Guest Marie

What is the proper procedure to call a meeting of the BOD, without the Executive director?

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We need to have an executive session without our executive director, to discuss a major situation with him. How do we properly call a meeting of the board without him?

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4 minutes ago, Guest Marie said:

We need to have an executive session without our executive director, to discuss a major situation with him. How do we properly call a meeting of the board without him?

If the executive director is a member of your board you cannot exclude him.  Otherwise, the board can simply agree by unanimous consent or a motion adopted by majority vote to exclude him.

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If the Executive Director is not a member of the Board, then the Executive Director is not obligated to receive notice of a meeting.  The President, or whoever can call a meeting, can call the meeting and simply only let the other Board members know.  And you can have a special meeting only if the By-laws permit - otherwise, the issue would have to be dealt with at a regular meeting.  And if the Executive Director is at that regular meeting, then you need to follow what George Mervosh stated above about unanimous consent or a motion to exclude the Executive Director.

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He is a member of the Board, but a non-voting member. We have a board of 10 voting members (Chair, Vice, treasure, Secretary, etc) Then 3 non voting members, ED, Head Coach and Rec directer. In our bylaws, we are allowed to call a special meeting, but it must be 21 days of advance notice given. This is too long to wait. There is a clause in our bylaws - 

5.11     Resolution in lieu of Meeting

 

 

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors

 

 

so with this, could we have an informal meeting, with only the voting members, and pass a resolution?

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8 minutes ago, Guest Marie said:

He is a member of the Board, but a non-voting member. We have a board of 10 voting members (Chair, Vice, treasure, Secretary, etc) Then 3 non voting members, ED, Head Coach and Rec directer. In our bylaws, we are allowed to call a special meeting, but it must be 21 days of advance notice given. This is too long to wait. There is a clause in our bylaws - 

5.11     Resolution in lieu of Meeting

 

 

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors

 

 

so with this, could we have an informal meeting, with only the voting members, and pass a resolution?

What you can do is validly adopt a resolution by putting it in writing and having it signed by all members of your board who are entitled to vote at meetings of your board. How you go about getting this done is entirely up to you.

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13 minutes ago, Daniel H. Honemann said:

What you can do is validly adopt a resolution by putting it in writing and having it signed by all members of your board who are entitled to vote at meetings of your board. How you go about getting this done is entirely up to you.

Thank you for saying this. I wanted to say it, but was reluctant to "go there".

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Perhaps we should add a caveat to the comments immediately above by Dan Honemann and myself to point out that this resolution cannot be used as a means of depriving the executive director of any rights he has pursuant to the bylaws or as a member.

 Forexample, if, by reason of being a non-voting member he has a right to attend all meetings and to be notified of all meetings, this resolution could not be used as a means of excluding him from a meeting. Likewise, it can not be used as a means of disciplining him unless your bylaws allow for discipline without notice.

It is ultimately up to your organization to interpret its own bylaws and whether non-voting members have a right to attend meetings. Although most of us on this forum seem to believe that the removal of one right of membership, such as the right to vote, does not affect the other rights such as the right to attend meetings, there are some who might disagree.

It is ultimately up to your organization to interpret its own bylaws.

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13 minutes ago, Richard Brown said:

Perhaps we should add a caveat to the comments immediately above by Dan Honemann and myself to point out that this resolution cannot be used as a means of depriving the executive director of any rights he has pursuant to the bylaws or as a member.

 Forexample, if, by reason of being a non-voting member he has a right to attend all meetings and to be notified of all meetings, this resolution could not be used as a means of excluding him from a meeting. Likewise, it can not be used as a means of disciplining him unless your bylaws allow for discipline without notice.

It is ultimately up to your organization to interpret its own bylaws and whether non-voting members have a right to attend meetings. Although most of us on this forum seem to believe that the removal of one right of membership, such as the right to vote, does not affect the other rights such as the right to attend meetings, there are some who might disagree.

