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back to the Nonprofit Hub Radio Podcast. I'm your host, Megan Speer. Joined today by Jim Slaughter, who's a partner at Law Firm Carolinas, to dig into, I promise you, a conversation we have not had on the podcast before. And I am really excited about it. So I'm gonna, as a confession, Jim, before we let you introduce yourself, I spent most of my high school career, yes, as a theater kid and in the choir, but also doing uh speech and debate forensics. And so I had to do student congress for a lot of that, which made me very into and very attuned to Robert's Rules of Order, which is what we're gonna be talking about today. But it might not be something that everybody is has that background with. It is something I spent a lot of Saturday mornings having to deal in. But yeah, definitely not something that a lot of people have a background in. And so I'm really excited to dig into the importance of it, why it matters, and how it can really help our nonprofit, especially in the board, move forward. So, with that introduction, Jim, welcome in. Tell our audience a little bit about yourself and kind of your background that brought us to this conversation about Robert's rules today.
SPEAKER_01Happy to, Megan. And again, my name's Jim Slaughter. I'm an attorney with Law Firm Carolinas, and my focus is parliamentary law. Uh, in addition to being an attorney, I'm a certified professional parliamentarian and a professional registered parliamentarian and past president of the American College of Parliamentary Lawyers and have written a number of books on meeting procedure. And I'm happy to sit down with a parliamentary procedure groupie.
SPEAKER_00Yes, I am I at least have a background in it, uh, although it's been quite a few years since I was in high school, so it might be a little rusty on that side. So the topic of the day, as I mentioned, is Robert's Rules of Order, which I would vote that any meeting needs to be run, any sort of governing meeting needs to be run by, because otherwise it just gets a little willy-nilly for my my personal taste.
Before we even dive into what that looks like and what it means, uh as I understand it, we are kind of at an anniversary for Robert's rules. So tell the audience, just so we're kind of level setting, who is Robert? Why did he write these rules, and what is it that we're currently celebrating?
SPEAKER_01Well, well, since you brought since you brought up the celebration, not me, for those who did not celebrate the birthday already. Okay February 19 was the 150th anniversary of the publication of the first Robert's Rules of Order, which is the manual you most often hear about when you go to meetings.
SPEAKER_00Yeah. And so, okay, so uh my apologies that we've missed the celebration, but it's still in the year of it. So here we go. Help us understand where this came from. Because again, who is Robert and why is he now the gold standard for how we run parliamentary procedure?
SPEAKER_01And I will say for a lot of people, parliamentary procedure, meeting procedure is synonymous with Robert's rules of order. Uh Robert, so I will mention, is a book on parliamentary procedure. There are actually a lot of books on parliamentary procedure. There were a lot of books when he wrote his book back in 1876, but his book was well written. It had a lot, it had logic to it, it had an organization to it that people liked. And so it's it has become the 800-pound gorilla of the meeting procedure world. But there are organizations. If if you we were talking to a group of physicians or dentists, they likely don't use Roberts. They tend to use some version of a book called the Standard Code. And many governmental groups in California use a different book. So it it depends on the group as to what book they use, but Roberts is the most easy to find and the most commonly used.
SPEAKER_00Okay.
And so help us understand. It really governs, is it any kind of meeting? What type of meeting?
SPEAKER_01Well, and and not to not to go lawyer on you here, but in terms of where procedure comes from meetings, it actually comes from quite a few places. Many government, many uh organizations are governed today by statute. So if you're a nonprofit, you're governed by the nonprofit statutes where your entity is incorporated. And there are all sorts of nonprofit statutes dealing with meetings on how much notice has to be given of a meeting, uh, how many people have to be at the meeting for it to be a legal meeting, what kind of votes have to be taken at the so that's all parliamentary procedure, but it's statutory. And then there are some statutes that say certain organizations, like homeowner or condominium associations, have to follow Robert's rules of order, or the group might have, in their bylaws, adopted a provision that says they will follow Robert. So we're only going to talk about Roberts if that is your parliamentary authority for your specific group. You might have a different book or no book, but there's still procedures you have to worry about.
SPEAKER_00Yeah. And as I understand it, that does vary state by state, right?
SPEAKER_01Yes, and even organization by organization.
SPEAKER_00So if someone's listening right now who maybe is newer to starting their nonprofit or newer to this position, how do they start figuring those things out in terms of what the actual state requirements are or the organizational requirements? Where do we even find that information to make sure that we're following the rules?
