mmpullen

The XC is not considering this an "executive session" and has not used that terminology. They have indicated that minutes will be taken and shared at the Board of Directors' meeting. I believe the members who are most upset may be conflating executive session and closed session to be one and the same. However, the rule does state "closed session".

I have been reading with interest your comments on Restrictions on a Committee, but thought it best to post a new topic. Our organization has a standing rule that says "All meetings of the membership, Board of Directors, Executive Committee and committees are generally open. However, any of the organization's bodies may meet in closed session at its discretion." In over 40 years experience as a member with this organization, there has only been one meeting in which any of the bodies met in closed session and that was some years ago when the Executive Committee (XC) met in closed session for the purpose of discussing how to deal with a very personal and sensitive issue in which one of the newly elected XC members was charged with criminal offenses which occurred outside of the organization but affected the member's eligibility to serve. The XC recently decided that they were going to have a totally closed meeting to deal with a number of fairly routine business matters, none of which were personal or sensitive in nature and are typical of the topics in which open meetings are held. The XC said they could do so because according to the rule they had the discretion to meet in closed session, despite the fact that our custom points to the intent of the rule is to exercise that discretion more judiciously. Questions: Can a point of order be raised at the next Board of Directors meeting after the closed meeting is held or does a continuing breach not apply after the meeting is over? If a continuing breach does not apply after the fact, how can the organization hold the XC to account? If actions are taken at the meeting that are of the nature of a continuing breach are those actions then null and void?

Got it--thanks!

Edited to add: "The additional instructions to the committee would require only a majority vote, per this language from page 177 of RONR: "SUBSEQUENT INSTRUCTIONS. After a question has been referred to a committee and at any time before the committee submits its report, even at another session, the assembly by a majority vote can give the committee additional instructions in reference to the referred question." But if the "additional instructions" are to give the standing committee the "authority to act on matters of a certain class without specific instructions from the assembly" which when creating such a committee seems to require on page 491 previous notice and a two-thirds vote or a vote of a majority of the entire membership, why wouldn't the same vote be required to give that authority to a committee already in existence? Applying the reasoning that these particular "additional instructions" give the committee power usually reserved for the assembly, it doesn't seem to jibe that only a majority vote would suffice. Then, again, we are talking about a committee already in existence and not the creation of a committee which is the concern on page 491.

Our organization has standing committees that must receive approval from the Board/membership in order to carry out any actions. If the membership wants to give power to a standing committee already in existence to act for the assembly without first having to get Board/membership approval, what would be the right way for the membership to go about it and would the action granting power need a 2/3 vote in order to pass?

Not all Board members were present. No one raised a point of order. After reading your post Mr. Brown, IMO the action of appointing the new Treasurer without notice to the Board was a continuing breach based on RONR pg 25, 3-7, 20-24, because the action taken was in violation of a rule protecting absentees. However, if no one raised a point of order, would it be appropriate to let the Treasurer's appointment stand? Then, just so there's no taint of a continuing breach hanging over the new Treasurer's head, should I recommend that notice be given of reaffirming an appointment before the April Board meeting and let the Board reaffirm the new Treasurer's appointment at the April Board meeting? (I know that sounds kind of odd, but would that protect the appointment and the new Treasurer, etc?) I'm thinking that if no one made a point of order at the January Board meeting, then does a continuing breach exist? Does it only exist when the Board agrees that it does? For some reason I'm reminded of the old question::"If a tree fall in the forest and no one is around to hear it, does it make a sound?" But we're talking RONR here, not philosophy.

I think at this point the options are for the Board to leave it like it is with the taint of continuing breach hanging over the appointments, OR if a Board member wants to make a point of order at the next Board meeting and it's upheld, then we go through the appointments again. I think the persons appointed will have a good chance in keeping their appointments even if the second option is pursued. I think the main opposition was to the process and that no one else was given the opportunity to put their name or someone else's forward to be considered. My wish is that everyone understand there was a problem (real and perceived) about how the appointments were done and that they will pay more attention to following the rules in the future--oh, and WORLD PEACE. . .

I do think this smacks of Trumpian politics and that the orchestrators wanted to avoid any opposition.

After the Board meeting several people approached me very concerned about the manner in which the appointments were pushed through which is what prompted me to write to this forum. After reading the RONR section provided by Mr. Mervosh (THANK YOU!) I think that that really got to the heart of the members' concerns. So even if all the RONR gurus don't agree there's a continuing breach based on what I submitted, I think it's difficult to say that there is not one (or two? continuing breaches) based on the RONR section that Mr. Mervosh cited. So, where do we go from here? Are the appointments effective March 1? Does someone need to make a point of order at the next BOD meeting in April? The Bylaws expressly say the BOD appoints XO's to fill unexpired terms., but they also provide for the XC to take action in emergencies. Unfortunately, I think it is some of the XC folks who are being resistant here because it was their plan in the first place.

At our Board meeting last week, the President appointed the Treasurer to chair a committee effective March 1. The Treasurer did not submit his resignation and so the Board did not have one to accept. Our Bylaws expressly prohibit appointing an executive officer to chair a committee: “Except as otherwise provided in these bylaws, the President shall appoint committee chairs. Only League members may serve as committee chairs; however, no executive officer shall be appointed as a committee chair.” After this action, the incumbent Treasurer recommended member T. to fill the Treasurer position and without further adieu, the president asked the Board to approve and the Board appointed member T. to fill the unexpired term of the Treasurer effective March 1. For whatever reason, no one consulted me beforehand, but I suspect it was to railroad this through as only the actors involved knew about this beforehand--Treasurer, member T and President. The Board, for the most part, was completely blindsided as was I, but there are so many new people on the Board and most of them either aren't that interested in the rules or don't know them. No one objected to the actions at the Board meeting. However, after researching it, I believe that both actions constitute a continuing breach because the Bylaws prohibit n executive officer from being appointed as a committee chair and since that was a continuing breach, there was no vacancy in the Treasurer's office for the Board to fill. Bylaws say "An executive office vacancy, except for that of the president, shall be filled by appointment by the Board of Directors, also referred to herein as the Board, for the remainder of the unexpired term." The next Board meeting is not until the middle of April. I have alerted the membership of my concerns and want to offer a solution. If you agree that both actions may constitute a continuing breach I have the following questions: Since the Bylaws state that XO vacancies shall be filled by appointment of the BOD, can the Executive Committee (XC) have a special meeting and accept the resignation or do we have to wait for the Board to accept the resignation? The Board is expressly the only body that can appoint XO vacancies, so can the XC fill XO vacancies? If we have to wait for the Board to accept the resignation at the next meeting in April, what happens to the actions taken last week? Do they take affect on March 1? ,Are the appointments undone only when the Board meets and only if the Board agrees that there were continuing breaches? Please help--this is a mess!