It is ultimately up to your organization to interpret its own bylaws.

I'm inclined to agree with all of this, but the question asked was "could we have an informal meeting, with only the voting members, and pass a resolution?", and I think the answer to this is yes, you can, by putting the resolution in writing and having it signed, at this informal meeting, by all members of the board who are entitled to vote at meetings of the board. This informal meeting will not qualify as either a regular or special meeting of the board, but it doesn't need to be either one of these things.

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16 minutes ago, Richard Brown said:

Perhaps we should add a caveat to the comments immediately above by Dan Honemann and myself to point out that this resolution cannot be used as a means of depriving the executive director of any rights he has pursuant to the bylaws or as a member.

 Forexample, if, by reason of being a non-voting member he has a right to attend all meetings and to be notified of all meetings, this resolution could not be used as a means of excluding him from a meeting. Likewise, it can not be used as a means of disciplining him unless your bylaws allow for discipline without notice.

It is ultimately up to your organization to interpret its own bylaws and whether non-voting members have a right to attend meetings. Although most of us on this forum seem to believe that the removal of one right of membership, such as the right to vote, does not affect the other rights such as the right to attend meetings, there are some who might disagree.

It is ultimately up to your organization to interpret its own bylaws.

Do you think RONR's use of the term members on p. 95, line 32, means the definition on page 3, or does it also include the non-defined "non-voting member"?  The bylaws may indeed grant the right to a non-voting member to attend a meeting held in executive session, but I don't think RONR, alone, does so.

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I believe that holding a meeting in executive session, the Chair has the right to include or exclude anyone that they want, do they not? Basically my question is, we need to have a meeting, without ED present, to discuss said situation, how do we call this meeting? We cannot wait 21 days to call a special meeting, and if we do a regular board meeting this weekend, and go into executive session, asking ED to leave, we will be asking for trouble. Like big trouble.  We are not planning on handing down discipline without notice at this time, but to notify board members of said situation and discuss.

 

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4 minutes ago, Guest Marie said:

I believe that holding a meeting in executive session, the Chair has the right to include or exclude anyone that they want, do they not? Basically my question is, we need to have a meeting, without ED present, to discuss said situation, how do we call this meeting? We cannot wait 21 days to call a special meeting, and if we do a regular board meeting this weekend, and go into executive session, asking ED to leave, we will be asking for trouble. Like big trouble.  We are not planning on handing down discipline without notice at this time, but to notify board members of said situation and discuss.

Neither the chair nor the whole board can exclude a member who has a right to attend meetings.  Non members can be excluded but not members who have a right to attend.   I think that is ultimately up to your organization to decide, but I think it needs to be an all or nothing proposition.  Non voting members either do or do not have the right to attend meetings.  What do you think is the intent of the bylaws?   Why are these people made non voting members if they don't have the right to attend meetings?  Having the meeting in executive session, in my opinion, does not change anything unless specifically distinguished in the bylaws.  Such a provision would have to say, in essence (but not necessarily in these exact words!) that "Non voting members have the right to attend all meetings except when in executive session".

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40 minutes ago, George Mervosh said:

Do you think RONR's use of the term members on p. 95, line 32, means the definition on page 3, or does it also include the non-defined "non-voting member"?  The bylaws may indeed grant the right to a non-voting member to attend a meeting held in executive session, but I don't think RONR, alone, does so.

It is my opinion that a non-voting member, unless otherwise restricted by the bylaws, has all of the rights of membership except for the one right taken away, namely the right to vote.  I also believe that, based on how often this type question comes up on the forum, that perhaps the next edition of RONR could be clarified on that point.   It is a constant matter of disagreement on this forum, but I believe that the majority opinion is that a non voting member retains all of the rights of membership except the right to vote unless otherwise restricted in the bylaws.

Edited to add:  Otherwise, what would be the point of creating a class of non-voting members if they have no rights... not even the right to attend meetings or to speak?  I believe any restrictions of the rights of membership need to be spelled out in the bylaws.

