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  1. This is an EXTREMELY complicated situation with multiple tangents in which I hope some parliamentarians can help me sort out some answers to. I apologize in advance for the lengthy post, but I included citations from our Policy and Procedure Manual as well as RONR. Nothing relevant to the following in our bylaws except for board term limits. Recently our board announced term limits only for specific standing committees. The term limits announced for the committees were for up to 2 consecutive 3 year terms with 3 years off in between. There is nothing in our bylaws or PPM about term limits for committees. Our directors serve up to 2 consecutive 2 year terms which is in our bylaws. They announced that these committee term limits were retroactive (which I know can be done) and would gut these committees. Prior to the announcement the board also called specific chairs and told them to resign or face public humiliation. In the announcement, they named the specific people they had called and announced all their resignations even though only one had resigned at the time of the announcement. It is important to note, that no formal reviews were done except one for one committee, nor any dereliction of duty was implied for any. In addition, only specific people are being forced to leave while others who would also be ineligible (due to retroactive term limits) are allowed to stay. Also of importance was that the board cited getting new people and fresh ideas into the committees as the reason for the change. However, in many of the committees (including the multiple chairs who were asked to resign) had open positions for years in which the board had not filled. To add insult to injury, our club allows members to come to every teleconferance board meeting but we were not notified of any meetings in which this was discussed. “Club members may listen in on teleconference Board meetings if they notify the Recording Secretary of their desire to do so at least two weeks prior to a regularly scheduled meeting. To encourage member call-in to Board meetings, in 2017 the Board decided to waive the previous member charge to cover conference call fees.” (PPM 16) These procedures were discussed (unbeknownst to membership) in two secret board meetings and not reported in minutes even though expressly written in our PPM. “Any business conducted outside of actual Board meetings (i.e., phone polling or mail polling of the Board) must be sent to the Recording Secretary (or designee) and be reported in full in the minutes, including exactly which Directors were given the opportunity to vote and what the votes cast were, and that any business involving committees resulting in any changes also be reported. Meeting minutes shall be posted to the PWDCA website. “ (PPM 13).Even if they claimed Executive Session (which it clearly was not) our PPM states in regard to executive session. “ Executive Session discussion is confidential and shall not be reported in the regular Board meeting minutes. “Any actions decided during Executive Session. Any specific actions resulting from discussions during Executive Session (e.g., committee changes, disciplinary actions, approval of new Associate or Voting members) shall be taken outside of Executive Session and duly reported in the regular Board minutes.” (PPM 18) The minutes from these secret meetings have never been posted to the membership, even though the board is required to. “Meeting minutes shall be circulated to all Board members within 1 week of the board meeting including the annual meeting. The board then has 1 week to review and approve the minutes. After board approval of the minutes, the minutes shall become effective upon circulation by the Recording Secretary within 2 days after the Board’s approval. After approval, meeting minutes will be posted to the PWDCA website with an email to the members about the posting.”(PPM 16) To this date, we have never received any minutes. Not only are the members upset about the lack of transparency, they view this as board overreach in that they retain the right of the decision concerning the treatment of its minority members and that is a bylaw issue citing RONR 1:6 (c) “The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval-implying assumption of responsibility for the act-must be registered by more than half of the members present and voting on the particular matte, in a regular or properly called meeting of the body ( see also 44:1-2) Modification of the foregoing principal that impose a requirement of more than a majority vote arise{ (a) where required by law; (b) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership." AND “50.7 Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration.” Our club has never had term limits for committees. In its’ 51 year history (customs) we have never had term limits for any standing committee save one time fairly recently. That one time they imposed term limits on the Finance committee, however it was quickly overturned by the next board for minority member rights issues. Board minutes 2/2020 “Finance Committee term limits – There being no term limits for any other committee and per the recommendation from the Finance Committee Chair, ****** moved to remove term limits for the finance committee. ***** seconded. All approved.” This further emphasizes the fact that out club committees never had term limits. There is no mention of committee term limits in our lengthy 89 page PPM either. Now fast forward We have an upcoming board meeting which is the first (announced) one since the announcement. Two separate members filed items for our board to address one was a question for discussion asking for time for members to voice their opinions as well as query the board to the subject discussed above, and the other was a formal motion to rescind. I believe the actual motion reads “Move to rescind committee term limits and affiliated actions.”. Members are allowed to make motions and have questions brought up at meetings provided they were submitted prior to the deadline (which they were). Under our standing rules and rules of order (our PPM) it clearly states “Club members who submit motions or questions to the Board prior to the agenda deadline (two weeks before a scheduled meeting) will have their motions/questions added to the agendas of regularly scheduled Board meetings. Letters sent/addressed to the Recording Secretary (or any other officer) by Club members may be accepted as official business for the Club records and agenda(s) if sent by either e-mail, facsimile, U.S. mails, overnight servers (e.g., Federal Express, UPS, etc.), or by personal delivery.” Questions 1. Since this is a board meeting and not a club meeting, how would this motion by a member be handled? Does it need to be seconded by a board member? Does it open up debate like it would in a club meeting? Who gets to vote on it? Does it require a vote? 2. Are there any other RONR citations that would help the members to stop this action? 3. The membership contends this is a minority rights issue and falls under their purview as it only targets specific individuals and specific standing committees. . Is this true? 4. Does this action belong in the bylaws? This action has upset the membership as a whole- our president quit, whole committees quit, the members are upset beyond words-we have close to a quorum attending the upcoming board meeting (unheard of) even though we only had days to respond and submit requests. Clearly our club has had some problems with boards in the past, which is why all the standing rules and rules of order giving members transparency are in our PPM. To be fair, the membership is not completely against instituting some type of term limits via a bylaw amendment, what they oppose is the deceptive and punitive announcement that disrupted the whole club in a manner which bypassed membership rights. Any help, insight, opinions would be greatly appreciated. Thank you in advance for any of your thoughts. Best, Mary
