Robert’s Rules of Order for Canadian Boards: Quick Reference Guide

Robert’s Rules of Order is the most widely adopted parliamentary procedure manual in North America, used by Canadian boards of directors, not-for-profit organizations, condominium corporations, credit unions, and municipal councils. Now in its 12th Edition (2020), it provides the procedural backbone for fair and efficient meetings.

However, Canadian governance has unique parliamentary traditions. Many public-sector and legislative bodies in Canada use Bourinot’s Rules of Order, and several provincial acts impose specific procedural requirements that override Robert’s Rules. This guide covers both frameworks to help Canadian board leaders run effective meetings.

Robert’s Rules vs. Bourinot’s Rules: Which Does Your Canadian Board Use?

Recommendation: Unless your organization’s bylaws explicitly adopt Bourinot’s Rules or another manual, Robert’s Rules of Order (12th Edition) is the default standard for Canadian boards. The key is to specify your procedural authority in your bylaws.

The 6 Core Principles

1. The rights of the majority prevail — decisions are made by majority vote
2. The rights of the minority are protected — dissent is recorded and respected
3. Every member has equal rights — one director, one vote
4. Quorum must be present — no business without the required minimum number
5. Full and free debate is guaranteed — on every debatable motion
6. Only one question at a time — the assembly focuses on one matter

Standard Meeting Agenda Order for Canadian Boards

Types of Motions: Quick Reference Chart

Conflict of Interest: A Canadian-Specific Requirement

Unlike in many U.S. jurisdictions where conflict-of-interest policies are voluntary, Canadian law mandates conflict-of-interest disclosure at board meetings:

• CBCA s.120: A director or officer who has a material interest in a contract or transaction must disclose it at the earliest opportunity — even if the matter has not yet come before the board
• CNCA s.141: Similar requirements for not-for-profit directors, with specific rules about when a conflicted director must leave the meeting
• The director must abstain from voting on any resolution approving the contract or transaction
• Failure to disclose can result in personal liability and the transaction being voidable

Voting Methods Under Robert’s Rules

Tips for Canadian Board Chairs

• Always confirm quorum and residency at the start — verify both the numerical quorum and the Canadian residency requirement (CBCA boards)
• Call for conflict-of-interest disclosures early — this is a legal requirement, not a courtesy. Add it as a standing agenda item after quorum establishment
• Schedule in camera sessions — Canadian governance best practice calls for a regular in camera session at every board meeting where independent directors meet without management
• Use bilingual procedures when required — boards governed by federal statute or operating in Quebec may need to conduct proceedings in both official languages
• Record abstentions explicitly — Canadian courts have held directors liable for not dissenting from decisions they disagreed with; formal abstention is not the same as dissent under the CBCA
• Maintain a proper minute book — the CNCA requires corporations to keep minutes of all director meetings at the registered office, available for inspection

Frequently Asked Questions

Are Canadian boards required to follow Robert’s Rules of Order?

No. There is no Canadian law that requires boards to use Robert’s Rules. However, your organization’s bylaws should specify which parliamentary authority governs meetings. If no authority is specified, Robert’s Rules of Order (12th Edition) is the most widely accepted default in Canada.

What is Bourinot’s Rules and should Canadian boards use it?

Bourinot’s Rules of Order was a Canadian parliamentary procedure manual written in 1894, based on the rules of the Canadian House of Commons. It is now out of print and has not been updated since 1963. While historically significant, Robert’s Rules is the recommended choice for modern Canadian boards due to its comprehensive 12th Edition update.

Can Canadian boards vote electronically?

Yes. Both the CNCA and CBCA permit electronic participation in board meetings, and votes cast electronically by directors who are participating via telephone or video are valid. The technology must allow all participants to communicate adequately with each other.

What is an in camera session and when should Canadian boards hold one?

An in camera session is a closed meeting of independent directors without management present. Canadian governance guidance from the Canadian Coalition for Good Governance (CCGG) recommends that boards hold an in camera session at every regularly scheduled board meeting. This gives directors an opportunity to discuss sensitive matters freely.