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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
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