Members Defeating all Motions - Revolt

[Guest Dllama]

In 2015 at an annual meeting the members elected a Board of  seven- all 7  for three year terms  . By the time the annual meeting  came along in 2016 ,a majority of the members  were  discontent with the way the association has been run  by the Board - (although there has been  no decision made by the Board that is in violation of the bylaws) . At the 2016 annual meeting the majority of the members decide to defeat all proposals ( made by minority members ) as a sign of  protest and discontent -   and to achieve this they defeated  the motions to approve an Agenda , the 2015 meeting minutes , the appointment of an auditor ,and every other proposal . At the conclusion of  this 2016 meeting revolt  -the Chair declared the meeting adjourned . 

What will happen at the 2017 meeting is to  soon unfold . But assuming the situation is the same - that is -the majority take the same approach what of the minutes  of the 2015 and 2016 minutes -and what of the  motion to approve the  auditor for 2017 (  which was defeated in 2016 ).     The properly elected  Board had  to do something respecting audit and therefore went ahead , just after the 2016  meeting, and appointed the auditor- regardless that the motion to approve the auditor was defeated  .  Neither minutes nor auditor  will likely  be approved at the 2017  meeting . Does this matter at all ?  If the records of the Association as to  what occurred  by way of draft minutes  ( 2016-17) are retained  - that were not approved - and the auditor was hired properly and in good faith - is that sufficient - or is there some other action the Board should take . They refuse to resign and it seems they have a right to do as much . They can be voted out in 2018 . 

Any thoughts welcome  as to whether the Board is in any way acting improperly  respecting- just keeping the minutes as a draft that  were offered-   and as to appointing the auditor by themselves- as a needed  action . Thank-you .

 

DLlama

[J. J.]

A lot will depend what the bylaws (a statute, if incorporated) say about appointing an auditor.  There is no requirement in RONR that an auditor be appointed. 

[Guest D.Llama]

 Hi  J.J. 

The bylaws are specific :

s. 27  

       The auditor is to be appointed at the annual meeting of the association .

 

So I'm not sure what-  depends  on what ?  The Board suggested an auditor - one member moved ,and it was seconded, that the proposed auditor be appointed . The motion was defeated . As were all other morons at the 2016  meeting . The Board  considering that it had no choice -given its by laws  responsibility to"  manage the affairs and business of the association "  hired the purposed auditor, as otherwise there would have been no audit work done in 2016  ,and the Board considered  that it was their responsibility under that authority- to do as much, and that they would be otherwise negligent in not doing so . 

Their other option was to d do nothing respecting  audit and allow the audit work to simply default - but this they considered would be negligent . 

Any further thoughts very - welcome.

D.lLama

[Shmuel Gerber]

2 hours ago, Guest D.Llama said:

The motion was defeated . As were all other morons at the 2016  meeting .

But the way you describe things, it was the morons doing the defeating, not being defeated.

[Guest D. Llama]

Ha ha -  that typo somewhat "Freudian"  perhaps , as there are morons from both camps  involved in this  situation . But morons or " motions" - the challenges  are the same . It seems that the elected Directors can continue on- through to the next meeting and beyond-  even with the same result at the 2017  AGM - (no motions carried)  and be voted out in 2018 .  Unless they wish to resign after two annual meetings - a demonstration   of non- confidence  and lack of support- from the majority of  members attending and voting . 

And in the interim they need to continue on   with their due diligence in running the association .  Full stop ! 

D.Llama

 

'

[J. J.]

16 hours ago, Guest D.Llama said:

 Hi  J.J. 

The bylaws are specific :

s. 27  

       The auditor is to be appointed at the annual meeting of the association .

 

So I'm not sure what-  depends  on what ?  The Board suggested an auditor - one member moved ,and it was seconded, that the proposed auditor be appointed . The motion was defeated . As were all other morons at the 2016  meeting . The Board  considering that it had no choice -given its by laws  responsibility to"  manage the affairs and business of the association "  hired the purposed auditor, as otherwise there would have been no audit work done in 2016  ,and the Board considered  that it was their responsibility under that authority- to do as much, and that they would be otherwise negligent in not doing so . 

