Keeping the board in the dark

[Maui Mark]

(Small Board Rules) I have never encountered this before and would respectfully ask opinions regarding the best way to deal with it. Every board or committee I have on which I have served has produced "packets" containing a proposed agenda and supporting documents to be studied by the member before coming to the meeting. Basically, "Come prepared or don't come at all," has been a board members' responsibility to ensure a smooth and productive meeting. This also applies to any planned executive sessions, should they be required.

Our current board president and secretary drag their heels on releasing information to board members until the evening of the meeting. With not enough time to consider the information, the president is the only one who is fully informed and will present the information with his arguments and go to a vote, knowing that there will be puppet members who will vote any way he wants.

Delaying tactics such as "lay on the table" and "postpone indefinitely (or until next regular meeting)" have been marginally successful, but are oft met with an argument that the issue is too time sensitive and immediate to postpone for any reason, thus the delaying motion is defeated. The mover of such a delaying tactic, is seen as an obstructionist to getting business done. And now the board has been informed by the secretary that executive session agendas and background information cannot not be given out until right before the session (even though the board are all under confidentiality and non-disclosure agreements),

I have researched the Hawaii Revised Statues and Bylaws for relevant sections to make my case for transparency and a board making informed decisions. Is there anything else in RONR that can be used to require these "board packets" ahead of time? Suggestions and strategies would be greatly appreciated. Mahalo!

[Richard Brown]

Nothing in RONR requires advance distribution of information prior to a regular meeting unless it is something which your bylaws or the rules require previous notice of. Any such procedure would have to be found in your own rules or customs.

Nothing in RONR prevents the secretary or any other member from Distributing information pertinent to an executive session to the members prior to the meeting. That is something else that would have to be in your own rules. 

As you know, if you are incorporated or otherwise subject to state procedural laws, those laws will take precedence over RONR.

You seem to be doing the best you can to get the president and secretary to send out the information in advance of the meetings. If that is required by your rules, a member might also raise a point of order in addition to moving to postpone items or setting adjourned meetings if the matter can't wait until your next regular meeting. If there is currently no written rule requiring advance distribution, and that is something the members want, you should consider adopting such a rule.

[Bruce Lages]

Why are you all letting your president dictate how the board will operate and conduct its meetings?  Unless your bylaws (or applicable law, which is doubtful) give him that power, the board itself decides how it will conduct its meetings. If a majority of the board members want the secretary to distribute relevant information prior to a meeting, then they can order the secretary to do that. If a majority want to postpone an item, or refer it to a committee for more information, that is your right. The president does not have veto power over the will of the board, unless your own rules have granted that. Check your bylaws for any rules governing how your board can operate and, acting within any such rules, decide for yourselves how you want to carry out business.

[g40]

If this situation continues, I suggest making a motion directing the appropriate officers and/or officials to prepare and distribute the desired information in advance of each meeting and set the number of days before each meeting that it should be distributed.

I serve on a Board and in my position as an officer, I almost always prepare and distribute a "board packet". My gripe is that several Board members do not read what I send. I fail to see the justification for such delayed information. There might be some occasional situations where there is a last minute and critical issue, but they should be rare.

The other, possible, issue might be when these meetings are scheduled. Are the meetings held such that this schedule causes the problem?

[Rev Ed]

It all depends on what the majority wants to do.  RONR is very democratic.   If the majority of members want the information to be sent out in advance then they can pass a motion to that effect.  Then they can look at putting it into either the Rules or the By-laws of the organization (while this may need the approval of the general membership, if the majority of the Board want this, then they can go back to the general members and make their case why this needs to be done officially. 

While I tend to agree with distributing the information in advance, you may also want to be mindful of the fact that the President and/or Secretary could always claim that the information was not ready until right before the meeting.  And it would be up to you (and/or your fellow Board members) to prove otherwise.  But, if you have majority support, if you start postponing issues until the next Board meeting, it may stop these tactics from occurring.

[Maui Mark]

Thank you Mr. Brown. Adopting such a rule of distribution is one thing not thought of. If we can get a majority and get such a rule adopted, then it won't matter what anyone else thinks or wants.  

Thanks also for the confirmation that there is nothing in RONR that prevents advance distribution. I have combed the relevant State law and can find nothing there either. It is simply not addressed.

Thx g40. A motion might work, but I am thinking of formalizing justifications before hand with a few Whereas's in a Board Resolution. Maybe then debate will be about the actual wording of the resolution rather than just not dealing with a motion because nobody has their own opinion. We are dealing with a lot of puppet board members that will vote with the President whether he is right or wrong. A democratic RONR only works when everyone has their own opinion and no one is intimidated by an authority figure. My real, secret agenda with all this is to do away with 3 and 4 hour long board meetings where bad decisions are made because nobody has had time to consider the information. These meetings shouldn't take more than 40 minutes if everyone came prepared. I stand by how I was taught... come prepared or don't come.

 

[g40]

On Thursday, April 06, 2017 at 7:33 PM, Maui Mark said:

Thank you Mr. Brown. Adopting such a rule of distribution is one thing not thought of. If we can get a majority and get such a rule adopted, then it won't matter what anyone else thinks or wants.

Thanks also for the confirmation that there is nothing in RONR that prevents advance distribution. I have combed the relevant State law and can find nothing there either. It is simply not addressed.

Thx g40. A motion might work, but I am thinking of formalizing justifications before hand with a few Whereas's in a Board Resolution. Maybe then debate will be about the actual wording of the resolution rather than just not dealing with a motion because nobody has their own opinion. We are dealing with a lot of puppet board members that will vote with the President whether he is right or wrong. A democratic RONR only works when everyone has their own opinion and no one is intimidated by an authority figure. My real, secret agenda with all this is to do away with 3 and 4 hour long board meetings where bad decisions are made because nobody has had time to consider the information. These meetings shouldn't take more than 40 minutes if everyone came prepared. I stand by how I was taught... come prepared or don't come.

 

Yes - information distributed well in advance of a meeting can streamline the meetings. Distributing the draft minutes that can be reviewed in advance can speed the approval of the minutes. Except for an occasional situation, it seems to me (especially with electronic means) that there would rarely be too little time to distribute a "board packet". This is where the scheduling of the meeting is important. If the meetings can be cut from 3-4 hours to 1-2, then you have more flexibility.

If "confidentiality" of documents is an issue or stumbling block, there are many solutions. There are actually companies/services that (for a fee) provide board members with secure access to a "Board packet". Microsoft Office (Excel and WORD) have excellent password encryption capabilities and each Board member could be given (in person) the password(s) for accessing such documents. The full Adobe acrobat (must be purchased) has this capability as does WinZip.

If your regular agenda has multiple "routine" matters to approve that, normally, do not have a lot of debate, then consider a "Consent Calendar" where these items are all "approved" in one motion. Minutes might be in this, if draft is distributed ahead of time and the minutes are well done. Any Board member can request removal of any item and then it would be dealt with like any motion.

The "who" that handles much of the board agenda varies a lot, depending on the nature of the organization. While, it seems, the "president" (I assume he/she chairs board meeting) of your organization, along with the Secretary drive the agenda, that may not have to be the case. Do others have an active role? In my case, as the Treasurer of my organization and Board member, I prepare almost all reports and drive or initiate a majority of the Board actions. That is why I am the one preparing the monthly Board packet.