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Does our board have to be present


Guest Robert Dingus

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Guest Robert Dingus

Here is the relevant excerpt from out Constitution, if i read this right, under the bold red and underlined.

it does not specifically say the board is present, or a required part only the Association Assembled.

Can the Association, by notifying every member by Mail, 10 days prior to the meeting have and conduct business, if no Board is present (or they don't show up)

ARTICLE III — ASSOCIATION MEMBERSHIP AND VOTING PRIVILEGES

Section A. Membership

Membership in the Association shall be comprised of persons who have reached the age of eighteen, who

have subscribed to the purposes and objectives of the Association and agreed to abide by its rules and

regulations and who own a cottage on the Camp Ground and hold a current property lease.

Section B. Voting Privileges

Voting privileges shall be limited to Association members and shall be based on the following restrictions:

l. Only registered members present at a properly called meeting may vote.

2. Only members with non-delinquent Association accounts may register to vote.

3. Only one member named on the lease may register to vote.

4. No member may register to vote more than once.

ARTICLE IV — ASSOCIATION OFFICERS AND MEETINGS

Section A. Officers

The officers of the Board of Trustees, as hereinafter defined, shall serve as the officers of the Association.

Section B. Meetings

All meetings shall be held at the Camp Ground and all members shall be given written notice of all Association meetings at least ten days in advance of the meeting date except that a thirty-day notice is required for the Annual Meeting and for the purpose of amending the Constitution. 

Special Association meetings may be called by the Board of Trustees and shall be called by the Board at the written request of 30 voting members. The purpose of the meetings shall be stated in the call.

 

The Annual Meeting notice and information packet shall be distributed by first class mail or by personal handling.

 

 Notice of all other Association meetings requiring registration and voting shall be sent first class mail. Notice is computed by counting all calendar days including the day of the mailing but excluding the day of the meeting.

 

Notice of informal non-voting Association meetings may be given in the monthly Camp Ground Newsletter provided the ten-day requirement is met. 

 

The minutes of all meetings shall be provided to the Association members in the same manner as the call of the meetings.

The Annual Meeting shall be held on a Saturday during the months of July or August, the date and time to

be determined by the Board

.

Due notice having been given, 45 registered voting members present at any properly called meeting shall constitute a quorum and voting privileges shall be in accordance with Article III, Section B, above.

 

July 30, 2Oll 2 of7

The Association, in meeting assembled:

~

l. shall elect members to the Board of Trustees as hereinafter provided;

2. shall receive the annual reports of the Board, the General Manager, the Endowment/Long Range

Planning Committee, special committees, and all other reports laid before the meeting;

3. may require of the Board any reports or accountings as is determined usefiil;

4. may give the Board general policy directives;

5. shall hear and act upon proposed assessments, proposed changes in the Lease Agreement, or in the

lease fees;

6. shall approve/disapprove any long—term capital indebtedness upon the Association;

7. shall hear and act upon proposed amendments of the Constitution, and of the Rules and Regulations;

and

8. shall hear and act upon any other business that may lawfully arise.

 

 

Thank You Robert

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A chair and a secretary must be present; these officers are usually the same for both the assembly and the board.  The president is usually the chair; if he is not present, then the VP should chair the meeting.  If the secretary is not present, then a secretary-pro-tem should be appointed or elected.
 

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Agreeing with Mr. Transpower, note that the board, as such, has no role in a membership meeting unless otherwise provided in the bylaws.  The only mention of the board in reference to meetings above is in the power to call special meetings, and an obligation to do so on the call of 30 members.  

Therefore, not only need not the board be present, but it may not be present as a board.

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Quote

***
> All meetings shall be held at the Camp Ground and all members
> shall be given written notice of all Association meetings at
> least ten days in advance of the meeting date
> -- except that --
> a thirty-day notice is required for the Annual Meeting and for
> the purpose of amending the Constitution.
[...]
> Due notice having been given, 45 registered voting members present
> at any properly called meeting shall constitute a quorum and voting
> privileges shall be in accordance with Article III, Section B, above.
[...]
> The Association, in meeting assembled:
[...]
> 7. shall hear and act upon proposed amendments of the Constitution,
> and of the Rules and Regulations;

***

 

> Q. Can the Association, by notifying every member by Mail,
> 10 days prior to the meeting have and conduct business,
> if no Board is present (or they don't show up)?

***

I reply.

"Of course, the association may conduct business without its board being present" -- (given 45 members show up to satisfy the quorum requirement).

You have cited nothing about the need for anyone -- other than a quorum's worth of members -- being present.

All the officers may miss the annual meeting, and no rule will have been violated.

