Guest Marie

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

52 posts in this topic

Oh my, this is just a can of worms isn't it. I guess I am not understanding some things

1. To call a regular board meeting, only the 10 elected board members (voting rights at board meetings) and the 3 non elected members (no voting rights at board meetings)  need to be present, only the Elected members count towards the quorum. in our bylaws, this is set forth as our board composition. This 13 member board has the right to attend all board meetings. Our bylaws say nothing about who does and who does not have the right to attend meetings in executive session. I am not understanding why we could not exclude them from Executive session. If we cannot exclude them, does that not mean in turn, we cannot exclude any members from an executive session? Then what would be the point of an Executive session? 

2. This seems to be in direct conflict to the following statement 

"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 3and 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)

 

The 3 non elected members have no rights to make motions, or to vote.

Share this post


Link to post
Share on other sites
4 minutes ago, Guest Marie said:

The 3 non elected members have no rights to make motions, or to vote.

Do your bylaws actually say that the non elected members (the non voting members?) have no right to make motions?   If not, what makes you think they cannot make motions?  Are they allowed to speak in debate?  Why or why not?  Is it mentioned in the bylaws?

Share this post


Link to post
Share on other sites

does not delve into rights to make motions, it has just been standard practice since I have been there. They are allowed to speak in debate, but not to vote. 

There shall be 13 Directors on the Board of Directors.  The composition of the Board of Directors shall be:

 

A)                VOTING MEMBERS

 

Ten (10) elected members, one of who is to be designated Chair Person of the Board;

The Board of Directors should also consist of three (3) non-elected, non-voting representatives made up of the following:

 

B)                NON-VOTING MEMBERS

 

1.                  Executive Director

2.                  Competitive Program Director

3.                Non-Competitive Program Director

Share this post


Link to post
Share on other sites

It would seem to me that they have the right to make motions.  It would also seem to me that this is a crazy arrangement - I'm stunned issues haven't arisen before with making staff members of the board.  How have you, in the past, dealt with such things as contracts and annual reviews for staff?

That aside, I don't understand your questions above. 

1.  The point of an executive session is to exclude non-members of the body that is meeting and, more importantly, to bind everyone to secrecy.  It isn't to exclude members, unless by members here you mean something different than "members of the body that is meeting."  

2.  That is true, but we didn't tell you to make bylaws creating ambiguity about membership.  In any case, I agree with the conclusion that people who don't fit RONR's description of member can be excluded from executive session, but not for the same reasons you've given (at least not without more work).  

Share this post


Link to post
Share on other sites

I agree to a crazy arrangement to have staff on the board, IMHO, these staff should be invited to meetings, as they are needed for their input and opinions, but they should not attend all meetings at all times. Technically they staff, we oversee them. Contracts have been negotiated privately between Chair and Staff member - this I do not agree with, the rest of the board has no knowledge of said contracts, or salaries. Annual reviews.... hahaha, what annual reviews. 

1. I don't know, I am trying to figure out the correct way to do something, and so far, it is murky.  Please someone feel free to tell me, how do I have a meeting without the non-elected, non- voting members? 

2. I didn't create the bylaws, this is what I came into, and have to deal with. 

Share this post


Link to post
Share on other sites

I think we can at least agree on one thing:  If the board is still going to be composed in part of three non-elected, non-voting members, the bylaws should specify just what rights these non voting members have.  In essence, these three non elected members might be considered to be ex officio members.   They are made members of the board by virtue or the positions they hold. 

It is perhaps worth considering what RONR says about Ex Officio Board Members on page  483:  "Frequently boards include ex-officio members—that is, persons who are members of the board by virtue of an office or committee chairmanship held in the society, or in the parent state or national society or federation or some allied group; or—sometimes in boards outside of organized societies—by virtue of a public office. In the executive board of a society, if the ex-officio member of the board is under the authority of the society (that is, if he is a member, an employee, or an elected or appointed officer of the society), there is no distinction between him and the other board members."  (Emphasis added)

In this case, though, the bylaws do specify that they are non voting members, so they clearly do not have that one right that the other members have.  Is that the only right they don't have which the other board members have?  Personally, I think so, but others appear to disagree.  I think they have all rights of other members except as limited by the bylaws since RONR says there is no distinction  between them and other board members.