SPEAKER_01Well, the nice thing is, you know, Megan, is there's lots of information now available online. So there are lots of organizations, yours, ASAE, there are lots of organizations that help people find information about nonprofits and where they are. So anybody who is a member of a larger nonprofit, there's going to be some document like a corporate charter, articles of incorporation. There's going to be a document like bylaws. And a good place to start is to take a look at those documents because those are sort of the manual, the working manual for any type of a nonprofit.
In the in regards specifically to a startup, though, if somebody is at this point having to write their bylaws from the jump, help us think through or maybe help them understand why having a framework for procedure is so important. Because I do think a lot of times it kind of gets sloved off as like, well, the mission is important and we really want to get to doing all of these things, but the structure is equally important. So help us understand kind of the background for why that framework matters.
SPEAKER_01Absolutely. And of course, it depends on the type of entity. I mean, I I work with nonprofit boards that have three people. Their procedural needs are different than I work with a number of nonprofit boards that have 150 people. And I work with some nonprofits that for their membership meetings, there are thousands of members that show up. As you can imagine, you need much more structure and you need more formality and you need to worry about the rules more when you're in one of those big meetings, because if your group of two people is worrying about parliamentary procedure, you you are focusing on the wrong thing. Uh in fact, Roberts, we can talk about it in greater detail. Roberts puts great emphasis, as do the other books, that the bigger a group is, the more formal the procedure needs to be. The smaller a group is, the less formal the procedure needs to be.
SPEAKER_00Okay, so let's talk. So the majority of our listening audience tends to be kind of mission-driven organizations, nonprofits, that are, I would say under 2 million annual revenue, right? So small tend to be maybe a little on the smaller side. So a lot of startups talk us through the basics of parliamentary procedure and what that looks like in that kind of context, right? Because I do think it's very easy, again, having been one that did this every Saturday for all of high school in a student congress setting, it's very easy, I think, to get caught up in the the details of the rules and the the letter of the law, so to say, and not really understand the why behind why it's important. So help us kind of level set that why.
SPEAKER_01And the why, in terms of why do we worry about procedure, there's really, I'd say three reasons. One is there's a legal aspect of the procedure that if you have a meeting and you don't call it with the right notice, or if you don't wait until enough people get there and you start voting on things, or you vote wrong and it's a two-thirds vote instead of a majority vote, you may find that you didn't do what you actually thought you were going to do, and that's that's bad. But I'd rather focus on the proper procedure can make meetings shorter and it can make them fairer. And then a side benefit I'll mention, and and I'm going to use you as an example. I suspect you occasionally go into either a nonprofit meeting or you go to a volunteer group or to a PTA meeting or you go into a a religious institution and there's a structured meeting, and they probably do something that's kind of rules-related, parliamentary procedure related, and you probably go, hey, I have an idea of what's going on here. I'm comfortable in this setting or more comfortable than I've never been in one. So for those who learn procedure, if it's in the nonprofit world or somewhere else, that's a transferable skill that you can use as you change nonprofits or if you go into a large membership organization or to a church that has an annual meeting. So it's a useful skill to have, regardless of whether you need it, need it today.
SPEAKER_00Yeah. So let's talk about this in different in a couple of different contexts, right? Because I do think, at least from my understanding, and you can certainly the expert, so feel free to correct me if I'm wrong. In my understanding, that's going to look different in something like a an annual membership meeting at your church, right? The annual or the annual association meeting for members within maybe an association, professional association, than it is in the 12 person around a table governing an organization as the board. Help us understand the difference, like how those two things look different.
