Robert's Rules of Order are not adopted by RegenHub, LCA, and nothing in the Bylaws adopts any parliamentary authority at all. What the Bylaws do supply is a quorum, a vote, a notice rule, a presumption of assent, and an order of business for membership meetings only. This page sets out what already governs, explains what Robert's Rules is for someone who has never used it, proposes it as a default worth adopting, and gives the motion the board would have to pass to make it so. It documents and proposes; it adopts nothing and governs nothing.
Robert's Rules of Order are not adopted by RegenHub, LCA. That is not a nuance. The Bylaws contain zero occurrences of the word Robert, zero occurrences of parliamentary, and zero occurrences of the phrase rules of order. No instrument of this cooperative adopts a parliamentary authority of any kind.
What the Bylaws do supply is narrower than people assume. §2.10, headed Order of Business, gives the presiding officer "the discretion to adopt and enforce formal governance procedures and rules" and then lists a twelve-step order of business as a guide. By its own terms §2.10 governs membership meetings: it opens "All membership meetings shall be presided upon in accordance with these Bylaws." There is no order of business for board meetings anywhere in the Bylaws. That is a gap, and this page is written into it.
So this page presents Robert's Rules as a proposed default: a useful book, worth adopting, with no current standing here. It proposes; it does not govern. Only the board can change that, and §9 below says how.
There is now an alternative drafted beside it. The Order of Proceeding sets out twelve rules evolved from this cooperative's own record rather than adopted from Robert, and argues that the two are not exclusive. It adopts nothing either.
Anyone who says "Robert's Rules requires X" at a RegenHub meeting is citing a book this cooperative has not adopted. That sentence has no force here. It happened once already: on 2026-08-14 several separate matters were combined into a single question, and Robert's Rules was invoked orally to justify the combining. That was recorded as a defect precisely because the Bylaws do not adopt Robert's Rules, so there was nothing to invoke. The cure recorded against it is to ratify the matters as separate motions at the next meeting, which leaves the operative date of the original act untouched.
Robert's Rules of Order is a handbook of meeting procedure, first published in 1876 by Henry Martyn Robert, an engineer officer who had chaired a meeting badly and could find no common rulebook to consult; the current edition is the twelfth. It is not law and it binds nobody by itself. It is a widely used default that a body adopts on purpose, and its whole purpose is to let a group decide things fairly and quickly: to protect the minority's right to be heard and the majority's right to act, in the same hour, without either one being able to run over the other.
Whatever a body adopts as a parliamentary authority, it yields to the Articles and the Bylaws. So the table below is the operative law of a RegenHub meeting today, with or without Robert. Read it first; treat §§4 through 8 as filling the silences it leaves.
| question | what the Bylaws say | section |
|---|---|---|
| board quorum | "a simple majority of all Directors". Seven seats are authorised and six Directors are in office, one seat vacant, so a simple majority is four either way. Unusually, if quorum is lost during a board meeting the meeting may proceed: note this, because it reverses the common expectation that business stops. | §3.13 |
| board vote | "a simple majority vote of those Directors present at a properly noticed meeting at which there is a quorum shall be the act of the Board", and "In the event of a stalemate, deadlock, or equality of votes, the vote shall fail." A tie is a defeat; there is no casting vote. | §3.13 |
| member quorum and vote | quorum is a simple majority of patron Members present in person or by permitted electronic means; each patron Member has one and only one vote; a matter carries on a simple majority of those present and entitled to vote. | §2.7.1 · §2.6.1 · §2.6.2 |
| proxies | permitted for Members, if the authorisation is in writing and signed by both the Member and the proxy; a Member who designates a proxy counts present for quorum. No provision anywhere permits a Director to vote by proxy. A director must be present, in person or under §3.12. This is a real difference from common practice and from what many boards assume. | §2.6.3 |
| cumulative voting | prohibited at any and all meetings of the Members. | §2.6.4 |
| board notice | prior written notice at least two days before any board meeting, except for regular places, dates, and times the Board has established. A special meeting's notice "need not contain a statement of purpose" and "Any and all business may be transacted" there. Appearance waives notice, unless a Director attends for the express purpose of objecting that the meeting was not lawfully called or convened. | §3.11 · §3.10 |
