Shawn

Our bylaws require notice of regular board meetings to all members of the booster club so the members can attend. The bylaws allow us to restrict participation of members at the board meeting.

Our bylaws note that Regular Board meetings may be called by the President or a majority of the Board. Notice of the agenda and meeting should be posted no less than 48 hours before a meeting. There have been several occasions where the President has held a meeting with the entire Board present but did not notice the meeting to the Booster Club membership. The President and Secretary insist no notice or minutes needed at some of these meetings since they are working sessions. The differentiate working sessions since we may be discussing an upcoming Booster Club event that we need to prepare for, etc. They believe as long as we are not passing motions etc then it is not considered a Board meeting. I feel that any gathering of the majority of the Board in which a quorum is present and we discuss Booster issues is considered a board meeting. What are your thoughts?

Thank you all.

Also our bylaws do not note a certain date or time for a board meeting. It just notes to hold an advisory board meeting each month.

4 minutes ago, Guest Who's Coming to Dinner said:

Your regular board meeting is the one established in the bylaws or by motion or resolution. The Committee Chair meeting is not a board meeting unless some commensurate rule of yours says it is.

But the board is the one calling for the meeting. We send email to all committee chairs advising them we are having a committee chair meeting on a certain date at a certain time and for them to report out on what is going on in their areas.

Each month our board holds a board meeting in which the only parties present are board members. We then hold another meeting which they call a Committee Chair meeting in which the Chairpersons of our various meetings attend so we can get updates from them on their various areas. Tonight we have our meeting with the Commitee Chairs in attendance. A board member asked is this a board meeting or a committee chair meeting. I said they are one in the same and that motions can be presented if needed. Another board member chimed in and said no it is not a board meeting it is a committee chair meeting. Is there a difference?

We are a small board, total of 6 members including the President. If a 2/3 vote is required on a particular issue, do we figure the President in the count? For example, 2/3 of 6 people would be 4 but if we do not count the President then it would only be 3 votes (2/3 of 5 people).

40 minutes ago, Joshua Katz said:

The member can move to amend the agenda, which is a motion to amend something previously adopted and requires a 2/3 vote or a majority of the entire membership. Alternatively, he could move to amend the agenda before it is adopted, to add his business item, which will require only a majority vote. Or, if your board meets quarterly or more often, RONR recommends against adopting an agenda in the first place.

We meet monthly. We were thinking about adopting an agenda because we found too often that we would go off topic and not get to items listed on our agenda. I realize that is more of an issue with the Chair not keeping order. Someone mentioned adopting agenda.

If we adopt an agenda at the beginning of the meeting, can a board member add an agenda item after all agenda topics are addressed? For example, on our upcoming agenda we have a few old business items listed and two New Business items listed. After the two business items the next item on the agenda is Adjournment. After we address the two New Business items can someone make a make a Motion on something that went to move?

What would be Considered a Committee of the whole? Is that our Board?

1 minute ago, Joshua Katz said:

RONR discusses the hierarchy of rules. Applicable procedural laws sit at the top, then your constitution/bylaws, then special rules of order, and then RONR, followed by standing rules. In the event of a conflict, the higher rule governs. So if the bylaws allow for voting without a meeting, voting is allowed without a meeting. That RONR defines a deliberative assembly as people able to hear each other might suggest that this isn't the best idea, but it doesn't prevent an organization from doing so. What's less certain is what your bylaws actually do, though.

As I mentioned, I'm a part of several organizations which allow for asynchronous voting without a meeting. For example, in one, we had (I'm no longer a member) a 21 person board. To make a motion required 3 "cosponsors." Once made, voting was open for 10 days or until everyone had voted, during which time a person could change his vote. 

I went on the site you recommended and found a local Parliamentarian. I will reach out to her tomorrow. Do they typically charge for their service/advice?

4 minutes ago, Richard Brown said:

Oh, I disagree.  You absolutely can have voting without a meeting.  It can be done via regular snail mail (as many large organizations do for electing officers) and via email as is becoming more common.  Ideally, there should be an opportunity to  somehow discuss a pending motion, but it absolutely is not required unless by the organization's own rules.

4 minutes ago, Richard Brown said:

Oh, I disagree.  You absolutely can have voting without a meeting.  It can be done via regular snail mail (as many large organizations do for electing officers) and via email as is becoming more common.  Ideally, there should be an opportunity to  somehow discuss a pending motion, but it absolutely is not required unless by the organization's own rules.

I totally agree these By-Laws are seriously lacking in so many areas but the organization does not have the funds to afford legal counsel to re-write. I will reach out to a professional parliamentarian as suggested to see if the can assist. However, I am confused on the response that voting can occur without a meeting. In order for a vote to occur there must be a motion put forth, I assume. Don't you need to have a meeting in order for a motion to be presented? I would assume a meeting is in person or electronic. If so, RONR notes that it is critical for aural communication to occur. The current process that we are following for these emergency votes lacks both a personal meeting, or an electronic meeting. There is no voice to voice discussion. Just text messages.

