Relaxed Parliamentary Procedure1 for Board Meetings2

Be clear on the following things before the meeting:

  • Who will run (preside over) the meeting – called the Presiding Officer
  • Who will take notes (minutes) of the meeting – meeting Secretary
  • Who is allowed to vote on matters that require action – voting members
  • How many voting members must be present to allow for voting – quorum

At the announced time, date and location for the meeting, the Presiding Officer will make sure that there is a quorum by noting that enough voting members are present for the Board to take actions. Ideally, send out an agenda for the meeting in advance of the meeting or present one at the beginning of the meeting. 

Beginning a Meeting

Presiding Officer:  announce the start of the meeting with something like, “The meeting is starting now.”  Another way of wording this is to say, “This meeting is called to order.”

If there is an agenda, the presiding officer leads the meeting through the agenda.  If there is no agenda, the Presiding Officer announces the topics for discussion and action.  Items identified with another person as leader are passed to that person at the appropriate time.  

Action items:

  • Making a motion

After any desired discussion of a proposed action item, the Presiding Officer asks whether anyone wants to make a motion to take a particular action.  A voting member then says, “I make a motion that [state the action to be taken.]”  Another way of wording this is to say, “I move that [state action to be taken.]”

  •  Seconding a motion

The Presiding Officer asks whether there is a second to the motion.  At this point, either another voting member will second the motion, or the motion can be changed.  If nobody will second the motion, then no vote is required and the action will not be taken.  This is uncommon and usually means that the Board is not close to consensus on an action item. 

  •  Voting on a motion

If a motion is seconded, the Presiding Officer calls for a vote by asking those in favor to say “aye” and those opposed to say “no.”  If the outcome is clear, the Presiding Officer will announce that the motion is passed (carried) or failed (was rejected), and the meeting Secretary will note that in the minutes.  If the voice vote is not clear, then further discussion or a written vote should follow.  If something becomes controversial, the Presiding Officer can also table a motion rather than resolving it. 

 Ending a meeting

Presiding Officer:  announce the end of the meeting with something like, “The meeting is now over.”  Another way of wording this is to say, “This meeting is adjourned.”

1. Parliamentary procedures were written to govern the actions of parliamentary bodies, like congress.  They're not well-suited to running a small Board of Directors, but they are familiar and many Boards of Directors use parliamentary procedures because of that familiarity.  This Board Meeting script uses relaxed parliamentary procedures to allow for the familiarity of making motions as the method of taking actions.

2. These board meeting procedures are intended for small Boards of Directors that have at least three members, but fewer than 20 board members, and that are generally acting with consensus.  These procedures and are too formal for Boards of Directors with fewer than three members, and too informal for larger Boards.


 

 

 

 

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