Q. What makes you think your board's presence is a requirement?

 

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Potzbie, you nailed it exactly, our board implies that we the association do not exist without them leading and guiding us idiots (LOL here)

the board has been using the assumption we are not smart enough to understand our constitution and bylaws, and can do what they want because they are in charge.

 i am new to this society so i am learning it now, by sheer will to understand and have a clear picture of the rules.

they have buffaloed the masses into believing, we have to have them like a mommy and daddy.

I am in my efforts with other like minded peoples, are educating one another on the truth of what we can and cannot do.

its a tough place as we have 230 registered / voting members and its hard to get 80 to show up for the annual meeting once a year. (this is the only planned meeting all year long, and we cannot do business only one time a year, nothing ever gets fixed or accomplished)

Just getting the truth out there, we have been told too many lies / half truths and other nonsense we are done buying the tainted beef so to speak.

Robert Dingus 

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I think potzbie is quite correct that the board as such is not present at the Annual General Meeting, although the board's members might be in attendance as individual members of the society, and the presiding and recording officers are often the same in both bodies.

But as I understand it, the question is about calling a Special Meeting, and whether a self-appointed committee of requisite size can actually call such a meeting without going through the board.  It's clear that the intent of the bylaws is to give any 30 members the power to demand that such a meeting be called, and in response to such a demand, the board must call the meeting, regardless of how much they may oppose the idea. 

But what happens if the board refuses to carry out that duty?  I have no doubt that this is serious enough to provide grounds to remove any or all of them from office for non-feasance, but the question is, does that group of 30 members then have the right to bypass the board and call the meeting themselves?

It is a situation analogous to the right of a member to put a question from his place on the floor in the face of a hostile chair who refuses to perform his duty.  It does not seem to be much of a stretch to extrapolate that individual right to the right of the group of 30.

Personally, I think they should be allowed to call the meeting, but I don't see any explicit support for this point of view in RONR.

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I agree with all of the previous posts by our members, but would point out that I don't see Guest Robert's question as being about what to do if the board refuses to call a meeting, but, rather, if the meeting can be held without the board, sitting as a board, being present.  As others have already said, although the board members might be present by virtue of being members of the association, they are not there in their capacity as board members.  Except for the president and secretary,  they are there as ordinary members just like everybody else.

The point that Gary Novielski  raised about the board refusing to call a special meeting does come up here from time to time, though, and I agree that RONR does not give any guidance as to what to do if a board (or the secretary) refuses to call a meeting as required by the bylaws.  May organizations specify in their bylaws that it is the secretary, rather than the board, who is to issue the call of a special meeting when requested to do so by the requisite number of members.  But, even then, we have seen instances where the secretary refuses to do so.  Thank goodness that doesn't happen often.... I hope.

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The original question was:

Quote

Can the Association, by notifying every member by Mail, 10 days prior to the meeting have and conduct business, if no Board is present (or they don't show up)

We all agree that the presence or absence of board members is irrelevant and will not affect the answer. In fact the Board per se would not be "present" even if all its members were there, since general meetings are not board meetings, and the board is not in session..

So the first part of the question effectively asks if the Association can issue a call for a special meeting at all, and that seems to me to be a problem.  According to the bylaws quoted, special meetings must be called by the board (and the time and place of the AGM is also set by the board).  RONR is clear that special meetings can be called only according to the methods specified in the bylaws.  So I don't find justification for saying that the Association can call special meetings when there's nothing in the quoted section that suggests it can.  Indeed, if the Association could call a meeting of the Association, it would have to decide to do so at a meeting of the Association, which is something of a Catch-22. 

Of course if the Association were meeting, it could create an adjourned meeting without violating the rules for special meetings.

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Gary, did you overlook this provision about special meetings in the bylaws:  " Special Association meetings may be called by the Board of Trustees and shall be called by the Board at the written request of 30 voting members. The purpose of the meetings shall be stated in the call. "

Perhaps we are getting into semantics regarding who can call a special meeting.  I agree that only the board can officially issue the call for the meeting, but the bylaws require that the board do so upon the written request of 30 voting members.  But, that leads us to the question of what happens if the board refuses to call the special meeting as requested by the members. 

Perhaps the real question here is not whether the board members show up for the meeting, but whether they actually follow the bylaws and call the special meeting when requested to do so by 30 members.

Guest Robert, can you help us out here and clarify the situation?