It might be appropriate to amend the bylaws to remove them as members of the board.  They can be invited to attend and participate in board meetings as guests and can be excluded whenever the board thinks it appropriate.   That is, in fact, rather customary for executive directors. 

Share this post


Link to post
Share on other sites

In my opinion (which is just that since bylaws are involved) you can hold a meeting without those members by moving into executive session.  What will happen, of course, is that you'll vote to enter into executive session, they'll remain, people will ask them to leave, they'll say that as members they have a right to remain...so you may want to move to enter into executive session without non-voting members so that this fight can be had in a meeting, with a motion pending, rather than "on the fly" after the motion is adopted.  

Others on this thread disagree, so yes, I would also agree it is murky, and the murkiness comes from the bylaws doing odd things.  

It is common to invite key staff to board meetings, either for the full length except executive session or specific parts, such as a staff report.  Making them non-voting members of the board is, I think, much less common, for some of these reasons.  If this is a corporation, the board may have legal rights to at least see contracts and know salaries.  Do the bylaws authorize the chair to hire on his own like that?  If not, these actions would require board action.

Share this post


Link to post
Share on other sites


 

Quote

 

There shall be 13 Directors on the Board of Directors. 
The composition of the Board of Directors shall be:

A.) VOTING MEMBERS

Ten (10) elected members, one of who is to be designated Chair Person of the Board;

The Board of Directors should also consist of three (3) non-elected, non-voting representatives made up of the following:
 
B.) NON-VOTING MEMBERS
 
1. Executive Director

2. Competitive Program Director

3. Non-Competitive Program Director

 

This citation clears things up.

   • Your Executive Director is a true member of the Board of Directors. (Your ED is not merely a staffer.)

   • Your ED has all rights of membership, excluding one, namely, the right to vote.

So, bottom line, "no", you cannot exclude (1.) Executive Director; (2.) Competitive Program Director; (3.) Non-Competitive Director; from any meeting, from any executive session, just because they cannot exercise one right common to the rest of the ten members of the Board of Directors.

To take away "The right to vote" does not take away "The right to receive previous notice", nor "The right to make motions and to debate".

Share this post


Link to post
Share on other sites
10 hours ago, Kim Goldsworthy said:


 

This citation clears things up.

   • Your Executive Director is a true member of the Board of Directors. (Your ED is not merely a staffer.)

   • Your ED has all rights of membership, excluding one, namely, the right to vote.

So, bottom line, "no", you cannot exclude (1.) Executive Director; (2.) Competitive Program Director; (3.) Non-Competitive Director; from any meeting, from any executive session, just because they cannot exercise one right common to the rest of the ten members of the Board of Directors.

To take away "The right to vote" does not take away "The right to receive previous notice", nor "The right to make motions and to debate".

Well, what the quoted bylaw provision makes clear is that, at meetings of the Board of Directors, the Executive Director (as one of the non-elected, non-voting representatives) will not be one of the "members of the body that is meeting" within the meaning of the rule on page 95 of RONR (due to the definition of a "member of an assembly" on p. 3), and the question becomes one as to whether or not this quoted provision can be said to indicate that he or she is to be allowed to remain in the hall because he or she is a special invitee, or an employee or staff member that the body or its rules has determined to be necessary. This would not appear to me to be the case, but if there is any legitimate doubt about it, it will be up to Guest Marie's organization to resolve the ambiguity.

Share this post


Link to post
Share on other sites

I think we may have figured out the best way to handle the situation with the ED, please tell me if this crosses any RR lines.