4 minutes ago, Joshua Katz said:

Well...not exactly true, but I'll allow it 😉 You know your organization better than I do. I just really have strong opinions about not turning meetings into lessons on parliamentary procedure.

Edited to add: If the problem is that the chair lacks knowledge, one helpful approach might be to approach the chair outside the meeting context. People tend to be more open to conversations if they're not feeling on the spot, and they are not embarrassed in front of others. During that private discussion, you could go over how to be more efficient, offer to preside at one meeting to demonstrate efficient procedure, whatever you find helpful.

I will definitely do so, thanks for the advice.

10 minutes ago, Joshua Katz said:

I agree. I'm not sure what to do in the context of this bylaw, though:

It says "voting may be captured" rather than directly saying to hold a meeting. But then it says standard meeting and voting rules apply. But then it gives examples which do not include the fundamental elements of a meeting. I think the organization (at a real meeting) needs to decide what this means, whether it is allowing asynchronous voting, or electronic meetings, and what is to be done. My personal opinion is that it is best read as calling for an electronic meeting, not a free-standing vote.

I agree Joshua. The verbiage is very confusing and appears to be addressing an electronic meeting. You can not have voting without a meeting. Since the verbiage is open to interruption and our by-laws clearly state we will follow Roberts Rules of Order, I would think we should defer to RONR which notes the importance of aural communication. I will definitely bring this up at our next meeting an make a motion that we read this as an electronic meeting.

13 minutes ago, Gary Novosielski said:

I agree.  Aural communication and an opportunity for debate are essential to the nature of a deliberative assembly.

Thank you.

6 minutes ago, Joshua Katz said:

Rather than an agenda item to discuss RONR, why not just respond to interruptions by saying "Mr. Chairman, do I have the floor?" If the meetings are running long, the board could adopt a special rule of order to prohibit debate without a motion. As noted, most here think debate without a motion works just fine for small boards, but acknowledge that in some organizations, it becomes a problem. Personally, I think it's always a bad idea.

Unfortunately, the Chairman has never run a board before and has little knowledge of RONR as well as almost all the board members. I had some basic knowledge but decided to get the book to better educate and hopefully educate my fellow board members so we can make our meetings more productive. We spend more time arguing over what the board needs to vote on and does not need to vote on. Like the committee example I noted earlier. President thinks committees over an area have full control and my position is the Board provides the oversight. I should never be prohibited from bringing forth a motion unless it clearly goes against some by-law.

1 minute ago, Richard Brown said:

Based on that statement, I woud agree with Mr. Katz that your board should probably tighten things up a bit.  If you don't have RONR, which is almost 800 pages and costs about $12 or $13 on Amazon, I would encourage you to get a copy of RONR in Brief.  It's about $7.50 on Amazon and in bookstores.  It is by the same authorship team as RONR, but gives you the bare bones basics of how to properly conduct a meeting, make motions, etc.  It may be perfect for members of your board.  http://www.robertsrules.com/inbrief.html

If you want something a little more advanced but easier to understand than RONR, I would suggest Robert's Rules For Dummies by C. Alan Jennings.  It is not intended to be adopted as a parliamentary authority, but is rather a book about RONR and can be a great help in understanding it.  

Yes, I recently purchased the RONR 800 page copy. Some areas a little challenging to understand which is why I am reaching out on this forum. I really appreciate all this insight.

Ok guys, my last question of the night. Again thanks for all that have been answering my posts, it is greatly appreciated.

I am on a small board for a booster organization for our school music program. Under Article VII Administration it notes the following:

"If a voting event is required and is needed as an emergency or is time sensitive in such a manner it can not wait for the next board meeting; voting may be captured in an electronic medium. Standard meeting and voting rules still apply (identifying quorum, documenting in the minutes, etc.).'

In the past few months, we have had at least three occasions an emergency vote was called for an unexpected expense that needed to be funded. The President is sending out a text message and states that an emergency vote is needed. She notes the issue and then asks who is present. People are then texting back they are available. She then asks for a motion and a second then puts it out for a vote. I have expressed concerns over the lack of ability for the issue to be discussed so we can hear debate, etc. However, Secretary feels how we are handling via text is appropriate and within the by-law I noted. However, in my reading of the 11th edition of Roberts Rules, it appears to indicate that aural communication is essential in order to have an electronic meeting. My takeaway is that at minimum these emergency meetings should be held via conference call not a text message. What are your thoughts?

