rights of a member

[bobby101]

First, some background: I have been a member of a volunteer member organization ( a tennis club) for more than 30 years and have served intermittenly for about 10 -12 years as a Director or Officer, including as President during this period. Our custom is that all members can attend Board Meetings. Recently, I have been engaged with the Board over several clear and direct violations of the Club's By-laws by the Club's Board. As might be expected, I have been meeting significant resistance from the Board over these issues. They seem unable to address the facts or unwilling to accept the fact that they have violated the By-laws. The facts are unassailable!  After 9 months of effort- having received no direct response from the Board about these issues, including my sending 4 letters to the Board specifying the issues and the By-laws which have been violated- I was finally granted 10 minutes to present my charges, in person, to the Board. My 10 minute presentation was followed by the quickest adjournment  to a Board meeting that I've ever seen.  So,  a couple of questions: I gave the Board a complete written copy of my presentation/charges. Can I insist that this information be included in the minutes? I'm currently waiting for the Board to respond to my statement in the 10 minute presentation that I'll be attending the next meeting (now 4 days away) and am expecting an official, formal response to my charges at or before that meeting.  What rights do I have as a member to respond to what I fully expect will be a non-responsive rebuttal to my charges or failure to address the violations I have identified? The Board member who is now responsible for the Rules/Regulations and By-laws committee, someone newly elected and appointed to this job, has reviewed the material and written a strong letter to the Board supporting my claims and affirming that these violations did take place. His predecessor on this committee, his views and personal involvement(including a very strained relationship with one of our members denied his rights under our By-laws)  were key parts of why we're facing this situation. Frankly, one of the biggest problems we face is the Board's lack of familiarity with our By-laws and a commensurate disinterest in reading how they apply to the situation(s). Part of the Board's response that I expect will be that one of the members denied his rights is no longer interested in pursuing the issue. i won't go into how certain members of the Board have intimidated him to get to this this point. But, since I as a member of the Club have brought these charges against the Board, am I correct in my view that I am the one who merits an answer?  I won't go into the personal attacks directed at me that the Board has made--that's always easier for them than answering charges. i 'm just looking for some objective outside opinions according to your understanding of Roberts' Rules as they apply. Thanks for your time in working your way through this; I'd appreciate hearing your thoughts. 4 days to go.  Bob Simons

[Dan Honemann]

If the rules in RONR are controlling, and if you are not a member of the board, you have no rights at any of the board's meetings, and no right to insist that your presentation/charges be included in its minutes.

[Chris Harrison]

Agreeing with Mr. Honemann I would also suggest you take your concerns to the General Membership where you actually have some rights and maybe can get something done.

[Guest Bob Simons]

First of all, my thanks to all of you for taking the time to review my concerns and respond to my questions. While I'm not particularly happy with your answers, I accept them. It appears from the responses I've received that a regular, ordinary member like me has no right to address the Board on these important issues or even to speak at Board meetings. Is this correct?  I know that when I was President we welcomed members who had concerns to our Board meetings, permitted them to speak, and in no way tried to stifle or ignore the membership's concerns, especially about anything as serious as violations of the club's By-laws by the Board who is supposed to understand and follow them. Exactly what rights do I have generally and specifically here? Another question is: If my presentation to the Board is mentioned in the next meeting, I assume whatever discussion follows (if it is permitted) can be included in the official minutes; is that so?  Our By-laws give any member the right to petition and call for a Special meeting of the membership to address issues like this-a 10% quorom of the membership must sign this petition.  Eleven years ago, we had a similar problem where the Board violated the By-laws and gave another serving Board member a direct financial benefit. It took about 4 months to finally resolve the issue. As you might expect, this kind of process roiled the Club and there are still bad feelings among some of the members today. I had hoped to avoid this kind of confrontation by giving the Board the chance to address these issues quietly but this has not happened. The President has conceded in one of the cases that the individual was not given due process as guaranteed in our By-laws but there have been no steps taken to remedy the situation. While I am fully prepared and equipped to contact our entire 420 active senior members. I am sincerely trying to avoid this kind of action which, if taken, in my view will result in the same kind of situation as 11 years ago. Like your thought. Thanks again. Bob

[sMargaret]

You will need to read your bylaws, specifically, to answer some of your questions. 

 

 

It appears from the responses I've received that a regular, ordinary member like me has no right to address the Board on these important issues or even to speak at Board meetings. 

 

Not unless your bylaws give you that right.

 

 

I know that when I was President we welcomed members who had concerns to our Board meetings, permitted them to speak, and in no way tried to stifle or ignore the membership's concerns, especially about anything as serious as violations of the club's By-laws by the Board who is supposed to understand and follow them. 

That's nice, but not relevant.

 

 

Another question is: If my presentation to the Board is mentioned in the next meeting, I assume whatever discussion follows (if it is permitted) can be included in the official minutes; is that so?  

