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In this month’s E-Letter, we will consider the relevance of Robert’s Rules of Order in the context of your Township’s meeting procedures. This E-letter will discuss the scope of Robert’s Rules, and the various types of rules that are addressed. It will further explore that Robert’s Rules is non-binding on Townships, and only those Townships that have formally adopted some or all of these rules are obligated to follow them. Nevertheless, many Townships have informally turned to Robert’s Rules as a guiding framework for assessing motions and establishing a foundational level of parliamentary procedure during board meetings. Since Robert’s Rules is non-binding, our E-letter will further delve into key distinctions between Robert’s Rules and the Open Meetings Act, providing insights into how your Township can effectively apply Robert’s Rules for improved governance.

I.       What Is Robert’s Rules Of Order?

Robert’s Rules of Order (“Robert’s Rules”) is a procedural guidebook to meetings. It creates procedures for assembly (sometimes referred to as parliamentary procedure) and specifically addresses calls to order, motions, procedures for regular and special meetings, quorums, debates, voting on actions, elections of officers, minutes of the body, and even disciplinary procedures. It is widely used by professional organizations, fraternal organizations, and municipalities across the United States.

II.     Robert’s Rules: An Overview

Robert’s Rules emphasizes several key principles for holding effective and efficient meetings, such as the consideration of only one subject at a time and the encouragement of decorum among the public body and the attending members. Robert’s Rules sets forth procedures based on those key principles to avoid personalities between or among the body causing ineffective debate; instead, the Rules emphasize the debate of only the merits of a pending motion. Below, we have highlighted some of the proposed rules set forth by Robert’s Rules for holding meetings. Your Township may find value in considering one or more of them for purposes of an informal guidepost or binding rules (as discussed further below).

Order of Meetings

Robert’s Rules provides that a meeting should first be opened by the Chair, who may call the meeting to order. He or she may do so by announcing the meeting, such as by saying “the meeting will come to order.” This is generally observed among Townships by being conducted by the Supervisor at the board level and by the Chair for other boards, commissions, and committees. Robert’s Rules provides for the following order of an agenda for regular meetings:

1. Approval of previous meeting minutes;
2. Reports from standing committees, boards, and officers;
3. Reports from special committees;
4. “Special orders,” meaning matters which have been previously given special priority;
5. General orders and unfinished business;
6. New business.

Motions

Motions happen at every meeting, whether it is to approve expenditures or even adjourn. But far too often, motions can become a confusing topic as board members try to identify the “motion maker” and who “supported.” Even worse, many Township Boards ask themselves how to properly make an amendment to a pending motion that was supported. Robert’s Rules can provide some answers for those Townships that want to put an end to the often debated question of even how to make a motion and amend it.

Robert’s Rules does so by providing motion procedure and the order in which motions should be considered. Robert’s Rules describes six types of motions: the main motion, subsidiary motions, privileged motions, incidental motions, and motions that bring a question again before the assembly.

• The Main Motion: A main motion brings business before the meeting. This motion can only be made when no other motion is pending. I motion to approve the September 26, 2023 meeting minutes as presented.
• • Incidental Main Motions: An incidental main motion is a main motion, but is incidental to the current business being considered at the meeting, or a past or future action of the assembly. I motion to amend the previously approved September 26, 2023 meeting minutes.
• Subsidiary Motions: A subsidiary motion may modify the main motion. I move that the motion to approve the September 26, 2023 meeting minutes be postponed indefinitely.
• Privileged Motions: A privileged motion does not have to do with the matter currently being considered but is considered urgent and may interrupt the consideration of other matters. I move to recess until 4:30 p.m., September 27, 2023.
• Motions That Bring a Question Again Before the Assembly: This type of motion brings back a previously considered matter. I move to take a question from the table.

Minutes

Robert’s Rules provides for the keeping of minutes as the official record of a meeting. Under Robert’s Rules, minutes should contain the type of meeting, the name of the body holding the meeting, the date and time of the meeting, members present, and clarification on whether previous meetings were read and approved. State law, however, provides different requirements for meeting minutes of a public body (these are addressed later).

III.    Binding, Not Binding, or Somewhere in Between?

We have addressed only a small fraction of Robert’s Rules. The full text of Robert’s Rules is upwards of 600 pages long. The next logical question is whether these rules are binding on public bodies. The answer is generally no, although if a Township adopts Robert’s Rules as its official rules of order, it is possible that courts may entertain questions of whether Robert’s Rules was followed during proceedings.

In 2021, the Court of Appeals used Robert’s Rules to determine that a quorum was present at a meeting of the Wayne State University Board of Governors. Busuito v Barnhill, 337 Mich App 434, 457-58 (2021). In an attempt to pass a controversial acquisition of property, the Board added an item to the agenda quickly before a meeting that one Governor was unable to attend. Id. at 438. In order to establish a five-person quorum, the president of the Board was counted as a member, despite having never been counted as a member for the purposes of determining a quorum. Id. at 438-39. The vote resulted in approving the purchase of the property. Id. at 438.

