EC refuses to hear motions on the floor

[theguyontheright]

Our executive committee refuses to hear motions on the floor at our meetings and want us to funnel motions to the EC beforehand.  How, as board of directors supposed to insure the proper conduct of the administrative affairs by the Executive Council if there is a censorship of what motions are allowed to be voted upon?  The EC decision is based on their opinion that the BOD is too large of a group to accomplish a proper discussion on the floor.  There are no bylaws or policy in place to say otherwise.

Thoughts on how to proceed would be most appreciated.

 

[Gary Novosielski]

Absent any rules on the matter, the EC has control over its own meetings, and non-EC-members are not allowed to make motions at an EC meeting at all.  But if the BOD is a different group, the EC has no authority over how they choose to discuss things.  I don't know how your organization is organizated  but typically the membership outranks the BOD and the BOD outranks the EC.  But each group is usually in charge of its own meetings and how they are run, as long as nothing conflicts with the bylaws, or the rules in RONR.

[Richard Brown]

Do you have some strange bylaw provision that requires motions to first be submitted to the executive committee? If not, the executive committee has no business telling the board of directors what business it may take up.

On the other hand, depending on your bylaws, the board may well have the authority to direct the executive committee at least in certain matters.

[theguyontheright]

this is at a national meeting of the entire board of directors including the EC - the only thing we are allowed to vote on at the national meetings are what is placed in front of us by the EC.

we do not have any bylaw provisions that requires a motion to first be submitted to the ec.  It was a procedure developed out the blue by the EC (no one ever voted upon it) as a justification for the organization having a rather large board of directors.  I understand the concerns when gathering a large number for a meeting but to flat out deny motions at the national meeting doesn't seem correct.

[Weldon Merritt]

18 minutes ago, theguyontheright said:

I understand the concerns when gathering a large number for a meeting but to flat out deny motions at the national meeting doesn't seem correct.

Based on the infomation you have given us, it isn't.

[Richard Brown]

38 minutes ago, theguyontheright said:

this is at a national meeting of the entire board of directors including the EC - the only thing we are allowed to vote on at the national meetings are what is placed in front of us by the EC.

we do not have any bylaw provisions that requires a motion to first be submitted to the ec.  It was a procedure developed out the blue by the EC (no one ever voted upon it) as a justification for the organization having a rather large board of directors.  I understand the concerns when gathering a large number for a meeting but to flat out deny motions at the national meeting doesn't seem correct.

I think we don't have enough information to properly answer your questions.  For example, does this organization have a membership, or is it a "free standing" board with no general membership?

How often does the board meet? 

What exactly do the bylaws say about the power and authority of the executive committee?

How was it determined that the Board of Directors can vote only on things submitted to it by the executive committee?  Normally, the executive committee will be subservient to the board and is subject to the orders of the board, not vice-versa.

I guess I just don't understand your structure because this business of the EC holding the Board hostage is exactly backwards. I have a feeling that over time, the EC has started exercising more and more control and the Board has simply acquiesced and has become submissive to the whims of the EC. 

Edited to add:  At your board meetings, are there members of the executive committee there stopping the board from taking up matters that the EC members don't want them taking up?   Who is serving as "gatekeeper" for this? 

The following Official Interpretations might be of value to you.  But, instead of talking about the "membership" and the board, in your case it is the "Board" and the "executive committee".  The same principles apply.  2006-12  and 2006-13

 

Edited April 10, 2018 at 02:58 AM by Richard Brown
Added next to last paragraph

[Joshua Katz]

1 hour ago, theguyontheright said:

the only thing we are allowed to vote on at the national meetings are what is placed in front of us by the EC.

we do not have any bylaw provisions that requires a motion to first be submitted to the ec.  It was a procedure developed out the blue by the EC (no one ever voted upon it) as a justification for the organization having a rather large board of directors.  I understand the concerns when gathering a large number for a meeting but to flat out deny motions at the national meeting doesn't seem correct.

At a meeting of the board, the EC (unless your rules say otherwise), isn't even present as such.  It sounds, at least from what I've seen, like your EC just decided to exert power over the board, and the board just went along with it.  Don't do that.

[theguyontheright]

8 hours ago, Richard Brown said:

I think we don't have enough information to properly answer your questions.  For example, does this organization have a membership, or is it a "free standing" board with no general membership?

How often does the board meet? 

What exactly do the bylaws say about the power and authority of the executive committee?

