Rules of Order
by: Jeffrey A. Goldberg
Rules of Order
A. Call to Order
B. Review of Agenda
C. Approval of Previous Minutes
D. Officer or Committee Reports
E. Open Forum
F. Old and New Business
G. Executive (or Closed) Session
II. Motions and Discussion
C. Procedural Motions
1. Procedural Motions During Discussion
2. Procedural Motions Made Anytime
3. Method of Handling Procedural Motions
4. Discipline and Order
Copyright Notice - Please Read
INTRODUCTION TO EDITION 1.1
There have been numerous downloads of the Rules of Order since they
were first published in 1997. We assume that they have been adopted,
in whole or in part, by hundreds of associations nationwide. This
revision of the Rules of Order is based upon the criticism, comments and
questions we have received since the first publication.
This edition has a number of various small changes which are designed
to clarify issues raised by questions from board members who have
attempted to use these Rules. In addition, we have placed the rules
in html format and hyperlinked the sections for ease of use.
Although the author practices law in Illinois, it has become apparent that
most users of this document are located in other jurisdictions.
Therefore, we have attempted to make these rules more general without
incorporating the provisions of Illinois law. As always, we strongly
recommend that the board consult with its attorney regarding revisions to
these rules to conform to the law of your jurisdiction and to make sure
the rules are adopted properly. We have received numerous questions
about how a board might adopt these Rules. In many cases, it may be
necessary for the Association to amend its bylaws to specifically adopt
these rules. Again, the board simply must consult with its attorney
regarding these issues.
We have received much criticism of the provisions that foreclose unit
owners from participation in the board meetings (after the conclusion of
the open forum). We have chosen not to make any changes to our
original concept in this regard, because we believe that the board members
must be free to conduct the business of the Association without undue
interference from the unit owners. The rules are flexible, however,
and permit the board to recognize unit owners whenver the board deems it
appropriate. Therfore, each board can choose for itself how much it
wants the unit owners to participate.
Some have commented that our Rules are not tough enough to avoid abuses
by the Chair. We have not altered the basic principle of the Rules
to give a great deal of authority and power to the Chair (and giving a
majority of the board the power to overturn the Chair at any time), we do
recognize that a Chair can become very powerful and manipulaive and may
quash dissenting voices. We have made some minor changes to try to
address this problem. For example, if the Chair refuses to recognize
a Movant, he or she may make a motion to remove the Chair or to make a
dissent without being recognized by the Chair. Ultimately, however,
it is the majority of the board who exercises control over board
meetings. If the board members are weak and fail to control the
Chair, there is little that can be done to reign in the Chair.
This edition of the Rules should be identified as "Rules of Order for
Association Boards, edition 1.1” As before, we urge the widest
distribution of this document and ask only that it not be used for
commercial purposes (except with our permission) and that the copyright
notice at the end of the document must remain intact.
The author would like to thank those persons who took the time to
comment upon and ask questions about these Rules of Order. Your
suggestions have been incorporated into this edition. We would like
these Rules to improve and evolve over time. Your experiences,
comments, questions, and suggestions are welcome..-jg
INTRODUCTION TO EDITION 1.0
one thing that almost every homeowners’ association board seems to need is
a simple and dignified system of order for its meetings which its members
easily learn and apply.Robert’s Rules of Order are rarely
applicable to the needs of an association board. Even where they do apply,
most board members have trouble finding the time to adequately learn the
complex rules and procedures of Robert’s Rules. Parliamentary bodies
certainly are so complex that they do require the detail and richness that
Robert’s Rules provide. Yet association boards tend to be relatively small
in number and they operate with less formality. The needs of association
boards require a very simple but comprehensive system for conducting
business. Too many association board meetings consist of shouting matches
between various opinionated members. Other meetings find one or two
individuals in full control of the board while the other members are
rarely able to assert themselves or even have the chance to speak their
mind. A proper board meeting is orderly and fair, with each board member
having the full opportunity to contribute to the discussion and to offer
ideas and make motions. The author presents these Rules of Order for
Association Boards towards this end.