Edited by Richard Brown
Added last paragraph

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With him being on the Board, it may be incredibly difficult to have any kind of meeting without him and would it be considered valid/legal.  But, if complaints are received by the Board do I not as the Chair or we as the Board, have the right to call a meeting and reprimand him? Do we actually have to have a meeting?

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43 minutes ago, Guest Marie said:

I believe that holding a meeting in executive session, the Chair has the right to include or exclude anyone that they want, do they not? Basically my question is, we need to have a meeting, without ED present, to discuss said situation, how do we call this meeting? We cannot wait 21 days to call a special meeting, and if we do a regular board meeting this weekend, and go into executive session, asking ED to leave, we will be asking for trouble. Like big trouble.  We are not planning on handing down discipline without notice at this time, but to notify board members of said situation and discuss.

Generally, meetings are for making decisions. If all you want to do is discuss, why couldn't you get together outside of a meeting?

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1 hour ago, George Mervosh said:

Do you think RONR's use of the term members on p. 95, line 32, means the definition on page 3, or does it also include the non-defined "non-voting member"?  The bylaws may indeed grant the right to a non-voting member to attend a meeting held in executive session, but I don't think RONR, alone, does so.

 

27 minutes ago, Richard Brown said:

It is my opinion that a non-voting member, unless otherwise restricted by the bylaws, has all of the rights of membership except for the one right taken away, namely the right to vote.  I also believe that, based on how often this type question comes up on the forum, that perhaps the next edition of RONR could be clarified on that point.   It is a constant matter of disagreement on this forum, but I believe that the majority opinion is that a non voting member retains all of the rights of membership except the right to vote unless otherwise restricted in the bylaws.

Edited to add:  Otherwise, what would be the point of creating a class of non-voting members if they have no rights... not even the right to attend meetings or to speak?  I believe any restrictions of the rights of membership need to be spelled out in the bylaws.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall."  (RONR, 11th ed., p. 95)

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. ... Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified."  (RONR, 11th ed. p. 3)

It seems to me that there is no getting around the fact that, as far as the rules in RONR are concerned, a person who does not have the right to vote is not a "member" within the meaning of the rule on page 95 which is quoted above.

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57 minutes ago, Guest Marie said:

I believe that holding a meeting in executive session, the Chair has the right to include or exclude anyone that they want, do they not?

 

47 minutes ago, Richard Brown said:

. . .  Having the meeting in executive session, in my opinion, does not change anything unless specifically distinguished in the bylaws.  Such a provision would have to say, in essence (but not necessarily in these exact words!) that "Non voting members have the right to attend all meetings except when in executive session"

 

15 minutes ago, Daniel H. Honemann said:

 

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall."  (RONR, 11th ed., p. 95)

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. ... Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified."  (RONR, 11th ed. p. 3) . . . .

Mr. Honemann, just to clarify one point:  Guest Marie seems to believe that if the meeting is held in executive session, the chair can exclude anyone he wants to.   My position is that it makes no difference whether the meeting is in executive session when it comes to whether a "non voting member" can be excluded.  He either can be excluded from meetings or he cannot.  Your post, with the reference from RONR about who can attend executive sessions, could be construed to mean that perhaps a member who has a right to attend regular meetings can be excluded from meetings in executive session.   Would you clarify that?

Guest Marie:  Do your bylaws say anything about the rights of these or any other non voting members of the society?  Is there any language about whether they have the right to attend meetings or that they have all  rights of membership except the right to vote?

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Guest Marie:  Do your bylaws say anything about the rights of these or any other non voting members of the society?  Is there any language about whether they have the right to attend meetings or that they have all  rights of membership except the right to vote?

There is nothing in the by-laws including or excluding any specific members in board meeting, except for board meetings we must reach a quorum of 70% of voting members to conduct business. 