SPEAKER_01And you get a gold star for your student congress participation. Because you are remembering this correctly. Okay. Roberts tends to focus on the idea, as do the other parliamentary books, that if you're a board that's larger than about 12, if you're a membership meeting, as you get into more people, you have to be more formal. And the reason why is you can't just have a conversation with 50 people. You can't have a conversation with 100 people. And so big meeting procedure, like an annual membership meeting for a nonprofit, tends to look fairly formal, that you don't talk unless you raise your hand. You have to be recognized by the presiding officer. You get called on, you get to speak for so long, and then you're done. And they go on to somebody else. And you don't get to talk again as long as everybody gets a chance to talk first time. And then maybe you can talk a second time, but then you're done for the day with that motion as you process business. On the other hand, how formal do you want to be in your board of three people? You can have a committee as small as one. You know, how formal do I want to be in my committee of one? You know, I raise my hand and say, oh, I move, we take a 10-minute recess so I can take a break. Oh, I guess I better second it because I'm the only one here. So it gets silly pretty quickly. So Roberts recognizes as you get smaller, just like a big group trying to be informal can cause chaos. In a small group, a small group trying to be too formal, and I think you were alluding to that earlier. When small boards or small groups of fewer than about 12 members try to be extra formal, they're missing the concept in Roberts. There's a whole chapter in Roberts, chapter 49 on informal procedure for small boards as well as committees, but it's in chapter 49. How many people ever have made it to chapter 49 of Roberts Rules of Order? But there is a whole chapter on how smaller groups should be much less formal. You don't necessarily have to be recognized. You can just sit around a table and talk. Seconds are not a big deal. You don't have to second motions. You can decide things by unanimous consent regularly, with the chair just saying, uh, is there any objection to taking a 10-minute recess? Hearing no objection, we'll take a 10-minute recess. So it's a much less formal procedure in small groups. So you mentioned money earlier. I'm usually more focused on how many people are at the meeting because a person meeting can be very relaxed and can just sit around a table and talk about stuff and agree by nodding their heads, but that doesn't work as well in a group of 150 at the annual membership meeting.
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presume in this context that the majority of the folks who are listening are in that, I would say, 8 to 10, 7 to 12 kind of person boards. We get a lot of board folks who listen to the podcast. If they're if they have typically not had any sort of procedure, right, and maybe a little I'm going to use a super technical term here right now and go with loosey goosey? If they if that has been their experience and they're listening and thinking, you know, this is definitely something we should, as the board is growing, we should definitely start putting some of these things in place. What are the pieces that you think uh bring the most value to procedure? Like where what's an easy way for them to get started? Because to your point, Roberts has a lot of chapters to sit down and try and go through that whole book could maybe be a daunting task for folks. So what do you find to be the most important ways to get started or the maybe the easiest on-ramp to bring some of that structure into that setting where it might not have been?
SPEAKER_01And and recognize Roberts is 714 pages long, small print, because it's designed to work with any type of organization, whatever its size and whatever its structure. But when you when you boil it down, if you get into the chapters on small boards, the purpose behind Roberts is is pretty clear. And it's good to have a fundamental understanding of it at any size board, and that's because it's really designed so that everybody at every moment knows exactly what's going on. There's a fair debate about things, and then votes are taken that are fair. So even in a small board, the part of the Roberts that that you would expect, even in a small board of five or seven people, if you need this, I mean, if you said loosey goosey, if you tell me that your board is getting everything done it needs to get done, it's ending on time and everybody's satisfied with the meetings. How much more structure do you need to be? But if you're finding the meetings are going long or there's chaos in the meetings, or there's a rules person who is imposing themselves on the group, it might be better to have a little more structure. And that type of structure tends to be that when proposals are made, they should be stated by the chair, just as they are in Roberts. So it's very clear what we're going to talk about now. You call on the person who made the proposal, you alternate between pro and con so that you can get both sides. You don't let people hog the microphone. Typically, you call on a person, then you call on people who have not spoken. You try to alternate pro and con. You don't let someone speak more than twice typically so that they monopolize the conversation. And at some point, the chair explains that we're going to take a vote on the issue. The chair is very clear about what we're voting on. You take a vote, you let the majority decide what the decision is, and then the chair announces exactly what the group has done. So much of Robert's is just about keeping clear what are we doing, where are we headed, what did we just do, because you never want someone to feel like they were either treated unfairly or they just didn't understand what was going on.
That's so good. So typically then your recommendation would be that it is the chair who is the most familiar with the procedure, whether that's Roberts or otherwise. Or should there be someone else on the board who's kind of helping to guide that structure?