The Rules of Order for Association Boards are based upon a few simple
themes:1) Only board members are entitled to participate in conducting
board business.A time is provided for the unit owners to speak their
minds, but that forum is limited and is not an open debate. Once the open
forum is closed, only board members may speak. 2) The board itself is
firmly in control and each board member must have equal opportunity to
speak in turn. The Rules provide for a strong Chairperson but ultimately
all matters are for the board to decide. The Chair is responsible for
making sure that each board member speaks in turn and that no member
dominates the discussion. 3) Procedures should be kept to a minimum
and the board members should seek to acquiesce in as many procedural
matters as possible Of course, where a consensus is impossible, the board
simply must vote and decide. However, in many instances, the Rules suggest
that the board should simply accept a particular procedure. If the board
operates in the proper spirit, the functioning of the Association should
be smooth and efficient without the need to take constant votes on every
little procedure. The basic premise is to give the Chair the power to
decide most every procedural aspect, with the right of any board member to
appeal to the board on every such decision. In this way, the board can go
along with the Chair in the ordinary course of business but it still
retains its power to overrule the Chair. All procedural motions found in
Robert’s Rules are replaced by this simple mechanism. 4) Board
deliberations should be free and open. These Rules place little
restrictions on debate. Each item of business that comes before the board
is to be handled in turn, but there are no limits to the number of motions
that can be addressed at the same time on the same subject. Motions do not
have to be seconded to be brought into play. The board fully discusses an
item of business and then simply proceeds to vote on each motion
presented. Adoption of these Rules of Order can be done by a simply board
resolution. It is preferable to have unanimous consent of the board to the
adoption of the Rules so there is no question in the future of the right
of the board to enforce the Rules
against the individual board
members. If an Association deems it necessary, these Rules of Order could
be adopted by reference in the Association’s by-laws. When adopting these
Rules, the board should identify them as follows: “Rules of Order for
Association Boards, edition 1.0” The author presents this edition 1.0 of
the Rules of Order for Association Boards with the hope that board
meetings everywhere might run just a little more smoothly and with less
rancor than before. After experimenting with these Rules in your
association, the author hopes that you will share your
experiences,comments and suggestions with him so that future editions of
the Rules may benefit from the collective wisdom of association boards
RULES OF ORDER:
A. Call to Order
1. The Chair must verify that all members of the board have received
proper notice of the meeting or confirm that all are in attendance.
2. The Chair may call the meeting to order only if a quorum of the
board is present in person. If a quorum does not exist, the meeting is not
qualified to conduct business (unless applicable law or the bylaws provide
otherwise, telephone participation is acceptable provided that the phone
participant can hear and be heard by all other board members and the unit
owners in attendance). A board member may not appear by proxy or mail
3. The meeting must be open to the unit owners and the board and unit
owners must receive notice of the meeting, to the extent and in
accordance with, the bylaws or applicable law.
B. Review of Agenda
1. The first draft of the agenda is prepared by the managing agent or
one of the officers prior to the meeting. Agenda items should ordinarily
appear in the order as set forth in these Rules of Order.
2. The agenda “belongs” to the board -- the board may modify the agenda
as it pleases by a majority vote. This power should be used only when
necessary as proper functioning of the board requires advance planning.
3. At this point in the agenda, the board members may add or delete
items from the agenda and may change the order of presentation (All of
these Rules of Order are suggested but are not required and may be changed
by the majority vote of the board at any time).
4. When possible, changes to the agenda should be done by acquiescence
of all board members. Formal voting on the agenda is only necessary where
it appears to the chair that there is a disagreement.
C. Approval of Previous
1. The minutes need not be read aloud but they should be entered into
the Association’s official minute book. The minutes of previous minutes
are not the official minutes of the board unless and until the board votes
to accept them.
2. The minutes are prepared by either the secretary or the managing
agent (or some other person appointed by the board to act as recording
secretary). Any board member may suggest changes to the minutes before the
board adopts them. The suggested change should be set forth in the minutes
for the record, and then the board should adopt or reject such changes.
