Jim Anderson

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About Jim Anderson

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    Gig Harbor, WA
  1. Our organization is struggling with a proposal to allow absent Board members to participate in Board meetings remotely, through electronic means. It has been suggested a test or trial run of allowing remote participation with the understanding the absent Board member would be allowed to participate in discussions and debate but not allowed to make motions or vote, prior to presentation to the membership in general, a bylaw amendment allowing such participation. My question: “Is it within Parliamentary Law guidance, for a Board member to participate in Board meetings via electronic methods with understanding he/she cannot make motions or vote but would be allowed to participate in meeting discussions and debate, when bylaws do not specifically allow for such participation?”
  2. Our organization’s Board of Trustees has mandated that the “bylaws committee” propose amendment to our bylaws allowing electronic participation in meetings of the Board. Up to this point the organization has resisted this form of participation however during the last BOT meeting, a Board member presented a motion to cause the bylaws committee to prepare and propose the allowance of this type of participation. The motion carried by a vote of all Board members present with the exception of one dissenting vote (the Chair). During debate on the motion, I (as bylaw committee chair) raised concern for electronic meetings due to a fact that the organization is small and has managed without the need of any sort of “electronic” participation and due to the fact, we are less than a month away from beginning the amendment proposal process (reading proposals), making it very difficult for the committee to prepare any proposed amendment particularly with respect to how participation would be controlled and what rules/processes would be required. The Board rebuttal to this was that the motion was to only require preparation of a very simple proposed bylaw amendment to allow electronic forms of participation and the process/rules for conducting meetings with this type of participation would be prepared following approval of the amendment by the organization’s membership (Board does not have bylaw amendment privileges, only the membership during a noticed meeting). The Board reasoning for forcing this issue seems to be 2-fold, 1) desire to bring the organization into the “electronic age” and 2) to entice “younger” members to become involved with governing the organization by running for office. Emphasis placed on item 2) because quite often, the younger member travels in business and as such may not be able to meet our bylaw requirement, Board members must not miss more than three (3) consecutive meetings in any given year (out of 10 total meetings each year). There was additional argument that retired members quite often spend winters in warmer climates and may also have difficulty meeting the bylaw requirement for attendance. Note: Our bylaws stipulate, proposed amendments are to be read to members present at a meeting prior to the meeting at which the proposal will be voted on and there is no limitation on who within the organization may present proposed amendments. My question: "Is it appropriate for our Board to make such a mandate of the committee without first laying out the rules and processes for allowing “electronic” participation in Board of Trustee meetings?"
  3. Thank you, all responders to my question. All in all, I agree, this issue is something our organization will need to interpret and answer. I really tend to agree with the comments from J.J. and Richard Brown. thank you all so much. Jim Anderson
  4. Unknown at this time however I assume the initial result will be to provide vital information concerning the attention of the Board. I believe any action to be taken, would need to occur at the next regularly scheduled meeting of the Board or a called special executive session meeting.
  5. The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting. Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?
  6. Question: Is it appropriate for a Board of Trustees to waive the membership dues for a specific member? Background: For at least 20 years, the member holding the committee position of "rental manager" has had their dues waived during their tenure as rental manager. The historical rationale for the dues being waived is due to the nature of this position being "on call" to show the building to prospective renters, meet with renters on the day of rental and inspect the facility following the rental. The rental manager position is unlike any other position in the organization (all volunteer) in that work performed by all other members (committees, officers etc.) can be performed at times of their calling and are not under an “on call” description. Our organization's bylaws state: (1) The government of the organization is vested in the Board of Trustees. (2) The Board of Trustees shall be responsible for the maintenance and operation of all facilities and conduct of all activities. (3) Dues shall be in an amount to be set from time to time by the Board of Trustees, however no increase in dues shall be effective until action by the Board of Trustees has been ratified by an affirmative vote of 2/3 of the members present at the next general meeting of the membership after 10 day notification of such action has been sent. (4) Member’s dues cover the organization's fiscal year (1 July to 30 June) and members of record will be billed full annual dues on 1 June each fiscal year. Again, my question: Would it be in line with the bylaw duties and responsibilities (noted in #1 and #2 above) for our organizations Board of Trustees to waive the membership dues for our “rental manager” given the outlined duties and responsibilities and the “historical background” noted above?
  7. negative statement

    I apologize for an error I made in the quoted motion made above. The corrected motion as actually stated at the meeting by the member: "I move that we do not allow donated items or products for sale at the Store" The intention was to create a policy if this motion was adopted (which if was). Does this corrected version still form a positive motion in your view?
  8. negative statement

    Our store, up to this point, does not sell consignment or donated products. The question came up due to a member wishing to place items he/she made in the store for sale with the understanding any proceeds would be donated to the organization. Mr. Godelfan is correct in what the outcome would have been if the motion failed. We simply would not have had such a policy and such items would be allowed.
  9. At a Board meeting of our organization, a member made the following motion: "I move to enact a policy that our store shall not sell consignment or donated products" After the meeting was completed and this motion passed, a member brought up that this motion formed a negative statement in the motion and therefore should not have been allowed without re-wording in the "positive". My question is: does this motion fit the description of a "negative statement" in this motion as described on page 104 under "The Framing of Main Motions" and should it have been avoided or reworded somehow in the "positive"?
  10. Thank you Mr. Martin for the clarification. My apologies for the circular form of my questions thereby creating confusion.
  11. Clarification please: Mr. Novosielski, in your last post you indicate the answer to my 3rd question is the same as #2 which is still no. The question #3 is slightly different from #2 in that it asks: If the V-P sitting in the "chair" position would have the right to enter into debate and vote on any resulting question? Whereas #2 asks if the President would need to step down to debate/vote. Thank you
  12. Thank you so much
  13. Thank you Mr. Novosielski. The excerpt I provided above is Article X of our bylaws and this is the only place in the bylaws describing amendments to them. Certain duties of the Board is described elsewhere in the bylaws such as: "The government of the organization is vested in the Board of Trustees" and "The Board of Trustees of the organization shall be responsible for the maintenance and operation of all organization activities. Various phases of this responsibility may be delegated to officers and committees, but this shall not relieve the Board of Trustees from the ultimate responsibility for these functions" I may be missing something however I don't see anything in the above that would give the Board authority for "discussion, refinement and approval before being presented to the membership" regarding amendments to our bylaws. I totally understand you folks cannot interpret our bylaws and my including excerpts above does not constitute my wish for you to do so. Your comments however are very welcome if you choose to voice them.
  14. Thank you all. In regard to my third question, I was simply attempting to obtain an answer as to whether the Vice-President if taking over the chair, could enter debate/discussion and vote on any motion presented by the President who stepped down from the chair position to make a motion, debate it and vote on the question. Keeping in mind that our Board has adopted the relaxed rules for a "small board". Perhaps this wording of my question would be better: "If the Vice President were to accept the chair position, would he have a right to enter into debate and vote on the report?