Chair, Vice Chair and Secretary have a sit down with ED, to discuss his conduct notes are made, complaint goes in his file, and notes of this meeting are sent out to the board....

or

Put on the agenda under New Business, and then discussed at the next regular board meeting

The choice will be the ED's

Share this post


Link to post
Share on other sites

I think either option is ok. There is absolutely no prohibition in RONR against having private get togethers as long as all you do is talk.  It's taking official action that is verboten.  Confronting the ED in a little private sit down with a couple of officers may well be the best way to resolve it.  And if you have to discuss it in front of hm at a formal meeting, have at it.  btw, he  can always be asked to voluntarily leave the meeting. 

Share this post


Link to post
Share on other sites
On ‎9‎/‎28‎/‎2016 at 3:38 PM, 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)

 

Isn't the executive director also -generally - an employee of the organization?

Share this post


Link to post
Share on other sites
On 9/28/2016 at 3:38 PM, 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)

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.

It looks like Marie is satisfied with the answers to this point, so I will take the opportunity to continue the general discussion and respond to Dan Honemann's remarks. Frankly, Dan, I don't really understand the rationale of your conclusion.

Accepting that a non-voting director is not a "member" of the board within the meaning of the rule in RONR on page 95 quoted above, and then accepting arguendo (see, kids, it's cool to stay in school) that the bylaws give non-voting directors the right to attend all board meetings (on the premise that all rights of board membership other than voting are retained), wouldn't the logical conclusion be that entering into executive session without inviting those persons to remain in attendance is prohibited by the bylaws because they would then be excluded?

I see the rules on page 95 saying what happens when an assembly enters into executive session, and also saying that, according to RONR, a motion to go into executive session may be adopted by a majority vote. But I don't see it saying that an assembly can always enter into executive session by majority vote even if that means excluding people (whether "members" or not) whom the bylaws grant the right to be there.

So it seems that I agree with Richard Brown, and that the key question is whether or not the bylaws, by providing for non-voting directors, is granting those persons the right to attend board meetings (and to receive notice of meetings, make motions, and speak in debate).

Share this post


Link to post
Share on other sites
8 hours ago, Shmuel Gerber said:

...and then accepting arguendo (see, kids, it's cool to stay in school) ....

Yow, in what course was that covered?

Share this post


Link to post
Share on other sites

Assuming (as we like to do in this forum) that the bylaws contain a provision, in the recommended language, adopting RONR as the organization's parliamentary authority, since a non-voting director is not a "member" of the board within the meaning of the rule in RONR on page 95, I certainly cannot accept (arguendo or otherwise, Mr. Tesser) that the bylaws give non-voting directors the right to attend all board meetings, because, absent anything else in them bearing on the question, they tell me that such directors do not have the right to attend an executive session of the board.

In my opinion, the same thing will be true even if no parliamentary authority has been adopted, but I suppose there is no need to get involved in that.

Share this post


Link to post
Share on other sites
6 hours ago, Gary c Tesser said:
14 hours ago, Shmuel Gerber said:

...and then accepting arguendo (see, kids, it's cool to stay in school) ....

Yow, in what course was that covered?

Who said anything about it being covered in a course? If you stay in school long enough, you learn that you have to learn some things outside of school. :)

Share this post


Link to post
Share on other sites
7 hours ago, Daniel H. Honemann said:

Assuming (as we like to do in this forum) that the bylaws contain a provision, in the recommended language, adopting RONR as the organization's parliamentary authority, since a non-voting director is not a "member" of the board within the meaning of the rule in RONR on page 95, I certainly cannot accept (arguendo or otherwise, Mr. Tesser) that the bylaws give non-voting directors the right to attend all board meetings, because, absent anything else in them bearing on the question, they tell me that such directors do not have the right to attend an executive session of the board.

In my opinion, the same thing will be true even if no parliamentary authority has been adopted, but I suppose there is no need to get involved in that.

Yes, our bylaws do state that the procedures at all meetings of Members and the Board of Directors shall be conducted in accordance with Robert's Rules of Order.