3. Minutes should state precisely each motion considered by the board,
and identify the board members voting in favor, against, or abstaining,
and whether the motion was carried. Minutes need not reflect the comments
made except in those instances when the board desires to make a specific
record. Whenever the board makes a decision that the board feels may
subject it to potential claims or liability, it shall be appropriate for
the board to enact a resolution that states all of the facts and
circumstances, the professional advice, and the rationale or other
considerations upon which the board's decision was based. Otherwise,
it is not necessary, appropriate or recommended for the board to set forth
the comments or discussion related to a specific motion. However,
dissents by a board member should be fully stated in the minutes.
4. When possible, changes to the minutes and adoption of the minutes
should be done by acquiescence of all board members. Formal voting on the
minutes is only necessary where it appears to the Chair that there is a
5. The board should not prepare minutes of meetings in closed
session, unless the applicable law permits the board to take action in
D. Officer or Committee
1. This is the time in the agenda when any committees of the board or
officers of the board may report their findings or recommendations to the
2. The full report should be presented and then each board member, in
turn, may ask questions or comment. It is not appropriate to make motions
or discuss items of business during this portion of the meeting.
3. This time should also be used for any presentations to be made to
the unit owners by the board or its officers.
E. Open Forum
1. Although the law may not require the board to provide an open forum
for the unit owners to speak about their concerns, it is the custom and
practice of most associations.
2. Strict time limitations should be imposed by the board (subject to
the requirements of applicable law) and these limitations must be
enforced. Each unit owner should address the Chair and must speak
courteously and to the point.
3. Board members may question the unit owner about the problem or
concern. Other unit owners are not entitled to be recognized or to comment
or question the speaker, except with the permission of the board..
4. Once the open forum period is closed, the unit owners are not
allowed to participate and may not seek to be recognized unless the board
specifically requests input or information from a particular unit
owner. This restriction must be strictly enforced because the purpose of
the board meeting is for the board members to conduct business and this
cannot be done if there is interference from the unit owners. All
disruptions by unit owners must be addressed by the Chair and repeated
violators must be removed from the meeting.
F. Old and New Business
1. All items that were tabled during previous meetings must be
revisited during the business portion, unless otherwise voted by the
2. The board may vote to postpone consideration of any old business or
it may remove any item from consideration.
3. Except in the case of emergency business, all new items of business
are heard only after all of the old items have been addressed by the board
(either by adopting or rejecting a motion or by postponing or removing the
item from consideration).
4. All business must be conducted in the form of motions or resolutions
adopted by a vote of the board (see Part II)
5. Any emergency items decided by the board between board meetings
should be discussed and ratified at an open meeting (when required by
G. Executive (or Closed)
1. When executive or closed sessions are permitted by law, the board
should move into executive (closed) session only after the regular
business is conducted but before formal adjournment. All unit owners must
be asked to leave except for those having a reason to participate (such as
witnesses at a rule violation hearing)
2. Only the statutory exceptions are good cause for moving into
executive session. The board should announce to the unit owners the
purpose of the executive session (such as “to discuss rule violation
3. Except as permitted by applicable law, no decisions, resolutions, or
motions may be adopted in executive session. All business must be
conducted in an open portion of the meeting.
4. The board should not take minutes of executive sessions, except when
the law permits the board to make decisions in closed sessions..
1. Upon motion carried by the board, or, upon the conclusion of the
agenda, the Chair shall announce the meeting is adjourned and the minutes
the time of adjournment.
II. Motions and
1. The president is normally the Chair of the board meeting. The
Chair’s role is to facilitate deliberations and to assist the board in
conducting its business in
a fair and efficient manner. By a majority
vote of the board, the president or other incumbent Chair, may be removed
from the Chair and any other board member may be assigned to Chair the
2. When an item of business is to be discussed, the Chair announces the
item to be discussed and opens the floor to discussion.
3. The Chair, as a member of the board, is entitled to voice his or her
opinion, and cast votes on matters that come before the board. However,
has the responsibility for providing each member of the
board an equal and fair opportunity to be heard.
4. No board member may speak until recognized by the Chair (except that
a motion to remove and re-assign the Chair, and a dissent, may be made
without recognition when no other person has the floor and the Chair has
unreasonably failed or refused to recognize the Movant). No board member
may interrupt the speaker who has the floor.
5. The Chair may impose reasonable time limitations. All time
limitations must be uniformly imposed upon all of the board members. The
speaker shall be given a one-minute warning before time runs out. By
vote of a majority of the board, time limits may be extended.