Their other option was to d do nothing respecting  audit and allow the audit work to simply default - but this they considered would be negligent . 

Any further thoughts very - welcome.

D.lLama

My thought is, that by the letter of the bylaws, the board usurped a role of the assembly.  The assembly may ratify that.  They may also chose not to and could consider disciplinary action against the board members voting for that.

The board, collectively, could due one of three things:

1.  Follow.  Follow the wishes the assembly and let them pick the auditor, or pick no one.

2.  Fight.  Fight with the assembly.  Appoint the auditor and hope that the assembly comes to its  senses, as it were.

3.  Flee.  Resign from the board.

The members of the board have put themselves into the position where it must rely on the assembly to do the right thing.  If the assembly does otherwise, the board members have lost. 

If they are as hostile as you suggest, I would recommend that the board members who voted in favor of hiring the auditor prepare a resignation.  Perhaps the thoughts of losing their collective leadership will snap the "morons" into doing the right thing. 

You may wish to review "Follow, Fight, or Flee," National Parliamentarian, Fourth Quarter, 2013.

That is probably not the answer you wanted. 

[Guest Who's Coming to Dinner]

16 hours ago, Guest D.Llama said:

 The bylaws are specific :

s. 27  

       The auditor is to be appointed at the annual meeting of the association .

 

According to this bylaw, the annual meeting may not end its session without appointing the auditor. So a motion to adjourn, when no auditor has been appointed and no adjourned meeting has been set, is out of order. The chair should reject such a motion or you can raise a point or order yourself. Keep the meeting going until the obstructionists wear out and leave.

[Dan Honemann]

47 minutes ago, Guest Who's Coming to Dinner said:

According to this bylaw, the annual meeting may not end its session without appointing the auditor. So a motion to adjourn, when no auditor has been appointed and no adjourned meeting has been set, is out of order. The chair should reject such a motion or you can raise a point or order yourself. Keep the meeting going until the obstructionists wear out and leave.

I wonder where this idea comes from.

[Guest D. Llama]

Than-you JJ and Guest .

The Directors will not resign - there is a power struggle going on and they intend to stay the course and fight . And I don't see that they are compelled to resign having been properly elected for the 3 years . There are some circumstances for which there is no ready answer - and this seems one of those .

As for keeping the meeting going until the obstructionists leave - its the obstructionists  that will not leave more so than the minority. There is seemingly  no remedy in trying to see who can remain present and awake the logest . 

Obliged to all .

DLlama 

[Rev Ed]

Is there anything in the By-laws (or applicable statute) covering the removal of directors from office?  If so, the members could use that option.  Otherwise, the members could follow Chapter XX of RONR, if RONR is the parliamentary authority for the organization.  Either way, the members could argue that the Board is not following the policies that the members have decided.  Just because the by-laws have not been infringed does not mean the Board is doing what the members want them to do.

The members do not sound like they are revolting to me.  More like they are sending a message to the Board that the Board needs to listen to what they (the members) want them (the Board) to do.  And the Board could always sit down with some of the members (preferably the leaders of the group) to discuss what can be done to handle the situation, short of the Board resigning.

[Guest D. Llama]

Thanks Rev Ed :

Its not that the Board is not following " policies " set by the members - they have set no policies. Its more fundamental than that . The majority of the members,  that show for the meetings, have organized to blockade all  proposals originating from the Board -including even approving  minutes or Agenda. Their intent is to see the Board resign so as to elect new directors who will steer the association in ways the current directors will not . Mediation has been attempted but intransigence on both sides prevails . They are too far apart to narrow the gap . 

One would think that these directors should simply resign - but they will not .This is a body that has existed for near  70 years - the feelings and positions run deep.

DLlama

 

 

[Tom Coronite]

Is the board running the general membership meeting? It sounds so, based on statements such as the members block all proposals from the board, even approving minutes and agendas. If so, that might be a good place to start cleaning up.