mason’s Manual, and simplified in-house procedures also exist.
• The comparison table and three-question decision guide show which system fits your board.
• Boards with about a dozen members or fewer can use the small-board rules in Robert’s Rules, which relax several formalities.

What is parliamentary procedure?

Parliamentary procedure is a system of rules of order that helps groups make orderly decisions by majority vote while protecting minority rights and following applicable procedural requirements. 

This parliamentary procedure definition rests on four principles:

• Majority rule: a majority vote decides most questions.
• Minority rights: every member can speak and vote before a decision is final.
• One subject at a time: the board settles one motion before it takes up the next.
• Equal rights: each member can make motions, debate, and vote on the same terms.

The practice began in the English Parliament. Thomas Jefferson published a manual of parliamentary practice in 1801, and Henry Martyn Robert published his first Rules of Order in 1876.

For boards, the practical question is which rules to adopt. According to the American Institute of Parliamentarians (AIP), a parliamentary authority is the rulebook that the bylaws name for matters the bylaws and standing rules do not cover. 

The rules of parliamentary procedure you adopt therefore govern procedural matters not otherwise covered by applicable law, your charter or articles, bylaws, or special rules of order.

Which parliamentary authority should your board adopt?

Four options cover the main choices: Robert’s Rules of Order Newly Revised, the Standard Code of Parliamentary Procedure, Mason’s Manual of Legislative Procedure, and simplified in-house procedures. 

Robert’s Rules of Order remains the most widely used parliamentary authority, but other systems serve different organizational needs. The AIP Standard Code offers an alternative for associations and other organizations, while Mason’s Manual is primarily used by legislative bodies.

Legislatures favor a different manual. According to the National Conference of State Legislatures, more than 75% of the nation’s legislative chambers rely on Mason’s Manual.

Robert’s Rules of Order Newly Revised is the best-known authority for boards. The Robert’s Rules Association describes its rules as default rules that apply only where law, bylaws, and special rules of order say nothing different.

Compare the four options

The parliamentary procedure chart below compares the four systems.

Choose the right authority for your board

1. Does your board have about a dozen members or fewer? If yes, the small-board rules in Robert’s Rules or a simplified in-house procedure let you relax formality without losing a clear record.
2. Do state law or your bylaws already specify an authority? If yes, use it, because changing it requires following the applicable law or amendment procedure, and you should follow the designated authority until then.
3. Does your board frequently handle contested motions or complex procedural questions? If so, consider a more comprehensive parliamentary authority and use a consent agenda for routine business.

The table summarizes each option, while the guide to alternatives to Robert’s Rules of Order compares consensus-based and simplified systems in more depth.

Follow the standard meeting order

The standard order of business under Robert’s Rules starts with the call to order, runs through the usual categories of business, and ends with adjournment. This parliamentary procedure order of business gives boards a consistent sequence that they can adapt through their governing rules.

1. Call to order: the chair opens the meeting and confirms a quorum.
2. Reading and approval of the minutes.
3. Reports of officers, boards, and standing committees.
4. Reports of special committees.
5. Special orders, if any, were set for this meeting.
6. Unfinished business and general orders.
7. New business.
8. Adjournment.

Many boards add announcements by standing rule. You can adopt a modified order in your bylaws, special or standing rules where permitted, as long as it is documented and applied consistently from meeting to meeting. The Robert’s Rules Association notes that a proposed agenda becomes binding only when the assembly adopts it.

Many boards also group routine items, such as minutes and standing reports, into a consent agenda that members approve with one vote.

Core elements of parliamentary procedure every board member should know

Parliamentary procedure motions fall into several types, including main, subsidiary, incidental, and privileged motions. 

The table defines the terms you will meet most often.

Your bylaws and applicable law help determine the quorum requirement, and the quorum for board meeting guide explains how boards usually define it. 

A board that finds these motion classes heavy can instead adopt a simplified alternative to Robert’s Rules of Order, such as Rosenberg’s Rules of Order. The League of California Cities reports that hundreds of public and private bodies have adopted that code.

For example: a director says, “I move that the board approve the 2027 budget.” Another director says, “Second.” The chair states the question, the board debates it, and the chair calls for a voice vote. If the chair cannot tell which side prevailed, any member can call for a division of the assembly.

Handle contested votes and objections

A contested decision needs a clear route. A member who doubts a voice vote can call for a division, and a member who sees a rule broken can raise a point of order. If you disagree with a ruling by the chair, you can appeal, and the board then decides by vote. Throughout, the minority keeps the right to speak before the vote.

Choose a voting method

A board can use any of the four methods of voting below, depending on the decision.

• Voice vote: members say “aye” or “no,” which suits routine decisions.
• Show of hands or rising vote: members vote visibly when a voice vote is unclear.
• Roll call: each member’s vote is recorded by name, as some bylaws or laws require.
• Ballot: a secret vote, used for elections and sensitive decisions.

How to formally adopt parliamentary procedure for your board

Your bylaws and applicable rules determine how to adopt parliamentary procedure, typically through a bylaws amendment or, where permitted, a resolution naming the parliamentary authority.

The official Robert’s Rules site publishes standard bylaws wording that makes the current edition govern wherever the bylaws and special rules of order are silent.

1. Review your bylaws for an existing parliamentary authority clause.
2. Choose an authority using the comparison table above.
3. Draft a bylaws amendment that names the authority.
4. Pass the amendment by the threshold your bylaws require.
5. Distribute a one-page cheat sheet to every member and add it to your onboarding packet for new directors.
6. Consider hiring a certified parliamentarian for the first year.

If your bylaws name no authority and amending them would take too long, the same site states that a resolution can adopt one. That resolution needs a two-thirds vote with notice, or a majority of the entire membership without notice. 

Adopting an authority does not replace law. State nonprofit and corporate statutes set procedural minimums for quorum, notice, and voting even when they name no authority. 

For example, under Delaware General Corporation Law § 141(b), a majority of directors constitutes the default quorum, although the certificate of incorporation or bylaws may establish a different threshold within statutory limits. Confirm your own state’s rules with legal counsel.

State law may also allow action without a meeting through written consent. Robert’s Rules treats approvals obtained from members individually, outside a meeting, as invalid board approval. Some boards also use circular resolutions for urgent decisions, so your procedure should state how to record them.

Parliamentary procedure for small boards: adapting the rules

Robert’s Rules relaxes several formalities for boards with not more than about a dozen members present. Under RONR (12th ed.) 49:21, members may speak while seated, motions need no second, and the chair may take part in debate and vote. The Robert’s Rules Association confirms that the presiding officer of a small board may exercise these rights as fully as any other member.

A small board can choose to use more formal procedures for contentious business, consistent with its adopted rules. At the start of the meeting, the chair should state that the board is using the small-board rules, so new members know what to expect. 

Conclusion

Choosing a parliamentary authority is about fit, not memorizing hundreds of pages. Compare the four systems, check your bylaws and state law, and adopt the rules your members will actually follow. Ideals Board, a board portal built for nonprofit boards, keeps the adopted procedure document accessible at every meeting.