How was it determined that the Board of Directors can vote only on things submitted to it by the executive committee?  Normally, the executive committee will be subservient to the board and is subject to the orders of the board, not vice-versa.

I guess I just don't understand your structure because this business of the EC holding the Board hostage is exactly backwards. I have a feeling that over time, the EC has started exercising more and more control and the Board has simply acquiesced and has become submissive to the whims of the EC. 

Edited to add:  At your board meetings, are there members of the executive committee there stopping the board from taking up matters that the EC members don't want them taking up?   Who is serving as "gatekeeper" for this? 

The following Official Interpretations might be of value to you.  But, instead of talking about the "membership" and the board, in your case it is the "Board" and the "executive committee".  The same principles apply.  2006-12  and 2006-13

 

I'll answer in the order you have asked - 

1) we have a membership, regional presidents, executive committee and committee chairs, - the regional presidents, ec, and chairs make up the BOD.

2) twice per year

3)EC shall be responsible for proper conduct of admin of the club, oversee functioning of committees, insure compliance with bylaws.  BOD is responsible to determine all matters of club policy.

4) It was never officially decided, the EC created a national con call to vote on club policy in order to insure a quorum for votes.  I had asked how do we get an motion in front of the bod during this conference call, then I was told by the EC to submit to club secretary for approval to vote upon.  Their justification is that we are too large of a BOD to hear such matters before it has been properly vetted by someone at the EC level - where this policy came to fruition is anybody's guess. 

5) and yes the EC just gets dismissive and will move on to the next topic - there is one doozy they keep sweeping under the rug it hopes it just goes away.

and thanks I will look into the interpretations.

 

 

[jstackpo]

Lets start with #4:  are electronic meetings of the sort you describe ("con call") authorized in your bylaws?  If not, then the con call decisions are null and void.  See page 98.

[theguyontheright]

the electronic meeting came about when the ec had learned there probably hasn't been an official quorum vote in the past 50 years due to allowing the BOD to vote by proxies which turns out not valid in the District of Columbia.  So in summer of 2016 the first motion on the teleconference was to "Ratify the Board’s will to use an electronic tally and teleconference"  and stated it was consistent with http://dccode.org/browser/#/29/29-406.20

There was no other policy in place but rules distributed to the group like:

Phone lines will be muted. BOD will be permitted to speak 2 times/motion up to two minutes per agenda item. Questions or comments must relate to the motion being considered. Using the phone to make a motion/second the motion: press 4

But as I found out later using the phone to make a motion can only be used to what is agreed upon prior to meeting and that is determined by the EC.  So there is no way to bring a new motion to the board unless first going through the EC.

Edited April 10, 2018 at 02:26 PM by theguyontheright

[Richard Brown]

12 hours ago, theguyontheright said:

this is at a national meeting of the entire board of directors including the EC - the only thing we are allowed to vote on at the national meetings are what is placed in front of us by the EC.

we do not have any bylaw provisions that requires a motion to first be submitted to the ec.  It was a procedure developed out the blue by the EC (no one ever voted upon it) as a justification for the organization having a rather large board of directors.  I understand the concerns when gathering a large number for a meeting but to flat out deny motions at the national meeting doesn't seem correct.

As Mr. Katz pointed out, unless you have some very strange bylaw provisions, the EC is not even present, as the EC, at board meetings.  Members of the EC might also be board members, and if so, they are attending the board meetings in their capacities as BOARD members, not EC members.  The board should have the authority to take up any business it wants to at its meetings unless prohibited from doing so by the bylaws or the membership.  Unless the bylaws provide otherwise, the EC has no authority to tell the board what it can do or consider at board meetings.

Without knowing exactly what your bylaws say about the powers of the board and the powers of the EC, I don't know what else I can say. The manner of operating that you are describing is absolutely not normal. We have all told you how things should work under the rules in RONR, which I assume is your parliamentary authority.  You've got it topsy-turvy.  The Board should be in charge, not the EC.  The board should have the authority to direct the EC, not the other way around.   RONR is very clear on that point.  (Actually, under RONR, the membership has ultimate control, then the board, then any executive committee). Normally, the board has the authority to act on behalf of the organization between meetings of the membership and the executive committee has the authority to act on behalf of the organization between meetings of the board.  The executive committee is at the bottom of the food chain, not the top, and it is subject to the orders of the board and the membership.  The  EC might direct the day to day operations of the organization, but under RONR and most organization power structures, it is still subservient to the Board and subject to orders from the Board.