Share this post


Link to post
Share on other sites
On 9/30/2016 at 6:39 AM, Daniel H. Honemann said:

Assuming (as we like to do in this forum) that the bylaws contain a provision, in the recommended language, adopting RONR as the organization's parliamentary authority, since a non-voting director is not a "member" of the board within the meaning of the rule in RONR on page 95, I certainly cannot accept (arguendo or otherwise, Mr. Tesser) that the bylaws give non-voting directors the right to attend all board meetings, because, absent anything else in them bearing on the question, they tell me that such directors do not have the right to attend an executive session of the board.

In my opinion, the same thing will be true even if no parliamentary authority has been adopted, but I suppose there is no need to get involved in that.

Well how on earth am I going to get you to accept my conclusion if you won't even accept the premise? :)

I see your point, and you may even be right, but I still think it is a close question and that your preferred conclusion is hardly inescapable. (And as you can see, I have been trying hard to escape it. I'll let you know if I ever succeed. Or maybe you'll let me know.)

Share this post


Link to post
Share on other sites
11 hours ago, Shmuel Gerber said:

Well how on earth am I going to get you to accept my conclusion if you won't even accept the premise? :)

I see your point, and you may even be right, but I still think it is a close question and that your preferred conclusion is hardly inescapable. (And as you can see, I have been trying hard to escape it. I'll let you know if I ever succeed. Or maybe you'll let me know.)

 

If, when you refer to my "preferred conclusion", you are referring to my conclusion that, as far as the rules in RONR are concerned, a person who is not entitled to vote is not a "member" of the body that is meeting within the meaning of the rule in RONR on page 95, lines 31-35, then, although it may be going a bit too far to say that it is an inescapable conclusion, I’m convinced that it is the right conclusion.

The only persons who assume responsibility for decisions made in a deliberative assembly are those persons who are present and entitled to vote, and their right to arrive at these decisions in executive session, outside of the presence of persons who assume no such responsibility (other than those whom they invite and “such employees or staff members as the body or its rules may determine to be necessary") is, to my way of thinking, a very important one. I place it in the same category as the rules which say that persons not entitled to vote are not to be counted in determining the presence of a quorum. I sincerely hope that no one would argue that the only reason why persons not entitled to vote are not considered “members” within the meaning of the rule on page 345, lines 3-7 (or the rules on p. 21) is due to the parenthetical reference on line 4 to the definition on page 3.

The truth is that “non-voting members” is an oxymoron, and if the bylaws create such creatures, and if they are to be counted in determining the presence of a quorum even although the rules in RONR say otherwise, or are to be allowed to be present during meetings held in executive session even although the rules in RONR say otherwise, they should specifically say so. If they don’t, then they are not.

Share this post


Link to post
Share on other sites
53 minutes ago, Daniel H. Honemann said:

IThe truth is that “non-voting members” is an oxymoron, and if the bylaws create such creatures, and if they are to be counted in determining the presence of a quorum even although the rules in RONR say otherwise, or are to be allowed to be present during meetings held in executive session even although the rules in RONR say otherwise, they should specifically say so. If they don’t, then they are not.

I certainly agree that an organziation that creates a "non-voting member" should carefully define the rights of that category, but the reality is that they often do not. Nevertheless, they must intend that a non-viting member have some rights; otherwise, why call them a member at all? I have not attenpted any sort of survey, but it seems to me that while we often get questions about a non-voting member's right to make motions or to speak in debate, we seldom get questions about a non voting member's right to attend meetings (this thread ebeing a notable exception). That leads me to believe that most organizatioins take it for granhted that non-voting members have at least the right to attend meetings. And if they have the right to attend meetings, I see no basis for saying that the right does not include those held in executive session.

Share this post


Link to post
Share on other sites
1 minute ago, Weldon Merritt said:

I certainly agree that an organziation that creates a "non-voting member" should carefully define the rights of that category, but the reality is that they often do not. Nevertheless, they must intend that a non-viting member have some rights; otherwise, why call them a member at all? I have not attenpted any sort of survey, but it seems to me that while we often get questions about a non-voting member's right to make motions or to speak in debate, we seldom get questions about a non voting member's right to attend meetings (this thread ebeing a notable exception). That leads me to believe that most organizatioins take it for granhted that non-voting members have at least the right to attend meetings. And if they have the right to attend meetings, I see no basis for saying that the right does not include those held in executive session.