| electronic meetings | permitted through any means of communication if all Directors or committee members attending can communicate with each other during the meeting; such participation "shall constitute presence in person at the meeting." The finding that everyone could hear everyone belongs in the minute. | §3.12 |
| interested directors | no Director votes on a matter in which they hold a financial self-interest in any capacity other than as a Member, except as the conflicts article expressly permits. An interested Director still counts toward quorum. Note a citation defect: §3.13 points to "Article XVI", which is Distribution of Bylaws; the conflicts provisions are Article XVII, §17.1 and §17.2. | §3.13 · §17.1 · §17.2 |
| dissent and abstention | a Director is presumed to have assented to a board action unless they vote against it or abstain and cause the abstention to be recorded; have their dissent recorded in the minutes; object at the beginning of the meeting and do not later vote for the action; do not attend the meeting at which the vote is taken; or give notice of objection in writing to the Board chair within twenty-four hours. Note a defect: §3.16.5 names a "Board chair" office the Bylaws nowhere create. | §3.16 |
| action without a meeting | the Board may act without meeting only if all Directors agree, evidenced by written consents signed or emailed by all Directors, and the writing "must be filed with the minutes". Members may act without a meeting on the number of votes that would have carried the matter had all Members been present. | §3.15 · §2.8 |
| referendum | on the demand of at least two Directors, made at the same meeting at which the motion passed, any resolution approved by the Board is referred to the Members for ratification at the next annual or special membership meeting. | §3.14 |
For a membership meeting the Bylaws supply the list themselves. §2.10 offers it "as a guide insofar as is applicable and desirable", which is softer than a command but is what we have:
| step | §2.10, verbatim |
|---|---|
| (1) | Determination of quorum |
| (2) | Proof of proper notice of meeting |
| (3) | Review of agenda, and reading and disposition of minutes |
| (4) | Financial report |
| (5) | Report of Board by President or Vice President |
| (6) | Report of Secretary, Treasurer, or Secretary-Treasurer |
| (7) | Reports of committees, if any |
| (8) | Nominations for vacancies on the Board |
| (9) | Elections |
| (10) | Unfinished business |
| (11) | New business |
| (12) | Adjournment |
For a board meeting the Bylaws supply nothing at all. The following is therefore a proposal, offered by this page and adopted by nobody. It is deliberately shorter than §2.10, because a board meeting is not a membership meeting and half of §2.10 has no board equivalent.
(1) Call to order, with the time. (2) Quorum, counted by name and not by number. (3) Notice: how it was given, or the waiver relied on and its basis. (4) Disposition of the minutes of the prior meeting. (5) Reports: officers, then committees. (6) Unfinished business. (7) New business, each item its own motion. (8) Adjournment, with the time.
In plain language, a motion has a life and it runs in one direction. A member moves: "I move that the Board authorise the sublease." Another member seconds; without a second the motion dies where it stands, because one person alone does not get to consume the body's time. The chair then states the question, and this is the step people skip and should not: only after the chair states it does the motion belong to the body rather than to the mover, and from that moment the mover cannot withdraw it alone. Then debate, where the motion can be amended, referred, or postponed. Then the chair puts the question. Then the vote. Then the chair announces the result, and it is the announcement, not the counting, that fixes the act.
Now the discipline that matters most for us: one question at a time. A body decides one thing, then the next thing. Our own record shows the cost of ignoring it. On 2026-08-14 several separate matters were put as a single question: electing officers, establishing regular meetings, authorising the Secretary to execute a schedule, and recording that member ratification was not presently possible. Two harms follow, and neither is theoretical. First, a director who supported three of those and opposed the fourth had no way to say so; a combined question denies anyone the ability to vote yes to one and no to another, so it manufactures consent it did not earn. Second, the minute cannot afterwards say what was decided, because the vote attaches to a bundle rather than to an act, and a bundle cannot be cited. The recorded cure is to ratify the matters as separate motions at the next meeting.