At this point, it seems to me this boils down to a matter of interpreting your organization's own bylaws.  That is something only the members of your organization can do.  Interpreting bylaw provisions is outside the scope of this forum.   State law provisions can also be an issue.  We can probably give you some guidance, but without knowing exactly what the bylaws say about the powers of the board and the EC, we cannot even do that.  I have asked you to quote exactly what your bylaws say in this regard, especially regarding the powers of the EC, but you have declined to do so.  A paraphrase is not sufficient.  Words mean things and we need to see the exact wording in order to give you much more help.  Based on what we have been told, I personally believe the EC, over time, has made a power grab not contemplated by nor permitted by the bylaws, but the Board seems to have acquiesced to that power grab.  It's up to the members of the board to decide whether they are going to reclaim their power.

Perhaps you need the services of a professional parliamentarian who can examine your bylaws and give your personal advice.  Both the National Association of Parliamentarians (NAP) and the American Institute of Parliamentarians (AIP) provide referral services.  Both organizations have websites which you can find with a simple Google search.  The NAP is the larger of the two and also has a full time staff that might be able to help you find someone.   I think we are at a dead end here without knowing what your bylaws say about the powers of the two boards (the EC is a board within a board).

 

[Joshua Katz]

As I said, unless you have some rules (which, from what we've been told, it seems you do not) the EC is simply engaged in a power grab.  What I fail to understand (not just in this instance, but in many) is why the rest of you are going along with it.  Just stop listening, make your motions, and appeal the chair's ruling if necessary.  Rights only exist if you don't let people take them away.  

By the way, how is the EC constituted?  Does the board select EC members?

[theguyontheright]

thank you all so much for your inputs they are very much appreciated...

"By the way, how is the EC constituted?  Does the board select EC members?" - the ec consist of president, vp, secretary, treasurer, and is elected via the nominating committee.

I just have one question - if we are not given the power via our electronic meeting to hold the floor other than what is to be voted upon, how do we obtain that power?  The EC has also blocked/locked down communication between our board members by removing access to the email distribution list of board of directors - meaning only the ec has access to this distribution list.  

 

[Joshua Katz]

24 minutes ago, theguyontheright said:

the ec consist of president, vp, secretary, treasurer, and is elected via the nominating committee.

Wait, what do you mean by "elected via" the nominating committee?

24 minutes ago, theguyontheright said:

I just have one question - if we are not given the power via our electronic meeting to hold the floor other than what is to be voted upon, how do we obtain that power?  The EC has also blocked/locked down communication between our board members by removing access to the email distribution list of board of directors - meaning only the ec has access to this distribution list.  

 

That's partially a technological question, I suppose.  What do your rules say about the conduct of these electronic meetings?  In any case, if a different body than the one meeting is claiming the power to stop you from making motions, raise a point of order.  What do you mean "not given the power" exactly?  Again, it's your meeting.  How exactly are they stopping you from making motions to amend the agenda, etc.?

[Richard Brown]

42 minutes ago, theguyontheright said:

thank you all so much for your inputs they are very much appreciated...

"By the way, how is the EC constituted?  Does the board select EC members?" - the ec consist of president, vp, secretary, treasurer, and is elected via the nominating committee.

 

Huh?  The nominating committee actually elects the members of the EC?   I imagine the nominating committee just makes nominations and then some other body does the electing.  That body is probably either the general membership or the Board.   Are they elected from among the members of the board?  Are there members of the EC who are not board members?   You just aren't giving us the information we need in order to advise you.

Again, we need to know a lot more about this organization's organizational structure.

42 minutes ago, theguyontheright said:

I just have one question - if we are not given the power via our electronic meeting to hold the floor other than what is to be voted upon, how do we obtain that power?  The EC has also blocked/locked down communication between our board members by removing access to the email distribution list of board of directors - meaning only the ec has access to this distribution list.  

