PARLIAMENTARY PROCEDURE

Robert's Rules of Order is one of the most common frameworks for parliamentary procedure.

You'll likely find a reference to Robert's Rules in your bylaws similar to this:

In the event of dispute on procedures, the parliamentary authority for the meetings shall be the most current available edition of Robert’s Rules of Order.

The sum total of Robert's Rules can be quite daunting, but there are resources available to help. For $8, you can pick up a copy of Robert's Rules of Order (Newly Revised) In Brief that will likely answer 80% of the procedural needs of a relatively small (<10 member) Board of most common interest communities. The complete Robert's Rules of Order Newly Revised 12th Edition is available for $16.

Your state statutes may also prescribe important procedural information. For example, Washington State's Nonprofit Corporation Act RCW 24.03A.565(6)(7) assumes assent and prescribes specific actions to dissent. Dissenting to a motion has specific legal ramifications that could, for example, provide legal protections to director if the rest of the Board votes to do something that has not met the required standard of care. Recording and attributing dissent is therefore not just a matter of proper procedure, but also matter of law.


(6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the

action taken unless:

(a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the

meeting;

(b) The director dissents or abstains from the action; or

(c) The director delivers notice in the form of a record of the director's dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting.

(7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.

PARLIAMENTARY PROCEDURE REFERENCES