Louise

If special meetings called by the membership are permitted in the bylaws, who decides on the time/date/location of the special meeting? Can members do so (either in the motion at a meeting or in the wording of a petition for a special meeting)? Do the bylaws have to allow members to do so? And if so, is that wise? What if the board can't — or won't — make the arrangements to meet at that specific time or place?

Thanks, all. I will pass on this information to those who will need to address this situation.

We have a situation where our organization had a rather ... dysfunctional ... board for a year. Within this timeframe, the board minutes that were approved include gossip sessions about members and/or employees that the board was not happy with, complete with unfounded or outright false (likely just outright false) allegations about these members and employees. The new secretary is extremely concerned that these minutes pose the risk of a lawsuit for the organization if one of the members who has been "written up" ever reads them (which could happen if they are elected to the board in the future or if they ask to see them at any point); she wants to bury them in a dark pit somewhere or throw them into the flames of Mordor, but of course that's not possible. To make matters worse, there doesn't seem to be much else in the way of actions (motions and decisions) contained in the minutes AND some rather negative actions were taken on the part of the board on account of these false allegations (including the firing of an employee and discipline etc. of other members). Can anything be done with minutes that have already been approved but that contain problematic (and potentially lawsuit-inducing) material?

I apologize for my lack of clarity in my topic. I agree with you completely about members of an organization having a right to attend meetings but not being obligated to do so. Your other advice is also very much appreciated. Thank you.

He has significant responsibilities that he does not appear to be meeting.

Indeed we did. Those members who have used electronic media to attend meetings in the past have generally been "present" (virtually, that is) for the entire meeting, contributing to discussion and voting on decisions. It has worked reasonably well in the past. I like the term "bungee-jumping." Thank you. That president has since resigned, and I don't foresee the current president ever following the practice of texting anyone to call in. I concur with you that this behavior should be neither condoned nor tolerated. There is a bylaw revision in the works; this amendment will ideally be included in that revision.

Clearly. The trouble is that the rest of the board *needs* this member to participate, as it's placing the organization at a certain amount of risk when he refuses to do so. The electronic means were incorporated to allow out-of-country members to still "attend" and take part in board meetings, and it has been used to good effect in that regard. I agree that this "kamikaze" calling-in when texted by the president and then jumping out again, however, should be addressed by some modification to that rule. Our bylaws do address this: "'Present' as used in this section shall include those Directors present by electronic meeting media." Clearly an amendment to the bylaws is in order. I also agree. However, this particular board member clearly doesn't agree with the rest of us, or he would have done so long before now. The general membership would need to be made aware of this dereliction of duty first. Not sure how one would even go about raising that awareness in any sort of official capacity.

Is there anywhere in RONR that indicates that a member has a duty to attend meetings? We have a board member who has attended very few this year. Apparently he is often "on call" in order to be contacted via phone in order to chime in or vote, but is otherwise "too busy" to commit to attending most meetings in person. Our bylaws do allow for attendance at meetings via electronic means, although I expect we certainly didn't intend for it to be used this way. This seems (to me and a few others) to be abusive of that rule. Our bylaws do indicate that if a board member has more than three unexcused absences, his membership on the board may be suspended by the board. I have referenced the "Request to Be Excused from Duty" on pages 289-291, but I can't find anything (so far) in RONR that states that board members are expected to attend meetings, provide reports, etc. It seems extremely obvious that that would be a part of being a board member, but I guess sometimes things have to (apparently) be spelled out for people.

Where I live, the law requires that bylaws of our type of organization be amended by means of previous notice and a 3/4 vote, so you may want to ensure there are no legal requirements regarding bylaw changes for your organization. If there is, then my understanding is that those would reign supreme over both your bylaws and Robert's Rules.

If, however, the cancelling of the meeting on account of the three members who are unable to attend is an attempt on the president's part to control the outcomes of certain votes, the remainder of the board may wish to meet anyway. Not saying that such a situation would ever occur, of course...

Good point. Yes.

Okay, that's good to know also.

I will pass along that idea. Thank you again.

This is good to know. Thank you.

Yes, there is vetting of possible nominations, but not because of legal risks (such as working with children). In the case of a vacancy, the board is permitted to appoint a member to serve as a director until the next AGM.

The bylaws state that no other nominations may be accepted (except those that have been put forward by the Nominating Committee, which includes an interview). Ah. Page 431. Thank you. But how do people know whose name to write and whether they're qualified? Can that be discussed prior to the election?

An organization my friend belongs to has had an interesting situation develop. Its bylaws do not permit nominations from the floor, but only three directors are planning to stand for re-election and there are no new nominations. The bylaws require that there be a minimum of five board members. I've recommended they seek legal advice. Are there any other thoughts as to what they might do? Louise

Perhaps Will doesn't mean that the items in the motions conflict with each other, but instead means that they may create conflict among the members of the organization?

I believe only members of the board are entitled to access the minutes of the board meetings (p. 460, ll. 17-20), unless the board agrees to allow a member of the organization to inspect them (note the word "inspect") or the organization orders the board (via a 2/3 vote) to produce and read the board minutes (p. 487, ll. 13-20). I expect different organizations have their own methods for approving AGM minutes, with some distributing a draft to all members while other read a draft out loud at the next meeting. What does your organization typically do?

While I completely disagree with your punctuation argument(s), I still found your post entertaining...and um...creative (historically speaking).

So is it good to have bylaws allow for cancelling meetings, or is it bad? Or is it none - or both - of the above?