  2. In our club we have currently have 4 types of memberships which I will list below with their descriptions. I will also add the meeting section below that in case it will help answer the question My question is, do associate and breeder sponsored membership retain the right to attend meetings? Clearly they do not have the right to vote, but are they allowed to attend and possibly be heard? Would love to hear answers as I cannot find in the RONR where this is addressed except for a blurb about making distinctions in bylaws. Would appreciate any and all thoughts on this. Thanks in advance. SECTION I. Eligibility. There shall be four types of membership open to all friends of the breed, 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of PWDCGC: Single, Family, Associate, and Breeder-Sponsored membership. Membership – That Membership as described in SECTION III of this ARTICLE. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of pet owners, exhibitors, and breeders in the greater Chicagoland area. SECTION II. Dues. Membership dues shall not exceed $50.00 per year, payable on or before the 1st day of June each year. The Board of Directors may adopt such dues policies for purposes of partial year membership and reduced dues from membership as it deems appropriate, but not to exceed the maximum amount herein specified. No member may vote whose dues are not paid for a current year. During the month of April, the Treasurer, or designee, shall send to each member a statement of dues for the ensuing year. SECTION III. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and shall provide that the applicant agrees to abide by the Constitution and By-laws of the Portuguese Water Dog Club of Greater Chicagoland, and the rules of the American Kennel Club and the Portuguese Water Dog Club of America, Inc. The application shall state the name, address, and interests of applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective members shall submit dues payment for the current year.All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the club following its receipt. At the next Club meeting, the application will be voted upon. The affirmative votes of 2/3 of the membership present and voting at that meeting shall be required to elect the applicant.  Single membership with all rights, privileges, and responsibilities has one vote at PWDCGC meetings; member must be present to vote.  Family membership with all rights, privileges, and responsibilities has up to two votes at PWDCGC meetings; member(s) must be present to vote.  Associate membership will receive Shorelines and be able to attend Club sponsored events, but will not have voting rights and will not be able to hold office.  Breeder Sponsored membership will be for the balance of the current membership year. Breeder Sponsored membership will receive the Shorelines and be able to attend Club sponsored events, but will not have voting rights and will not be able to hold office. Applicants for membership who have been rejected by the Club may not re-apply within six months after such rejection. SECTION I. Club Meetings. The Club shall have three general meetings during the year. The meeting in the 4th quarter shall be for the purpose of Election of Officers and Directors. This meeting shall be held during the month of October. This meeting shall be held within the greater Chicago area at such hour and place designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be no less than 20% of the voting members in good standing. SECTION II. Special Club Meetings. Special Club meetings may be called by the President, or by a vote of the members of the Board of Directors who are present and voting at any regular or special meeting of the Board. Such Special Meetings shall be held within the greater Chicago area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meeting shall be mailed by the Secretary at least 5 days and not more than 15 days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be no less than 20% of the voting memberships in good standing. SECTION III. Board Meetings. Meetings of the Board of Directors shall be held quarterly or more frequently within the greater Chicago area at such hour and place as may be designated by the Board. Meetings may not be held by telephone or fax. Board of Directors meetings may conduct meetings via videoconferencing and teleconferencing. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board. SECTION IV. Special Board Meetings. Special meetings of the Board may be called by the President; or may be called by the Secretary upon receipt of written request signed by at least three members of the Board. Such special meetings shall be held within the greater Chicago area at such place, date and hour as may be designated by the person authorized to call such meeting. Written notice of such meeting shall be mailed or emailed by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such meeting shall be a majority of the Board. SECTION V. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to vote at any meeting of the Club at which they are present as per the membership paid (either single or family, as stated in ARTICLE I SECTION III). Proxy voting will not be permitted at any Club meeting or election.
  3. Several years back, allegheny county (pa) enacted clean air laws for bars, restaurants and clubs. Certain establishments were eligible for exemption from this, however paperwork had to be filed with the county indicating intent. Our club members chose to remain smoking, the board voted and the paperwork was filed. The current board has decided to overturn this decision to the dismay of many regular members. Is this allowed? Can one board overturn another boards decision? One which will surely effect the club financially? Several members have already indicated they will not come down anymore and will be asking for a refund of their dues? The members have started a petition, to which some of the board said is illegal? Can this be right? Please...any help with this would be greatly appreciated!
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