According to RONR, minutes should include actions taken, not discussion. Any discussion noted in the minutes isn't done by someone following RONR (which is quite possible).

 

 

Our By-laws give any member the right to petition and call for a Special meeting of the membership to address issues like this-a 10% quorom of the membership must sign this petition.  Eleven years ago, we had a similar problem where the Board violated the By-laws and gave another serving Board member a direct financial benefit. It took about 4 months to finally resolve the issue. As you might expect, this kind of process roiled the Club and there are still bad feelings among some of the members today. I had hoped to avoid this kind of confrontation by giving the Board the chance to address these issues quietly but this has not happened. The President has conceded in one of the cases that the individual was not given due process as guaranteed in our By-laws but there have been no steps taken to remedy the situation. While I am fully prepared and equipped to contact our entire 420 active senior members. I am sincerely trying to avoid this kind of action which, if taken, in my view will result in the same kind of situation as 11 years ago. Like your thought. Thanks again. Bob

Do you also have general membership meetings? If so, take your concerns (and fellow voters) there. If not, then hold the special meeting. 

 

Another option is to elect a new board, when the time comes for re-election, and deal with the issues then.

[Josh Martin]

It appears from the responses I've received that a regular, ordinary member like me has no right to address the Board on these important issues or even to speak at Board meetings. Is this correct? 

 

Yes, unless your rules provide otherwise.

 

Exactly what rights do I have generally and specifically here?

 

At a board meeting, you have no rights, unless your rules provide otherwise. At a meeting of the general membership, you have all the rights of membership.

 

Another question is: If my presentation to the Board is mentioned in the next meeting, I assume whatever discussion follows (if it is permitted) can be included in the official minutes; is that so?  

 

No. The minutes are a record of what was done, not what was said. Unless some motion is made in regard to your presentation, there should be no mention of this in the minutes.

 

Our By-laws give any member the right to petition and call for a Special meeting of the membership to address issues like this-a 10% quorom of the membership must sign this petition.  Eleven years ago, we had a similar problem where the Board violated the By-laws and gave another serving Board member a direct financial benefit. It took about 4 months to finally resolve the issue. As you might expect, this kind of process roiled the Club and there are still bad feelings among some of the members today. I had hoped to avoid this kind of confrontation by giving the Board the chance to address these issues quietly but this has not happened. The President has conceded in one of the cases that the individual was not given due process as guaranteed in our By-laws but there have been no steps taken to remedy the situation. While I am fully prepared and equipped to contact our entire 420 active senior members. I am sincerely trying to avoid this kind of action which, if taken, in my view will result in the same kind of situation as 11 years ago.

 

Well, that's very kind of you to try and give the board a graceful way out of the mess they've created, but if they're not interested in taking it, you may need to go with a less graceful solution.

 

Another option is to elect a new board, when the time comes for re-election, and deal with the issues then.

 

Or if you don't feel like waiting that long, there's FAQ #20.

[bobby101]

This is a related question to this topic (rights of a member) which I raised almost 3 months ago. According to our by-laws, the club secretary has the responsibility "to keep the minutes of all meetings of the club and to post them monthly on the bulletin board." Doesn't this mean that any member has the right to read and review the minutes?

[jstackpo]

Sure sounds that way.

[Chris Harrison]

I'm not sure if you are asking if what the bylaws say is merely reaffirming what RONR says but p. 460 ll. 13-17 does say one of the Secretary's duties is to make the minutes available to members "at a reasonable time and place." However, that passage doesn't give someone who is a nonmember (of the Board) the right to examine Board minutes.  So, if your question is whether the bylaws mean the Board minutes must be posted on the bulletin board alongside minutes of the General Membership so anyone can see them that will be something you all will have to determine. 

[Edgar Guest]

 "to keep the minutes of all meetings of the club and to post them monthly on the bulletin board." 

 

If you're referring to the minutes of board meetings your club will have to decide whether "all meetings of the club" includes all meetings of the board (as Mr. Novosielski suggested).

[Richard Brown]

This is a related question to this topic (rights of a member) which I raised almost 3 months ago. According to our by-laws, the club secretary has the responsibility "to keep the minutes of all meetings of the club and to post them monthly on the bulletin board." Doesn't this mean that any member has the right to read and review the minutes?

 

Well, I don't know if that it means that all minutes have to be kept on the bulletin board forever.... that could require an awfully big bulletin board.... but page 459 of RONR makes it plain that the secretary shall "make the minutes and records available to members upon request".    Page 460 says essentially the same thing.  I think those sections answer your question.

 

Edited to add:  If you are referring to minutes of BOARD meetings, rather than meetings of the general membership, you may (or may not) have that right.  However, even if those minutes are not available to non-board members because your board meets in executive session or for some other reason, you can be given special permission to inspect them.  Your bylaws may contain a provision re inspection of the minutes.