SPEAKER_01And and that will also depend on the group and the size of the group. The chair should have a fundamental understanding of parliamentary procedure. And by that I mean just how to how to process a motion, how to fairly lead debate, how to take a vote. I mean, it does not take much for a chair to run a fair meeting. On the other hand, some boards, just because of their history or because of their size, are much more complicated. They have lots of parliamentary procedure, they have lots of motions. In those instances, you will sometimes have someone in the role of a parliamentarian, like I do professionally. It could possibly be a volunteer member, but sometimes the politics are we don't want a member involved in the debate because it might be viewed that they have a particular viewpoint on this. And the parliamentarian would have to completely stay out of the discussion in every way. And so sometimes you'll have a staff person who volunteers for this role, but the politics in that can be tricky too. So large organizations and many of the largest associations in the country, I've served as their parliamentarian for many years, and I'm brought in because I don't have a dog in that fight, and I'm there just to make certain they get done what they want to get done fairly.
SPEAKER_00That's interesting. I didn't know that was something that could be done by someone outside of the organization.
SPEAKER_01Well, just as an attorney would advise, uh my area of law is parliamentary law, as is another attorney in my my firm, Carol Albright, and we we work with unions, nonprofits, medical groups, all sorts of organizations, and we tend to get brought in because A, we understand the procedure, B, we've done it with thousands of groups, and C, as nicely as I can say this, we don't care how the issue comes out. We're trying to make certain they get to make the decision. We want to make certain that if everybody came together for an annual meeting, that they accomplished what they came there to do in a in a successful way.
SPEAKER_00Yeah, that's interesting.
So help us understand then because I know we do have a lot of of folks in our audience who are part of membership organizations like that. If somebody is maybe dipping their toe, I would say, into that, they're headed to their first annual meeting or they're wanting to get more involved. I'm curious how you see kind of the the preparation for that. Right? So if somebody is again just starting out, maybe this is their first time at it, that they get to be in the room for that meeting. What are the things that they should maybe know ahead of time or understand about procedure just so that they're the most prepared walking in?
SPEAKER_01The types of nonprofits, Megan, the where you're most likely to see a lot of procedure tend to be the annual meetings of nonprofits that have a lot of members, you know, 100 members, 200, 500, 1000. Yeah. The advantage of that is they tend to put together packets of information, which you've seen before, which would include an agenda, which would explain what's going to happen and when, and if it's adopted, if the agenda is adopted, this is the business that's going to come up. There's frequently a delegate or a member manual that will have a couple of pages of rules. And those rules actually, once they're adopted, they take priority over Roberts. Roberts is at the bottom of the food chain. If you adopt rules, those are higher. And those might be that instead of Roberts letting you talk for 10 minutes at a time, we let people talk for two minutes at a time. And there might well be rules on how do you get recognized, do you go to a microphone, do you raise a colored card so that the share can see you in the audience? It will explain how you vote. So if I were advising a delegate to an annual meeting, I would say, take a look at the packet they sent out because it's going to probably have some proposed rules. It's going to have an agenda. It will probably have in it the proposals or the resolutions that are going to come up. And then very frequently they will have some link or they will have some information on how to be a good delegate or how to attend your first meeting. So yeah, this is more structured. And it's for a larger group, as we discussed earlier, if you're heading to a board meeting with five people, you could go online and learn a few tips about parliamentary procedure, but you don't have to do nearly as much in-depth as you would for an annual meeting.
SPEAKER_00Ian,
I'm curious now, you know, here we are in a the post-COVID world, right? Where a lot more things have gone virtual. Right? A lot of these things may be uh especially board meetings. I know I'm I am on the board of two organizations that are national, and so our board meetings we're not we're not all flying to destinations to be in the room together. So our board meetings are all virtual. Is there something different that we should be keeping in I mean, uh no offense to Roberts, but it certainly did not account for Virtual and the the kind of functionality of virtual. Are there new things maybe that we need to be keeping in mind if we're running virtual meetings?
SPEAKER_01As you know, absolutely. And and I will mention, by the way, the first edition of Roberts came out in 1876, but it gets revised about every 10 years. So we're actually on the 12th edition now that came out three years ago, and they take into account what's going on in the world. So when this edition came out in 2022, they added about 15 pages in an appendix on electronic meetings, electronic voting, telephone meetings, virtual meetings. And you can bet the 13th edition, when it comes out in the early 2030s, will probably have a giant chapter on electronic meetings. If anyone's interested, we have a couple of hundred articles on our website about parliamentary issues, and there's several on virtual meetings. As you've already noted, virtual meetings are just different. It can work well for a small organization. I mean, if 10 people on a Zoom call is not impossible to control. 50 is pretty difficult. 200 is difficult. I've been on a Zoom meeting with 8,000 people. And obviously, you need to consider the rules, everything from how do people get recognized. You can assume that you don't want people talking as long on Zoom as you would put up with, which is not a fair word, but put up with at an in-person meeting because, as you know, people's attention spans are much shorter on Zoom. Uh, there's a chat box on most virtual platforms. You need to watch out and make sure that the debate is not happening in the chat box. Why? Well, because debate's supposed to happen out loud where everybody hears it. Megan might be watching this. I might be on my telephone, and I don't know, this whole conversation is going on about the proposal. And so the chat box is great for getting technical help or maybe asking questions, but you really shouldn't let there be a shadow debate. And so there are issues that you have to take into account. And we we do have some articles just on our uh law firm website about what different things should you be thinking about in a virtual meeting. And I also cover that in a chapter in in both of the most recent books I've written on on meeting procedure.