Well, it appears to be the case that there is no way to convince you that the rule on page 95 means what it says. I find nothing at all strange about an organization allowing such creatures to attend all meetings except those held in executive session.

Share this post


Link to post
Share on other sites
1 hour ago, Daniel H. Honemann said:

If, when you refer to my "preferred conclusion", you are referring to my conclusion that, as far as the rules in RONR are concerned, a person who is not entitled to vote is not a "member" of the body that is meeting within the meaning of the rule in RONR on page 95, lines 31-35, then, although it may be going a bit too far to say that it is an inescapable conclusion, I’m convinced that it is the right conclusion.

That part I completely agree with. The only question, in my mind, is whether a bylaws provision for non-voting members of a board is generally intended to give those persons the right to attend all meetings, thereby superseding the regular rule in RONR relating to executive sessions, or only those meetings at which the "real" members of the board are willing to suffer their attendance.

Share this post


Link to post
Share on other sites
2 hours ago, Daniel H. Honemann said:

 

If, when you refer to my "preferred conclusion", you are referring to my conclusion that, as far as the rules in RONR are concerned, a person who is not entitled to vote is not a "member" of the body that is meeting within the meaning of the rule in RONR on page 95, lines 31-35, then, although it may be going a bit too far to say that it is an inescapable conclusion, I’m convinced that it is the right conclusion.

 

37 minutes ago, Shmuel Gerber said:

That part I completely agree with. 

But that's all I asked Richard Brown, somewhat rhetorically, back on page 1 somewhere, because the bolded part is my understanding of the rules in RONR.

Share this post


Link to post
Share on other sites

Guest Marie:

Have a meeting of the board called. During this meeting make a motion to appoint a special committee to consider subject so-and-so, indicate in the motion who will be the chairman of this committee, and then insert in the motion the entire list of individuals you desire to be present in this committe minus the undesirable executive director or any others you do not want present. If the motion passes then the chairman of the committe can state "Mr. Executive Director (and any others) are hereby excused." The committee meets and prepares its motion which it refers back to the board, and rises. The board, now hearing the committee's motion, debates the motion and puts it to a vote with or without amendments.

Share this post


Link to post
Share on other sites
17 hours ago, Shmuel Gerber said:

That part I completely agree with. The only question, in my mind, is whether a bylaws provision for non-voting members of a board is generally intended to give those persons the right to attend all meetings, thereby superseding the regular rule in RONR relating to executive sessions, or only those meetings at which the "real" members of the board are willing to suffer their attendance.

The bylaws we have seen which create a class of "non-voting members" seldom, if ever, actually provide that those persons shall have the right to attend all meetings. If they did, we wouldn't be having this discussion. You suggest, however, that such provisions are generally intended to give those persons the right to attend all meetings, but where does this presumed intent come from? I suppose it must come from the fact that, as a general rule of parliamentary law, members have a right to attend meetings unless the bylaws say otherwise. This is true, but there is also a specific rule of parliamentary law (as you have recognized) that tells us that a person not entitled to vote is not permitted to attend executive sessions.* As a consequence, any bylaw provision taking away the right to vote will necessarily take away the right to attend executive sessions unless the bylaws specifically provide otherwise.

----------------------------

* Unless, of course, he or she is invited to do so, or is an employee or staff member that the body or its rules has determined to be necessary, but these exceptions are irrelevant as far as this discussion is concerned.

 Or maybe the right to attend executive sessions arises from penumbras, formed by emanations from those guarantees in our Constitution that help give even non-voting membership life and substance.  :)

 

Share this post


Link to post
Share on other sites
Guest
You are commenting as a guest. If you have an account, please sign in.
Reply to this topic...

×   You have pasted content with formatting.   Remove formatting

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

Loading...