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Nonprofit Boards and Parliamentary Procedure

Parliamentary procedure is a term many believe limited to student government associations. However, nonprofit leaders cannot afford to be ignorant of parliamentary procedure basics. Courts have held that organizations are subject to the principles of parliamentary law if they don't have procedural policies of their own. As a result, ignoring or incorrectly applying parliamentary procedure can lead to embarrassment and lawsuits.

Parliamentary procedure is the means by which organizations make decisions. Contrary to common perception, parliamentary procedure is not synonymous with the book Robert's Rules of Order. Instead, there are several major parliamentary books. Robert's Rules of Order Newly Revised (12th Edition)("RONR"), used by approximately 80% of U.S. organizations that use a parliamentary authority, is the most popular. Another well-known parliamentary authority is The Standard Code of Parliamentary Procedure ("Sturgis").

Most groups formally adopt written rules of procedure. This can be accomplished by adopting a bylaws provision that a book shall be the parliamentary authority. This authority can then be supplemented with specific rules.

How business is conducted in a governing body may vary according to size. Annual meetings of large organizations are typically formal in procedure. According to RONR, business by a board of more than a dozen members should follow the same formal procedure. In contrast, formal procedure in a meeting of fewer than a dozen may hinder business. RONR recommends that the procedure in smaller boards be less formal, such that:

  • Members are not required to obtain the floor and can make motions or speak while seated.
  • Motions need not be seconded.
  • 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 entertained (unless the group has adopted a rule to the contrary).
  • The chair need not rise while putting questions to vote.
  • The chair can speak in discussion without rising or leaving the chair; and
  • Subject to rule or custom, the chair usually can make motions and usually votes on all questions.

Parliamentary procedure takes many forms and has many specific rules. Even so, leaders of nonprofits must be aware of the basics of parliamentary practice. Such knowledge can enhance leadership credibility, result in better meetings, and make the difference between official actions and illegal ones.

Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of CAI's College of Community Association Lawyers (CCAL) and the American College of Parliamentary Lawyers (ACPL). He is author of four books on meeting procedure, including Robert's Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. Jim is a partner in Law Firm Carolinas. For more information, visit

Updated and reprinted with permission from "Maintaining Order with Parliamentary Procedure," Board Member, April 1998 (The National Center for Nonprofit Boards).

Charts and articles are intended to provide general information on parliamentary procedure and are not legal advice or a legal opinion.