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What Attorneys Should Know about Meeting Procedures
Perhaps more than most people, lawyers ought to appreciate the importance of rules of procedure.
Lawyers recognize—or should—that, just as the outcome of a case can turn on how a procedural issue is handled, the results of a meeting can be affected by how it is conducted.
Lawyers are frequently asked about parliamentary procedure in all types of settings, including corporate board meetings, governmental bodies, community associations (HOAs and condos), and charitable groups. And since lawyers are presumed to know parliamentary law, they often are asked to preside at or to assist with meetings.
Unfortunately, lawyers typically have little actual exposure to parliamentary law. As far back as the mid-1950s, American Bar Association President David F. Maxwell lamented that lawyers "seem to have left the field of parliamentary law almost exclusively to laymen." Former U.S. Chief Justice Arthur T. Vanderbilt once referred to parliamentary procedure as “a little blind spot in the law."
At one time, law schools taught such procedure, but no ABA-accredited school presently offers a regular for-credit class on the subject in its core curriculum.
Two entities that offer training and certification are the National Association of Parliamentarians and the American Institute of Parliamentarians.
Simply put, parliamentary procedure is the means by which organizations make decisions. Stated another way, this procedure comprises the laws and rules that govern business transactions.
Courts have held that all organizations, including business, professional, educational and government entities, are subject to the principles and rules of common parliamentary law. Thus, ignoring or incorrectly applying the procedures can lead to lawsuits, as well as confusion and embarrassment. Former law professor Howard Oleck has written that a “lack of parliamentary procedure rules can convert a minor difference of opinion into a major crisis.”
In the minds of most people, parliamentary procedure is synonymous with Robert's Rules of Order. But Robert's Rules is not the only game in town. It is, however, the most popular (some studies suggest by about 85 percent of organizations with a stated parliamentary authority) and the easiest to find.
Another well-known authority is The Standard Code of Parliamentary Procedure (also known as “Sturgis”), used by some 10 percent of organizations. Sturgis actually is a much easier book from which to learn procedure. There are other useful manuals, as well.
The 12th Edition of Robert's from 2020 is 714 pages and covers a variety of topics in addition to rules for conducting meetings. As such, it is an excellent resource for attorneys. The book includes sections on drafting bylaws, officers' duties, tabulating votes and making motions, and virtual/electronic meeting rules.
But make sure to buy the right book. There are numerous Robert's clones and earlier editions that are easy to get by mistake.
A Time for Formality
Most organizations formally adopt written rules of parliamentary procedure by adopting a rule (typically in the bylaws) that a particular reference book will be the parliamentary authority. The rules in that book then govern meeting when not inconsistent with higher authority, such as state or federal law. This parliamentary authority can be supplemented with more detailed rules for specific situations.
The conduct of business often varies with the size of the assembly. (See Board Procedures Versus a Membership Meeting or Convention) Gatherings such as annual meetings, conventions and shareholder meetings are typically conducted under formal procedures. Business conducted by a board of more than a dozen members also should follow formal procedures.
In contrast, formal procedure in a meeting of fewer than 12 actually may hinder business. Nevertheless, there still are times when more formal procedure may be warranted. If an issue is hotly contested or likely to attract publicity or a lawsuit, more formality can ensure that procedural safeguards have been observed. That can weaken the basis for challenges to the decision.
For attorneys, learning the basics of parliamentary procedure is both desirable and achievable. A solid foundation of procedural knowledge can result in more efficient meetings, enhance an organization's credibility, and make the difference between legitimate actions and illegal ones.
Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is author of four books on meeting procedure, including two updated for the latest Robert’s Rules: Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. Both books have been selected as “Editor’s Picks” by Publisher’s Weekly. Many free charts and articles on Robert’s and meeting procedure can be found at www.jimslaughter.com.
Updated from "Schools of Procedure Rules: Apply parliamentary knowledge for efficiency-and legality-of meetings" from the July 2000 Edition of the American Bar Association Journal.
Charts and articles are intended to provide general information on parliamentary procedure and are not legal advice or a legal opinion.