| motion | what it does |
|---|---|
| main motion | puts a substantive proposal before the body; only one is open at a time. |
| second | one other member agrees the question is worth the body's time; it is not agreement with the motion. |
| amend | changes the wording of the motion before the body; the amendment is debated and voted first, then the motion as amended. |
| refer to committee | sends the question away for work and a report back, instead of deciding it badly tonight. |
| table / postpone | sets the question aside: tabling is meant to be temporary and interruptive, postponing names a later time. |
| call the question | moves to end debate and vote now; in Robert's practice it needs a two-thirds vote, because cutting off debate takes a right away from the minority. |
| point of order | a member states that the rules are being broken; the chair rules, and the body can appeal the ruling. |
| adjourn | ends the meeting; the time of adjournment goes in the minute. |
A voice vote is the fastest thing in the room and it preserves nothing: it produces a result and no evidence of who produced it. A show of hands is better and still anonymous in the minute. A roll call by name, where the chair reads each Director and the recorder writes aye, no, or abstain beside them, is slow and is the only method that leaves a record.
For this board the choice is not really a matter of taste, because §3.16 makes silence into assent. A Director who says nothing at a voice vote is recorded, by operation of the Bylaws, as having assented to the act. If anyone dissents or abstains, §3.16 effectively requires that it be captured by name in the minute, which a voice vote cannot do. The recommendation of this page is therefore plain: roll call by name for anything consequential, and voice votes reserved for the uncontested mechanics like approving an agenda or adjourning.
§4.5 puts the duty on the Secretary to attend all meetings of the Board and the Members, record all votes, and keep the minutes in one or more books kept for that purpose. Here is the working list.
| item | why it has to be there |
|---|---|
| date, time, and place, or the medium | with the §3.12 finding that all attending could communicate with each other, where the meeting was electronic. |
| how notice was given, or the waiver relied on | §3.11 waiver by appearance is a fact about the meeting and has to be stated, not assumed. |
| attendance by name | present and absent, both. A count cannot later tell anyone who was in the room, and §3.16 turns attendance into assent. |
| each motion in its own words | with its mover, its seconder, the vote, and the result. Its own words: a paraphrase cannot be cited back. |
| every dissent and abstention by name | this is the only thing that displaces the §3.16 presumption. |
| interested-director disclosure | the disclosure, the recusal from the vote, and the fact that the Director remained in the quorum count under §17.2, all by name. |
| disposition of the prior minutes | adopted, adopted as amended, or held over. An unadopted minute evidences nothing. |
| attachments | including any §3.15 written consent, which the Bylaws require to be filed with the minutes. |
| the recorder's signature and the adoption date | the date the body adopted the minute, which is a different date from the meeting. |
A minute that omits attendance and motions is a summary. A summary is a courtesy to people who were not there; it is not a record of an act.
Keep the three apart. A recording is evidence: it is what happened, and it can settle a dispute about what was said. A transcript of that recording has no standing of its own; it is a convenience, and nobody voted on it. Only the minute the body has adopted evidences an act of the body. So record freely, transcribe if it helps, and then write the minute anyway.
Adopting a parliamentary authority is an ordinary board act: a motion, made and seconded at a properly noticed meeting at which a quorum is present, carried by a simple majority of those present under §3.13, and recorded in the minute. Three things belong in the text of it. Name the edition, so that later readers know which book; name the silences it fills, so that it never displaces the Articles or the Bylaws; and say plainly that the Bylaws control in any conflict. Suggested text:
RESOLVED, that Robert's Rules of Order Newly Revised, twelfth edition, is adopted as the parliamentary authority of RegenHub, LCA, and shall govern the proceedings of the Board and of the Members in all cases to which it is applicable and in which it is not inconsistent with the Articles of Incorporation, these Bylaws, any special rule of order the Board may adopt, or the law of the State of Colorado; and RESOLVED FURTHER, that where the Articles or the Bylaws speak to a question of procedure, the Articles and the Bylaws control and this authority yields; and RESOLVED FURTHER, that the Secretary shall record this adoption in the minutes and shall note it in the order of business used at meetings of the Board.
Until such a motion passes, the position stated at the top of this page holds without qualification. This page is documentation. It proposes a default; it cannot adopt one, and neither can any officer acting alone.
RULES-OF-ORDER v1 · Rules of Order · documentation, adopts nothing · Robert's Rules are not adopted by this cooperative; this page proposes their adoption · Nou drafts; Todd decides; the board adopts · RegenHub, LCA · Boulder, Colorado · 2026-08-19