The WSU Bylaws stated that the president was the “principal executive officer of the institution” and an “ex-officio member of the board. . . .” Id. at 444. Furthermore, Robert’s Rules creates two categories of ex officio board members, to which the defendants argued the president qualified for the purposes of determining a quorum. Id. at 444-45. Importantly, WSU’s bylaws adopted Robert’s Rules as its own rules of order in the absence of contrary provisions. Id. at 444. Using Robert’s Rules, the Court of Appeals ultimately found that the president counted towards a quorum, stating “we find persuasive that § 4.1 of the WSU Bylaws incorporates ‘the procedure prescribed in Robert’s Rules of Order. . . .’” Id. at 457-58.

The State of Michigan does not require local governing bodies to follow Robert’s Rules, although Townships are free to adopt them as their own policies. If your township has not adopted Robert’s Rules, it is not binding. Still, your township may reference Robert’s Rules for non-binding guidelines on handling motions, order of meetings, and other matters that may arise during meetings. If your Township has formally adopted Robert’s Rules as its own rules of order, or to supplement its own rules of order, it should be careful that procedures are followed when not preempted by state law, especially when procedure may determine the legitimacy of Township action.

IV.    Robert’s Rules and State Law: Key Differences

Looking through Robert’s Rules will certainly raise concerns about compliance with state law. A township should follow the requirements of federal, state, and local law before following conflicting non-binding policies. Members of public bodies should generally be aware of the requirements of the OMA. Many requirements of the OMA are in conflict with, or not considered in provisions of Robert’s Rules.

The OMA Has Public Participation Requirements Not Contemplated in Robert’s Rules

Section 3 of Robert’s Rules provides guidelines for the order of business at ordinary meetings. This schedule does not contemplate public comment as required under the OMA (or even public hearings as required by other state law). The OMA requires that members of the public “be permitted to address a meeting of a public body under rules established and recorded by the public body.” MCL 15.263(5). This obligation has many Townships provide for one or more meeting agenda items that are dedicated to public comment. Thus, even in considering Robert’s Rules’ recommended order of action, Townships must take into account the requirement that the public have the opportunity to address the public body.

The OMA Outlines Requirements for Meeting Minutes Different than those Suggested by Robert’s Rules

Section 48 of Robert’s Rules states that minutes should contain certain information, such as a list of main motions made, a list of certain subsidiary motions made, disciplinary procedures taken, and complete substance of committee reports. While a public body may find this useful to include in its minutes, it should ensure that it always provides the information required for minutes under the OMA. Under the OMA, minutes are required to contain:

1. The date, time, and place of the meeting;
2. The members present;
3. The members absent;
4. Any decisions made (votes taken);
5. The purpose of any closed sessions held at the meeting;
6. A list of all roll call votes taken during the meeting.

MCL 15.269(1). Furthermore, minutes taken during the open portions of a meeting must be open to public inspection. Id. at § 2. Finally, while Robert’s Rules recommends meetings be approved at the next regular meeting, the OMA requires any corrections to be made at the next meeting of the public body. Id. at § 1.

Best Practice: Follow Proper Noticing Requirements for Public Meetings and Provide Equal Treatment to Members of the Public Who Wish to Address the Public Body.

Robert’s Rules provide for nontraditional types of meetings, such as mass meetings, committees of the whole, quasi committees of the whole, and informal consideration. It is important to contemplate noticing requirements. Furthermore, during informal discussion, members of the public should be given equal opportunity to address the public body.

When a quorum of individuals is convened for the purpose of deliberating on public policy matters, a public body must follow the requirements of the OMA. This includes providing notice and minutes of the public portions of the meeting. Furthermore, such a meeting must be held in a place “available to the general public.” MCL 15.263.

V.      Robert’s Rules And Your Township

A Township may choose to formally adopt Robert’s Rules as its own rules, it may supplement its own rules with Robert’s Rules, or it may choose to not adopt Robert’s Rules at all. If a Township chooses to not adopt Robert’s Rules, Robert’s Rules may still be informally referenced as a helpful guide when addressing meeting procedure. Moreover, Robert’s Rules may be used when a Township wishes to create its own rules of order, even without formally adopting Robert’s Rules in full. This may be particularly helpful in outlining the procedure and order of motions.

Townships that are considering adopting Robert’s Rules, or have already adopted Robert’s Rules, should be aware that if meeting procedure is challenged, it is possible that a court will consider Robert’s Rules in order to determine the procedure the township should have followed.

Whether a township chooses to adopt Robert’s Rules or adopt its own rules, it is beneficial to be aware of the rules of order your township uses and the general requirements of the OMA.

By Lindsey Gergel

This publication is intended for educational purposes only. This communication highlights specific areas of law and is not legal advice. The reader should consult an attorney to determine how the information applies to any specific situation.