A member of the Board obtains the floor and makes a motion, perhaps a motion that the EC doesn't want the board to deal with.  The motion should be immediately seconded.  A member (a BOARD member) who opposes having the board consider the motion makes a point of order (unless the chair does it on his on) that the motion is out of order as the board has no authority to consider it.  The chair then makes a ruling.  His ruling, whatever it is, can be appealed to by any member appealing from the ruling of the chair.  the appeal needs a second.  It is debatable, but under special rules.  The assembly (in this case, the Board) then votes whether to sustain or overturn the ruling of the chair.  It takes a majority vote to overturn the ruling of the chair.  The decision of the assembly is final and sets precedent unless the membership itself reverses the decision of the board.  If there is no appeal, then the ruling of the chair stands.  I suspect, though, since the president is on the EC and is likely one of those who wants to limit the power of the board, he will probably rule that the motion is out of order and you and one other member will have to appeal his ruling.   THAT is how you get the matter resolved, short of a bylaws amendment or going to court or an edict from the general membership.

If you do not have a copy of RONR, I suggest strongly that you get a copy asap.  It's only about $12 from Amazon.   Two other books you might consider are RONR in Brief and Robert's Rules for Dummies by C. Alan Jennings.

Edited to add:  The first two items on the home page are about RONR and RONR in Brief.  http://www.robertsrules.com/

 

Edited April 10, 2018 at 05:01 PM by Richard Brown
Added last paragraph

[theguyontheright]

"A member of the Board obtains the floor and makes a motion, perhaps a motion that the EC doesn't want the board to deal with"

yes I know this, what I'm saying we don't have the opportunity to obtain the floor on the electronic con call

the call is structured in a way that all phone lines are muted, the first order of business is to accept prior meeting minutes

a motion for that is obtained by pressing 4, a second is obtained by the same method

all in favor press 1 all against 2

then we vote on the policies that the EC decides it needs a vote on...motion, second,  allow two minutes talk time to clarify, etc...2 minutes for rebuttal if necessary, vote

the floor is never opened for new business, thus no board of directors can obtain the floor. 

 

[Joshua Katz]

9 minutes ago, theguyontheright said:

the call is structured in a way that all phone lines are muted, the first order of business is to accept prior meeting minutes

 

Suppose a motion is pending and a board member has a question or a point of order.  How do they obtain the floor to do this?  Similarly, how does debate work?

Also, where do these rules for the conduct of your meetings come from?  Why do I suspect they were made up by your EC?

[theguyontheright]

to make a comment we press 4 then speak (allowed 2 minutes), rebuttal/comments by EC, press four again if still have questions, each BOD has 4 minutes of talk time per motion.   And yes they came from the EC.

Board of Directors Meeting Agenda

I.    MEETING CALLED TO ORDER BY PRESIDENT

II.   CALL PROCEDURE REVIEWED BY THE MAESTRO CONFERENCE MODERATOR

III.  QUORUM ESTABLISHED

IV.  FINANCIAL REPORT

V.  VOTING ON MATTERS BEFORE THE BOARD OF DIRECTORS

Using your telephone keypad:

·         Make a motion or second the motion: press 4

·         Voting options: YES press 1.....NO press 2.....ABSTAIN press 3

·         During the discussion portion: Ask a question or make a comment, press 4.....Withdraw your request to speak, press 5

1.       To approve the minutes from prior Board of Directors Meeting:

2.       To approve the next matter before the board...

VI.   OFFICIAL RESULTS OF VOTING ANNOUNCED

VII.  ADJOURNMENT

[Joshua Katz]

Do you have any regular meetings, as in non-electronic?

None of this is acceptable, assuming as usual that the EC made these rules.  For instance, each person has the right to speak twice, the EC is not present as such and certainly does not have the right to speak after every other speaker.  The 2/4 minute time limit would similarly need to be adopted by the board, not imposed by the EC.  Speak to other directors about why this is unacceptable (i.e. do some politics), then press 4 during this "call procedure" talk and raise a point of order, to many things: the so-called meeting procedures, the so-called restriction on making motions (AT YOUR OWN MEETING!), this so-called agenda which has not been adopted by the body meeting, etc.  But first - do your bylaws allow for these electronic meetings at all?

[Guest Who's Coming to Dinner]

It is HIGH TIME that your assembly ("the board") call a special meeting (and that means face-to-face) to review your rules and their enforcement. That is, if you care to take control of the organization rather than cede all power to the benevolent dictators of the Executive Committee. Provision for special meetings, if any, is found in your bylaws.

[theguyontheright]

again I  want to thank all of you for your time...it certainly helped.

[Gary Novosielski]

On 4/10/2018 at 12:17 PM, theguyontheright said:

thank you all so much for your inputs they are very much appreciated...