SPEAKER_00Interesting. Okay,
so to that end, I want to to give you some time here because I'm sure there are people who want to know more, right? There I think there's probably a lot of questions that people have around this. If someone has questions or wants to learn more or wants to check out the resources that you just mentioned, tell us a little bit about the work that you guys do at Law Firm Carolinas and how somebody can connect with you guys to learn more about this or get their questions answered or find those resources.
SPEAKER_01Happy to do it. There are actually two websites I can give you. Our law firm is www.lawfirm Carolinas, so just lawfirmandcarolinas.com. And we have many articles on parliamentary procedure on our website. Even prior to this law firm coming around 26 years ago, I already had a website at uh gymslaughter.com. So it's just my name, J-I-M-S-L-A-U-G-H-T-E-R dot com. And there's there's more free, it's all free. There's more information on parliamentary procedure at gymslaughter.com than than anywhere else that you could find. Uh, there are lots of charts on Roberts and on other parliamentary manuals that people regularly use. There are hundreds of articles. There are links to the national parliamentary organizations that train and certify parliamentarians. So if you can want it, if you want it, you can probably find it at one of those two sites.
SPEAKER_00Excellent. So as we move to wrap up today, the 2026 here on the podcast has been dubbed the year of learning. And so I'm curious what book you would recommend either I'm assuming Roberts would be on would be high on the list, but maybe there's another one. What book would you recommend everyone put on their to read list, either professionally or personally, a book that's really impacted you?
SPEAKER_01Keeping with our theme, Megan, I'm gonna bifurcate this. And that's because if Roberts is your parliamentary authority, if it's in your bylaws, if it's the book your organization follows, you need to have a copy of it because that's your book or whatever other book might be your parliamentary authority. I don't know that I would say jump into Roberts first because at 714 pages, it's not really a novel. You don't start on page one and go to page 714. It's more of an encyclopedia that you look things up in and then you put back down. It may sound like I'm being self-serving. I'm not. Uh my my two most recent books, I do not make money off the sales of my books, so I'm happy to halt them for just a moment. Uh, the Robert's Rules of Order Fast Track is just a uh quick, easy, go-to guide. It's much shorter, and it's basically what you need to know about procedure to survive a board of directors meeting. Uh it was a hot new release, and it's an editor's pick by publishers weekly. And the other book, which is uh notes and comments on Robert's Rules fifth edition, it's a QA on the motions in Roberts, and it's also an editor's pick by Publishers Weekly, and it was uh given the Pfeiffer Award by the National Communications Association. So I'm hoping they're they're not garbage. They seem to have uh information that that is useful, and I've tried to put it in one place for people to find.
SPEAKER_00Yeah, that's great. Give us those titles again, and I I presume we can find them on Amazon.
SPEAKER_01You can find them there or just any retailer. Uh but one is uh Robert's Rules of Order Fast Track, and that's focused particularly on smaller groups and just what do you need to know to have a meeting tomorrow night. And then there's notes and comments on Robert's Rules, fifth edition, and it's a QA on the motions you're more likely to see at a large or an annual meeting.
SPEAKER_00So good. Jim, I really, really appreciate this. This is a different take than we normally have on the podcast, but I think it's so important since we do again have so many board members who listen to the podcast who are trying to help their organizations grow, and I'm I know this is going to be super helpful to them. So thank you so much for sharing your wisdom and being willing to uh to join me today.
SPEAKER_01Thank you for having me.
SPEAKER_00It's my pleasure. This has been another episode of the Nonprofit Hub Radio podcast. I'm your host, Megan Speer, and we'll see you next time.