1 minute ago, Richard Brown said:

I agree with Mr. Katz that you should study your bylaws carefully for controlling provisions on this.  It would be unusual for bylaws to mention different committees, officials and directors without saying anything about how those positions are filled. However, if your bylaws are truly silent, then the board (or the general membership) quite likely has the authority to adopt procedures for these appointments.  Do you also have a general membership, or just this board? 

Unless your bylaws provide otherwise, committees and committee chairs are subservient to the board and/or the membership as the parent body and are subject to the orders and control of the parent body.  Committees (and committee chairs) have only such authority as they are granted by the bylaws or by the parent body.

I agree with Mr. Katz that you should review your bylaws very carefully to see if these issues are in fact addressed in the bylaws or perhaps in previously adopted rules.... all of which should be available for inspection by the members. 

 

There is no mention at all on how Chairpersons are filled other than the various Board members may request a Chairperson for several areas that they oversee.

The Presidents duties are:

Preside over Board and general meetinsg

Serve as an ex officio member on all committees

Select members to serve organization as needed.

Work in close cooperation with the music directors

Represent the booster organization in dealing with the school and committee

42 minutes ago, Joshua Katz said:

This is a bylaw interpretation question and would require reviewing the entirety of the bylaws to answer. Your organization will need to sort it out via points of order and appeals. I have no opinion because of all the possibilities. If your organization is unable to resolve it and needs assistance, you'll need to hire a parliamentarian who can advise you, but ultimately your organization will still need to decide. The National Association of Parliamentarians and the American Institute of Parliamentarians both have referral services.

The only other mentions of committees or chairpersons in our bylaws are as follows:

Under General Powers:

The Board shall establish service committees based upon areas of need as determined by the band directors.

Chairpersons of those committees will serve as a coordinating board for the purposes of communication and recruitment, and shall be comprised of all committee chairpersons. The Board shall coordinate all Board activities.

Under Policies it notes the Board shall provide periodic reviews of committee or Chairpersons to ensure they are completing activities or job functions as defined in the by-laws or other official descriptions.

Under Funds section

The Chairperson of each fundraising activity as advised by the Treasurer and or Financial  Secretary, will be responsible for the collection of all related revenue, the maintenance of accurate records, and the submission of the same to the Treasurer.

Under Executive Board Section:

Each board member will hold a respective chairpersons meeting before the board meeting to gather report items.

There are no other references to committees or chairpersons in our by-laws. Our by-laws are only 8 pages.

Thank you all for your response. One of the reasons I wanted to bring up Robert Rules of Order is because our meetings are getting way too long. There are constant interruptions. If I add an agenda item and am speaking it is not uncommon for constant interruptions with questions, etc.

As far as agenda items, we have yet to officially adopt an agenda once it has been passed out but typically follow Reading of Minutes, Reports of Officers, Old Business, New Business and specific topics Board members asked to be added.

I am on a small board that is a booster for a school music program. Our By-Laws note that Chairpersons will assist the elected board with operation of the organization. It notes Chairperson positions will report under a board member then goes on to list the different areas each board member is responsible. For example:

Vice President of Fundraising has Hospitality under its area of responsibility. The bylaws note, the VP of Fundraising:

i. may request appointment for a Hospitality Chairperson

ii. Administrate the yearly pre-school music picnic

iii. Coordinate concessions stands for event held at school

iv. Organize volunteers to prepare refreshments at special events as requested by the Board.

When the VP of Fundraising recently nominated someone for Chairperson I mentioned that the board needs to vote. I was told by the President that a vote is not required. It is up to the President and the Music Directors to decide whether to accept and approve the nomination. I see no mention of this process in the By-Laws or any other document. Should the Board have voted?

Also, the President has taken a position that these Chairpersons for various oversight areas are basically committee chairpersons and do not need to get board approval for items. For example, we have a competition coming up and at a board meeting we were presented with a document outlining  all the costs and noting what we should charge each student. I made a motion to include additional items and change the cost of the ticket. I was interrupted by the Secretary noting this is not something the Board votes on. He said the committee makes that decision which is basically the one committee chairperson. My position is that committees do the leg work but board has every right to propose changes, etc. Am I correct?

I am on a small board that serves as a booster for a school music program. Prior to Board meetings the Secretary sends an email asking if there are any agenda topics which we would like to include. Many times the Agenda topics submitted are more of brainstorming/discussion items that may or may not result in a motion being put before the board. For example, lets say I want to add Robert Rules of Order as an agenda item just so I can educate my fellow board members on what I've learned from the 11th edition. Can I have that as an agenda item and when Chair recognizes me just speak to clarify some things that we may not have been following? I would not be presenting a motion. Or perhaps someone wants to bring up an event that is coming up and wants to just have board discuss all the things we need to have prepared for the event to make sure we are not missing anything. How do we handle these type of issues on a Board.