6. The Chair is to recognize each board member in turn. Discussion
shall be limited to the item of business at hand, and the Chair shall have
the authority to take the floor from a speaker who does not limit
discussion to the item of business at hand. No board member may
speak to an issue for a second time until all other board members have had
the opportunity to speak to it for the first time. Likewise, no board
member may speak to an issue for a third time until all other board
have had the opportunity to speak to it for a second time.
7. A unit owner or a guest may be recognized to speak only if a board
member wishes to obtain input from a unit owner and the board agrees. When
possible, allowing a unit owner to participate in the deliberations should
be done by acquiescence of all board members. Formal voting on the
question is only necessary where it appears to the Chair that there is a
8. When it appears to the Chair that all board members have had the
opportunity to fully discuss the matter at hand, the Chair should announce
that the item of business is ready for a vote.
1. There are 3 basic motions for each item of business
i. A motion to adopt a specific action by the board.
ii. A motion to table the item to another meeting
(including fact-finding assignments to a person or committee)
iii. A motion to remove an item from consideration
2. The board is limited to one item of business at a time, but there
are no limits to the number of motions that may be considered as to how to
dispose of that item of business. Motions need not be seconded.
3. After each board member has had the opportunity to discuss each
motion presented for consideration, the Chair will call each motion
presented to a vote. Those motions adopted affirmatively by a majority of
board members present are carried, provided a quorum is present.
4. The fact that a motion has been adopted or failed does not prevent
the item of business from being added to the agenda in the future and all
motions may be reconsidered at any time by the board.
5. In the event that a board member believes that an action by the
board is unlawful, contrary to the power and authority of the board, or
not in the best
interests of the Association, that board member may
make an oral or written dissent explaining the reasons why he or she
believes that a dissent is necessary. The oral or written dissent shall
become part of the minutes.
C. Procedural Motions
1. Procedural Motions During
i. Modify, or Withdraw a Motion - Only the original movant may
modify or withdraw his or her motion. Other board members may modify a
motion by presenting it in the form of their own motion.
2. Procedural Motions Made Anytime
ii. Motion to End Discussion and Vote on Motion - This is not a true
motion, but is in the nature of a request to the Chair that the motions
under discussion be brought to a vote. If the Chair refuses the request,
the member may appeal the decision of the Chair (see below)
i. Appeal Decision of the Chair - Any member may appeal the decision
of the Chair. The matter then shall be brought to a vote before the
3. Method of Handling Procedural Motions
ii. Suspend the Rules - Any member may make a motion to suspend the
rules including the reasons why the board should modify the rules or
procedures in an individual case.
i. If there is general acquiescence of all board members to the
motion, then the motion may carry without a formal vote.
Discipline and Order
ii. If there is disagreement about the procedural motion, the matter
shall be taken to a vote of the board. Once the board has ruled upon a
procedural motion, there is no right to reconsider or to repeat the
iii. There are no Questions of Privilege or Points of Order. All
procedural questions are merged into the Appeal Decision of the Chair.
iv. No person other than board members may make any motion, including
i. In the event a board member violates any of these Rules or the
decisions of the Chair, then the Chair may declare the member out of
ii. With respect to a member who is out of order, the following
discipline may be imposed at the discretion of the Chair:
a. the member may be warned without sanction
b. the member may be
excluded from discussion on the item of business at hand.
member may be excluded from discussion of all items of business
for gross interference with the meeting, the member may be removed from
iii. A member who is declared out of order has the right to appeal
the decision of the Chair both as to the question of whether the member
was out of order and as to the question of discipline. The board shall
approve or deny the appeal by a majority vote, except that the extreme
sanction of removal from a meeting shall be upheld only by the vote of
at least 2/3 of the members of the board.
iv. If the board upholds the declaration and/or discipline, the
member has the right to dissent for the record before the imposition of
v. The legality of these sanctions depends upon the fact
circumstances in which they are imposed. These sanctions should be used
sparingly and only to the extent necessary to keep order. The board
should obtain legal advice with respect to its authority to impose
sanctions with respect to its own governing documents, applicable law,
and the facts in any specific situation.