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Another, perhaps difficult to accomplish, possibility:

Draw up a carefully worded motion/resolution that says what you want with respect to your ExecDir, then truck around the neighborhood (?) and get all your voting members to sign on (perhaps via e-mail although that may be a bit dicey with respect to "signed"), taking advantage of your bylaw provision:

"A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors".

You may have to iterate this process a time or two if some of your members don't like exactly what the resolution says and want changes. And don't forget, you need ALL the members to sign on to whatever the final version may be.

Good luck.

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12 minutes ago, Richard Brown said:

Mr. Honemann, just to clarify one point:  Guest Marie seems to believe that if the meeting is held in executive session, the chair can exclude anyone he wants to.   My position is that it makes no difference whether the meeting is in executive session when it comes to whether a "non voting member" can be excluded.  He either can be excluded from meetings or he cannot.  Your post, with the reference from RONR about who can attend executive sessions, could be construed to mean that perhaps a member who has a right to attend regular meetings can be excluded from meetings in executive session.   Would you clarify that?

Yes, I suppose it is entirely possible that a person who has a right to attend regular meetings can be excluded from meetings held in executive session.

 

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5 minutes ago, Daniel H. Honemann said:

Yes, I suppose it is entirely possible that a person who has a right to attend regular meetings can be excluded from meetings held in executive session.

 

But...  are there any other "members only" situations in which a non-voting "quasi-member" can be excluded?

One such situation could be "the right to attend meetings", if such is the right of a member, but not of a non-voting member.

I can see clearly why RONR shied away from any discussion about "non-voting members".  And it should continue to do so.

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20 minutes ago, Daniel H. Honemann said:

Yes, I suppose it is entirely possible that a person who has a right to attend regular meetings can be excluded from meetings held in executive session.

And what might such a situation be, with no such provision in the bylaws?   If a non voting member has the right to attend meetings, it seems to me he has the right to attend all meetings, including those in executive session.  The question seems to me whether the non voting member has the right to attend meetings at all.  I see it as an all or nothing proposition.  I'm not able to visualize a situation  where a member who has the right to attend meetings can be excluded from meetings in executive session absent some provision in the bylaws.

I think Guest Marie is thinking that if the meeting is in executive session, she can exclude whomever she wants to. She said it in one of her posts.   I just don't see it that way. 

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7 minutes ago, jstackpo said:

But...  are there any other "members only" situations in which a non-voting "quasi-member" can be excluded?

Described in RONR? I'm not aware of any.

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1 minute ago, Richard Brown said:

And what might such a situation be, with no such provision in the bylaws?   If a non voting member has the right to attend meetings, it seems to me he has the right to attend all meetings, including those in executive session.  The question seems to me whether the non voting member has the right to attend meetings at all.  I see it as an all or nothing proposition.  I'm not able to visualize a situation  where a member who has the right to attend meetings can be excluded from meetings in executive session absent some provision in the bylaws.

Well, it may all seem to you to be as you say, but the rule in RONR is clear.

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2 hours ago, George Mervosh said:

Do you think RONR's use of the term members on p. 95, line 32, means the definition on page 3, or does it also include the non-defined "non-voting member"?  The bylaws may indeed grant the right to a non-voting member to attend a meeting held in executive session, but I don't think RONR, alone, does so.

I think this question could be asked at a higher level of generality:  when a word is defined in RONR, and the bylaws then define the word differently, how are we to treat the word?

I think the answer is pretty clear:  when it appears in a rule in the bylaws, interpret it according to its bylaw interpretation, and when it appears in a rule in RONR, interpret it according to its RONR interpretation (and consider amending the bylaws).  If it appears in conflicting rules in both, follow the rule in the bylaws.

These bylaws define member as meaning something different than it does in RONR.  When the bylaws say "member," that's what it means.  When RONR describes executive session, and in so doing uses the word "member," it has the meaning in RONR, hence non-voting people can be excluded.

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