"By the way, how is the EC constituted?  Does the board select EC members?" - the ec consist of president, vp, secretary, treasurer, and is elected via the nominating committee.

I just have one question - if we are not given the power via our electronic meeting to hold the floor other than what is to be voted upon, how do we obtain that power?  The EC has also blocked/locked down communication between our board members by removing access to the email distribution list of board of directors - meaning only the ec has access to this distribution list.  

 

They may be nominated by the nominating committee, but they'd need to be elected by an election.

[theguyontheright]

here is our bylaws for EC and BOD for a bit more info

ARTICLE VI: EXECUTIVE COUNCIL AND BOARD OF DIRECTORS
Section 1 – Executive Council 
The President, the Vice President, the last Past President continuing to be an active
member of the Club, the Secretary, the Treasurer, the Executive Vice President, if any has 
been named, shall constitute the Executive Council in which the government of the Club 
shall be vested. The Executive Director of the National Office, unless otherwise requested 
by the Executive Council, shall attend its meetings. It shall be responsible for the proper 
conduct of the administrative affairs of the Club, the proper functioning of the several 
committees, and shall insure compliance with these Bylaws. All decisions of the Executive 
Council shall be by a majority vote unless otherwise provided in these Bylaws.
Section 2 – Board of Directors
The elected officers, chairs of the standing committees, last Past President continuing to be 
an active member of the Club, Executive Vice President, if one has been appointed, and the 
Presidents of Regional Clubs in good standing shall constitute the Board of Directors of the 
Club. It shall be the responsibility of the Board of Directors to determine all matters of 
Club policy. The Board of Directors shall insure the proper conduct of the administrative 
affairs of the Club by the Executive Council, the fulfillment of duties by the officers, and 
compliance with these Bylaws. All decisions of the Board of Directors involving major 
policy considerations shall be arrived at by mail, telephonic or electronic canvass of the 
entire Board, to the fullest extent permitted by law. All decisions of the Board of Directors 
to be arrived at by mail, telephonic or electronic canvass shall be by majority vote of the 
Board members voting, to the fullest extent permitted by law. All decisions of the Board of 
Directors at any called meeting of the Board shall be by a majority of the votes cast by 
those members present, to the fullest extent permitted by law. At any meeting of the Board 
of Directors, representation of two thirds of the Chartered Regional Clubs shall constitute 
a quorum, provided that a majority of those Board members (or their duly authorized 
representative) present are not members of the Executive Council. Any Regional Club 
President who gives a proxy to a member of the Regional Club, or to the Zone 
Representative, must do so in writing. The written proxy must be presented to the 
chairperson of the meeting, if requested, in order for the proxy to be valid.

[Joshua Katz]

Well, it seems that not only do the bylaws permit the board to take action without a meeting, they require it.  I don't think anything here, though, lets the EC dictate procedures for board "meetings."  Nor do I think anything here permits the EC to not allow board members to make motions at their own meetings.

[theguyontheright]

so this is what we got from the EC on one of the first con calls for the BOD (notice section VII are different)

Board of Directors Meeting Agenda

I.    MEETING CALLED TO ORDER BY PCA NATIONAL PRESIDENT CAREN COOPER

II.   CALL PROCEDURE REVIEWED BY THE MAESTRO CONFERENCE MODERATOR

III.  QUORUM ESTABLISHED

IV.  FINANCIAL REPORT

V.  VOTING ON MATTERS BEFORE THE BOARD OF DIRECTORS

VI.   CALL PROCEDURE REVIEWED RESULTS OF VOTING

VII.  NEW BUSINESS

VIII.  ADJOURNMENT

then the next meeting it looks like this

Board of Directors Meeting Agenda

I.    MEETING CALLED TO ORDER BY PCA NATIONAL PRESIDENT CAREN COOPER

II.   CALL PROCEDURE REVIEWED BY THE MAESTRO CONFERENCE MODERATOR

III.  QUORUM ESTABLISHED

IV.  FINANCIAL REPORT

V.  VOTING ON MATTERS BEFORE THE BOARD OF DIRECTORS

VI.   OFFICIAL RESULTS OF VOTING ANNOUNCED 

VII.  ADJOURNMENT

Then I when I ask about bringing new motions to the board the EC says I have to go through the EC to do so and just like that the EC tries to make new policy by omissions and everyone is supposed to just play along and now we cannot even bring up new motions at the meetings.

Edited April 12, 2018 at 02:23 AM by theguyontheright