theguyontheright

You nailed in on the conference call bit that is exactly how it works, that's why I posed the question - if I cannot motion the floor during our con calls then how are we to move forward....and the president of the EC is on the side of the EC - again their justification (out of the blue mind you, I had to ask) was that our BOD is too big and that is not an excuse...one day we had this right the next day we didn't

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.

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.

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

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

"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. 

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.  

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.

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.

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.

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.