Starting a Board Manual

What do you do if your client does not have a manual of procedures for the Board of Directors? The easy answer is that you start one.

Actually, it is not the responsibility of the parliamentarian to write such a document. However, having one makes the job of the parliamentarian easier as it gives one document to refer to when there is an issue. But how do you start to do this.

First, mention to the Board that they need such a document and give them ample chances to start to do the work. If they do not do anything, ask if you can start to work on the idea. Usually, they will be glad to let you do that.

Having gotten permission (or if you are desperate, even if you don’t have permission), get a basic outline in your mind. The basic outline I used was:

1. Directors

2. Officers

2.a. President

2.b. Immediate Past President (etc.)

3. Board Meetings

With this outline, I went through first the Articles of Association (the Charter) and then the Bylaws. When a clause fit in one of the categories, I copied that clause into the document and put an exact reference to it at the end of the entry. By doing this, I established a document where an officer could easily find what the official duties and responsibilities where for each office.

Once finished, I sent a copy to the President asking his authorization to send it to the other members of the Board.

Breaking in a New Board

I find it very interesting when a new board is installed. Just recently, one client changed to a new board. The president has been a board member for a couple of years and the secretary had not been on the board. Both realize that they need training for their positions.

The secretary was easy. I loaned him my copy of Every Meeting Needs a Great Secretary and my copy of Eli Mina’s book for secretaries. Those who works cover everything that a secretary needs to know to do a good job.

Working with the president is going to take a lot more than anything that can be found in books. She needs help in handling the culture of the meetings she chairs. In the board meetings, the various cultures that are present have to be handled carefully. The post board meeting discussion with her is going to be the important educational time and will often involve me asking her the right questions so she can see where her successes were and what she needs to do to make good adjustments. This is where I have to be an artist.

Time will tell how successful I am.


When you go into a meeting, you need to have some strategies planned so that you can accomplish your goals. Without strategies, it is not likely that you will accomplish those goals. Good strategic planning is not abusing the organization; the opposite is true as you will be working to do the best for your organization.

For the sake of argument in this post, let’s assume that the motion, “That the price of lunch in the cafeteria be raised from $10 to $12.” We will also assume that this motion does not require any previous notice and that it is in the preview of the assembly.


If you support the motion, you can do several things to support it. You can speak in favor of it. In fact, you can plan with a group as to who will speak for it and when. Also you can plan to make motions like Postpone Indefinitely and Call the Question when they will support your position. You may wish to work against any amendments to the plan unless the amendment improves the motion in a way you (or the group) desire.


If you are against a motion, you will do all to get it defeated. Again, a group plan can be helpful. You would at least argue against it. You might also offer amendments that would ultimately make the motion less desirable — an amendment to change $12 to $15 would be one.

The amending process can be a very strong way to work for the defeat of a motion. I will make it the topic of a separate blog post.

The Chair and the Secretary

It is interesting that Robert’s Rules of Order list eleven duties for the Chair and eleven for the Secretary. These are the two offices that are most intertwined. In a good meeting, they are sitting next to each other (the parliamentarian is sitting on the other side of the Chair!)

The duties are closely related to each other as the Chair and the Secretary need to be in close communication. The Chair’s wording of a motion is the final form –that is what the members vote on.. At the same time, the wording that goes in the minutes might be the one that the membership approves as the final wording. It needs to be a situation where the two work together.

Is getting the two to agree easy — yes, as it is a simple matter of looking through the real mirror. If both sides are hones, an agreement can be reached quickly and this is what is wanted.

The Chair and the Secretary are a powerful team if, and only if, they want to work together.