JaneH Posted March 31, 2016 at 12:55 AM Report Share Posted March 31, 2016 at 12:55 AM Our association has a very thin constitution and bylaws. The executive board was recently summoned to vote on extensive changes to an standing agreement. Official business occurred without the meeting called to order or a motion to vote among other bylaw infractions. A majority of the board was happy with the results and refuse to follow bylaws with the argument there is no language in the bylaws...However, bylaws state Robert's Rules of Order shall be the authority...Question 1... was the vote held valid? Question 2...what do you do when the board doesn't follow the bylaws? Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted March 31, 2016 at 03:21 AM Report Share Posted March 31, 2016 at 03:21 AM Q. What were the infractions? So far, you have mentioned trivial things which would not otherwise invalidate whatever business was transacted. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 31, 2016 at 06:09 PM Report Share Posted March 31, 2016 at 06:09 PM 17 hours ago, JaneH said: Question 1... was the vote held valid? We would need to know the nature of these "other bylaw infractions" to answer that. The facts presented so far would not invalidate the business conducted. 17 hours ago, JaneH said: Question 2...what do you do when the board doesn't follow the bylaws? If the violations are severe enough, the association might decide to get new board members. See FAQ #20. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted March 31, 2016 at 08:50 PM Report Share Posted March 31, 2016 at 08:50 PM 19 hours ago, JaneH said: A majority of the board was happy with the results and refuse to follow bylaws with the argument there is no language in the bylaws. This is one strong argument. (Dead silence is so hard to obey with any accuracy, you know!) Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 2, 2016 at 12:50 AM Report Share Posted April 2, 2016 at 12:50 AM If this was a board meeting, and a majority of the board was happy with the results, then RONR would probably call that a success, procedural fine-point violations notwithstanding. If you're seeking to have the business at the meeting declared null and void, you'll need to come up with some serious violations of somebody's rights, or something of that nature. Otherwise, it's no-harm-no-foul. A meeting clearly took place, so a failure to call it to order is not proper procedure, but the meeting happened. Once people start to debate a motion, the fact there was no second doesn't matter. Clearly they wanted to debate it, or they wouldn't have debated it. As my father was fond of saying, "There's a lot of truth in what actually happens." Tell us more about the violations you believe are truly serious, and we'll try to sort through them to see if that dog will hunt. Link to comment Share on other sites More sharing options...
JaneH Posted April 2, 2016 at 02:29 AM Author Report Share Posted April 2, 2016 at 02:29 AM As noted prior...Bylaws are thin regarding the voting procedures. Bylaws indicate all voting shall be secret ballot but it is referring to elections of Ex. Board. Nothing about voting on contract chafed via. MOA. The Bylaws state that the authority on all questions not covered in our bylaws shall be referred to Robert's Rules. The infraction? Ratification of a contract... Bylaws state "all members" shall be given 10 days to view proposed contract changes. Outcome: Only Ex. Board vote nothing to membership...voting via text and no debate or time for discussion. Roberts rules states 10 minutes and 2 times to speak. We do have this clause about holding a meeting...but we never received written request... Most boards meet once monthly. The sample bylaws in RONR (11th ed.), p. 586, ll. 34-36, p. 587, ll. 1-3, say: "Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Tuesday of each month from September to June, inclusive. Special meetings of the Board may be called the President and shall be called upon the written request of three members of the board." Link to comment Share on other sites More sharing options...
J. J. Posted April 2, 2016 at 02:52 PM Report Share Posted April 2, 2016 at 02:52 PM Do the bylaws say that the membership must approve contract changes? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 2, 2016 at 03:59 PM Report Share Posted April 2, 2016 at 03:59 PM It may well be that labor law says that a majority of members must approve contract changes. To find out, it would be necessary to consult with someone (i.e., an attorney) who is knowledgeable on such matters. If that is that case, it would supersede the rules in your bylaws and those in RONR. Link to comment Share on other sites More sharing options...
JaneH Posted April 2, 2016 at 04:44 PM Author Report Share Posted April 2, 2016 at 04:44 PM J.J., No there is no such language about bringing vote to membership on contractual changes. Since there is no such language I would believe we would need to refer to RR, pg 124, 25? Link to comment Share on other sites More sharing options...
jstackpo Posted April 2, 2016 at 05:33 PM Report Share Posted April 2, 2016 at 05:33 PM "No such language" where? Your bylaws? The applicable labor law? Could make a difference. Link to comment Share on other sites More sharing options...
JaneH Posted April 2, 2016 at 06:15 PM Author Report Share Posted April 2, 2016 at 06:15 PM No such language in our Bylaws regarding voting on contractual changes. I don't know anything about applicable labor law... Sorry for the lack of understanding....I am just looking to protect our members. Thank you for of the help and patiences. Link to comment Share on other sites More sharing options...
Josh Martin Posted April 4, 2016 at 06:54 PM Report Share Posted April 4, 2016 at 06:54 PM On April 2, 2016 at 9:29 PM, JaneH said: As noted prior...Bylaws are thin regarding the voting procedures. Bylaws indicate all voting shall be secret ballot but it is referring to elections of Ex. Board. Nothing about voting on contract chafed via. MOA. The Bylaws state that the authority on all questions not covered in our bylaws shall be referred to Robert's Rules. The infraction? Ratification of a contract... Bylaws state "all members" shall be given 10 days to view proposed contract changes. Outcome: Only Ex. Board vote nothing to membership...voting via text and no debate or time for discussion. Roberts rules states 10 minutes and 2 times to speak. Okay, now we have a couple of potentially quite serious issues here. Your bylaws provide that "all members" shall be given 10 days to view proposed contract changes. I think a strong case could be made that violating this rule violates the rights of absentees and, therefore, there is a continuing breach. The other issue is that it appears this vote was taken by text message without a meeting. Absentee voting is only permitted if authorized by your organization's bylaws. This would also be a continuing breach. On April 2, 2016 at 11:44 AM, JaneH said: J.J., No there is no such language about bringing vote to membership on contractual changes. Since there is no such language I would believe we would need to refer to RR, pg 124, 25? Those pages cover the motion to Ratify. This is used for (among other things) the membership approving actions by a subordinate board which that board lacked the authority to take. You'll need to review your bylaws and applicable law to determine whether the board has the power to adopt contracts or not. On April 2, 2016 at 1:15 PM, JaneH said: No such language in our Bylaws regarding voting on contractual changes. I don't know anything about applicable labor law... Sorry for the lack of understanding....I am just looking to protect our members. Well, I've given what advice I can, but since this involves a labor contract, and there are almost certainly applicable laws involved, I think you're ultimately going to need to talk a lawyer about this issue. Link to comment Share on other sites More sharing options...
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