 

What has been the custom of your organization regarding the right of members to review the minutes?  What about posting board minutes?  Do they normally get posted, too?  If so, that would indicate to me that they are not considered confidential.

[bobby101]

Mr. Brown: No, they are posted monthly ( not always in a timely fashion) and generally left on the bulletin for the entire season (March thru September) and then kept by the club secretary. And, while I understand your comment about forever, for a lot of reasons, in my view, it's a good idea to keep a record of the club's minutes for reference. I know when I worked on our club's Centennial history book a few years ago, the minutes going back more than 50 years provided some great historical perspective. And these minutes have also been effective in refuting some claims by our officers who make statements about the club that are untrue. To your"edited to add" comment, I am referring to the minutes of Board meetings which is what the by-law states are to be posted. The only time we run into a problem is when the board does something at a board meeting and a member inquires about it and the board doesn't want to give the member access. Posting them, per our by-laws addresses this. I think our by-law as I've stated above clearly gives our members the right to read the minutes of all meetings, including board meetings. Our custom has been for posting the minutes and the members having access to the minutes as they are posted. The problem occasionally occurs when the board takes action contrary to our by-laws and they want to restrict access by the person/people trying to understand the why of the board's illegal action. bobby101

[Richard Brown]

 I am referring to the minutes of Board meetings which is what the by-law states are to be posted. The only time we run into a problem is when the board does something at a board meeting and a member inquires about it and the board doesn't want to give the member access. Posting them, per our by-laws addresses this. I think our by-law as I've stated above clearly gives our members the right to read the minutes of all meetings, including board meetings. Our custom has been for posting the minutes and the members having access to the minutes as they are posted. The problem occasionally occurs when the board takes action contrary to our by-laws and they want to restrict access by the person/people trying to understand the why of the board's illegal action. bobby101

 

Based on your comments that I quoted, I think your club has, at a minimum, established a custom (or precedent) of not treating the board minutes as confidential and instead allowing regular members access to them.  If the bylaws contain a provision stating that board minutes shall be posted, that adds weight to your argument that the board minutes are not confidential and that all members should have access to them.

 

btw, my statement that I don't think the minutes should remain posted on the bulletin board forever does not mean that the minutes should not be retained forever... or at least for the life of the club.  They should be.  I just meant that as a practical matter it might take an incredibly large bulletin board for all of the minutes to remain posted on the bulletin board forever.  I thought that was obvious, but maybe it wasn't.  :-)

[Edgar Guest]

I think our by-law as I've stated above clearly gives our members the right to read the minutes of all meetings, including board meetings.

 

And I think one could very reasonably argue that meetings of the board are not meetings of the club and the bylaws (as quoted) refer to meetings of the club.

[Richard Brown]

 I am referring to the minutes of Board meetings which is what the by-law states are to be posted.

 

And I think one could very reasonably argue that meetings of the board are not meetings of the club and the bylaws (as quoted) refer to meetings of the club.

 

Even in light of the bylaw provision that Bobby referred to above?  If the bylaws say that board meetings shall be posted, that seems pretty clear to me.

[Edgar Guest]

If the bylaws say that board meetings shall be posted, that seems pretty clear to me.

 

That would seem pretty clear to me too. But is that what the bylaws say?

 

I may have missed something but the only quoted text of the bylaws that I've seen is that the club secretary has the responsibility "to keep the minutes of all meetings of the club and to post them monthly on the bulletin board."

 

I'm just saying that one could reasonably interpret "meetings of the club" to not include meetings of the board.

[bobby101]

Mr. Guest: If this were a debating club, I'm sure someone could argue your approach that meetings of the club do not necessarily include meetings of the board. However, practically speaking, the only monthly meetings of the club are the board meetings and I think from my readings of the history of our club and the precedents established over our 103 year history that the intention is that the board meeting minutes should be available to the members. I understand the point you're making--I just disagree with it. Thank you and Mr. Brown for responding, as you always do. bobby101

[Gary Novosielski]

This is a related question to this topic (rights of a member) which I raised almost 3 months ago. According to our by-laws, the club secretary has the responsibility "to keep the minutes of all meetings of the club and to post them monthly on the bulletin board." Doesn't this mean that any member has the right to read and review the minutes?

 

It depends.  Do all members have the right to read the web site?

 

And I am fairly sure that meetings of the club do not include meetings of the board, since the board is not the club.

[Josh Martin]

And I am fairly sure that meetings of the club do not include meetings of the board, since the board is not the club.

 

I would ordinarily agree, but I believe Mr. Simon's point is that because the rule says that the minutes are posted "monthly" and the general membership does not actually meet that often (if I recall correctly, it meets annually), the rule doesn't make a whole lot of sense if it is meant to apply to the membership alone. So it would seem to me that the rule is ambiguous and the society's interpretation (that it refers to the minutes of the board and membership) is a reasonable one.