Guest Marie

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

52 posts in this topic

3 hours ago, Daniel H. Honemann said:

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?

Well, for one thing, many of these provisions were written and adopted at a time when the current edition of RONR provided, "In most organizations, … by practice or sometimes by rule, membership meetings are open to the public, but board or committee meetings are customarily held in executive session." (RONR, 10th ed., pp. 92-93) While this is not a prescriptive rule, it still describes the situation that many people (including bylaws drafters) are familiar with and have come to expect, and it wouldn't make a lot of sense to provide for "members" of a board who customarily are not permitted to attend board meetings.

By the way, I basically agree with this as well:

On 10/5/2016 at 10:48 AM, Daniel H. Honemann said:

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.

And with this:

On 10/5/2016 at 10:48 AM, Daniel H. Honemann said:

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.

The only part I have trouble with (with respect to their being allowed to be present during meetings held in executive session) is this:

On 10/5/2016 at 10:48 AM, Daniel H. Honemann said:

If they don’t, then they are not.

 

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Well, I have a great deal of trouble with it myself because we are attempting to construe the meaning of bylaws, which we haven't read, of an organization which we know nothing about. It suffices that we are in agreement as to the meaning of the rules in RONR. 

 

 

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