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On 3/19/2016 at 4:22 AM, Richard Brown said:

Gary, did you overlook this provision about special meetings in the bylaws:  " Special Association meetings may be called by the Board of Trustees and shall be called by the Board at the written request of 30 voting members. The purpose of the meetings shall be stated in the call. "

Perhaps we are getting into semantics regarding who can call a special meeting.  I agree that only the board can officially issue the call for the meeting, but the bylaws require that the board do so upon the written request of 30 voting members.  But, that leads us to the question of what happens if the board refuses to call the special meeting as requested by the members. 

Perhaps the real question here is not whether the board members show up for the meeting, but whether they actually follow the bylaws and call the special meeting when requested to do so by 30 members.

Guest Robert, can you help us out here and clarify the situation?

I wrote about that provision earlier.  Yes, the board shall, but I presumed that the board had not, since the OP seemed to be asking about whether the membership itself could call a meeting.

This is a weakness in some bylaws (not pointing at this particular case) where it is the membership wishes to overrule the board for doing something wrong, but the board, not particularly averse to doing things wrong, compounds the problem by failing to call a meeting when the bylaws say that they shall.  

A better way, I think, is to leave the board out of it, and say instead that the demand (I would not call it a request) should should be delivered to the secretary, who shall issue the call. The secretary may disagree but, bearing the sole responsibility, might be more likely to obey the rules, and no board meeting, motion, or vote, would be required, reducing the opportunity for stalling.

I don't think I've ever seen bylaws that allowed the group of members to issue the call directly, but that might be another option.   

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For Clarification purposes, we requested / demanded another Association called meeting, so we could continue the debacle of our Feb 20, 2016 meeting.

this go around we had 54 Signatures on the request February 26, 2016, and also re-included all of the previous motion, and some new ones to the mix. so we can get our organization back on track.

This request in writing was hand delivered to the Front office (drop point for communications). instead of a call for meeting being sent out, the board took our call, and compiled a questionnaire from the motions, and then pre-answered the questions in the motions, instead of issuing the call.

we as of today still do not have an Association called meeting scheduled or in the works.

as a side note, if the board puts out a Town Hall call, (not by u.s. mail) but by Email news letter, we are forbidden to conduct business (no motions, nothing gets fixed)

this is the rumor we are hearing right now.

There is a board meeting tonight, and i have been encouraging all Members show up to this, to give support to our position we want this meeting.

standing room only if we can pull it off.

 

Robert Dingus.

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The board is apparently deluded as to the meaning of shall.  If your bylaws provide that upon the request of some number of members the board shall call a special meeting, they have no other option but to call the meeting.  A town hall, coffee klatch, ice-cream social, or sock hop simply will not do.  Only a special meeting will do, and the call of the meeting must contain a faithful description of the business to be considered, as supplied by those demanding the meeting.

Willful failure to obey the bylaws in this way is, in my view, clearly sufficient grounds for removal from office. 

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Gary, thank you that is our consensus as well, we had a packed house last night at the Board meeting, we have our date now, we have one board member that is trying to fight against the grain, and follow the constitution to the letter, she is in the camp of the Association members and wants things done right.

when we got to Old Business she brought that to the attention of the Board as it was a standing request / demand and shall be done.

we got to see the other 6 members of the board roll their eyes, in silent protest but we had unanimous vote for the meeting, the board realizing we were not going to let it drop

thank you all for your support and guidance.

Robert Dingus 

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2 hours ago, Robert Dingus said:

we had a packed house last night at the Board meeting, we have our date now . . . .

we got to see the other 6 members of the board roll their eyes, in silent protest but we had unanimous vote for the meeting, the board realizing we were not going to let it drop

thank you all for your support and guidance.

Terrific!  I'm glad it worked out for you!  Power to the people!    Now, when it's time for elections, the membership should perhaps be reminded of who those board members were who did not support the membership in the demand for a special meeting.  And consider amending your bylaws to provide that the secretary, rather than the board, shall issue the call for a special meeting when requested to do so by the membership.  Then, you have one person who is responsible for doing it and who can be held accountable if he fails to do so.  btw, I suggest that the request/demand for a special meeting by the membership should specify the date, time and place for the meeting.  Don't leave those details up to the secretary or you may find your meeting being set months down the road and at a time and place inconvenient for the members.

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16 hours ago, Robert Dingus said:

Gary, thank you that is our consensus as well, we had a packed house last night at the Board meeting, we have our date now, we have one board member that is trying to fight against the grain, and follow the constitution to the letter, she is in the camp of the Association members and wants things done right.

when we got to Old Business she brought that to the attention of the Board as it was a standing request / demand and shall be done.

we got to see the other 6 members of the board roll their eyes, in silent protest but we had unanimous vote for the meeting, the board realizing we were not going to let it drop

thank you all for your support and guidance.

Robert Dingus 

That's a gratifying result.  I'm glad we were able to help.

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