CA's Budget & Nonprofits: Part Four
05.25.2023 | Linda J. Rosenthal, JD
There’s a quick answer to the second question: Sometimes yes and sometimes no. There are pros and cons.
How’s that for a lawyerly response?
Professional parliamentarians love Robert’s Rules of Order, but many nonprofit experts are wary: “We have said it before and we will say it again: Most organizations should avoid Robert’s Rules of Order like the plague. . .”
Back to the Beginning: Who is Robert?
In 1863, U.S. Army Colonel Henry Martyn Robert was asked to preside over a public meeting. But he didn’t know the first thing about how to run one, and it was a disaster. Then and there, he decided never to face another meeting until he learned about parliamentary procedure. There were few books on the subject, so he taught himself rudimentary principles.
Over the next several years, Robert was assigned to military installations around the U.S. where he saw “virtual parliamentary anarchy.” He was more determined than ever to fill this void.
In 1876, then Brigadier General Robert published his Pocket Manual of Rules of Order for Deliberative Assemblies. Back in the 1860s, he had studied the rules of procedure used by the U.S. House of Representatives, and used it as a guide for his book — with certain changes that he decided were appropriate for “ordinary societies.”
Of course, the 1860s House of Representatives was the deliberative assembly that couldn’t avert the Civil War, so — perhaps — this was a dubious model for conducting harmonious and successful meetings.
But his new book with the short title Robert’s Rules of Order caught on like wildfire.
He issued several new editions before his 1923 death. Family members continued his work, producing additional revisions. Now, recognized parliamentary experts supervise changes; the 11th edition was issued in 2011, and gives a nod to technological advances like videoconferencing and email.
But it was, and remains, a one-size-fits-all tome of extremely formal, rigid procedures. It’s over 600 pages long. We wrote in an earlier post that for bylaws, one size definitely does not, and should not, fit all. As one nonprofit commentator recently observed: “There is no law mandating that nonprofits must make decisions using Robert’s Rules. After all, you’re not a parliament. You’re an animal shelter, . . . or a theater, or an advocacy organization.”
There’s another problem. The Robert copyright expired long ago, so there are copycat parliamentary guides that now use parts of the title, and some of the original ideas. So when there is a reference to following Robert’s Rules – as in “(l)et’s follow Robert’s Rules of Order” or “(o)ur bylaws require us to abide by Robert’s Rules” – there is legitimate ambiguity.
There’s No Legal Requirement to Use Robert’s Rules of Order
Robert’s Rules of Order is still popular and pervasive almost 150 years later — especially for voluntary organizations. But most people know little more about it than the title and that it may describe how to make and second a motion.
Many nonprofit leaders just assume that its use is somehow mandatory — it’s not — and that applying it makes board of director votes legitimate — it doesn’t. In some cases, using Robert’s Rules conflicts with state law.
Each state has the power and authority to designate how its corporations are formed and operate. In California, for instance, the Corporations Code includes certain mandatory rules for how nonprofit corporations conduct meetings, but there is nothing at all about using or adopting Robert’s Rules of Order or any other specific manual.
Critics Warn against Adopting Robert’s Rules in the Bylaws
The only reason a nonprofit would be required to follow Robert’s Rules is if a current or former board inserted a requirement in the bylaws. Many leading experts advise against this, though, because it may be a poor fit with many organizations. “There is nothing wrong with Robert’s Rules of Order when adopted by the right organization for the right reasons. The right organization is a parliamentary or legislative body, not your typical nonprofit charity.”
A related concern is that Robert’s Rules is out of sync with today’s norms about how people relate to each other and get things done. The modern model is consensus and collaboration instead of more formal patterns of decision-making from past centuries.
Whether to follow Robert’s Rules of Order, officially or unofficially, should not be a “knee-jerk” or casual decision. Read and understand the book. Review applicable — and possibly — conflicting law. Finally, consider your organization operates: how it meets and resolves conflict, whether the board members truly share the organization’s values and visions, and other factors including your size, purposes, and decision-making style.