Tomm

On 9/14/2021 at 1:34 PM, Atul Kapur said:

Was this a meeting of the board or the general membership?

It was a meeting of the Board where the General Membership is allowed to attend.

On 9/14/2021 at 1:34 PM, Atul Kapur said:

If the former, then the general membership has no right to speak or ask questions, under RONR. Your governing documents may give them that right.

The Bylaws allow Member comment during Board meetings in 2 places.

On 9/14/2021 at 1:34 PM, Atul Kapur said:

Is there a place in your board's order of business for questions from the membership?

Two places. The General Membership in attendance can comment on agenda items (those motions that will be offered) but only before the Chair states the motion.  And there is a second Member Comment section allowed at the end of the meeting where Members can comment on anything. 

On 9/13/2021 at 3:46 PM, Josh Martin said:

The chair may declare a meeting adjourned without a vote (or unanimous consent) only in the following circumstances:

• When the assembly has previously established a time for adjournment and that time is reached.
• When the assembly has completed its full order of business and, when the chair asks if there is any further business, no member responds.
• When there is an emergency (such as a fire) and it would endanger the members' safety to take the time for a motion and vote.

So I'm assuming the flat answer is NO?

There was no previous time set for adjournment.

The order of business was not completed.

There was no emergency!

The Board Chair simply did not want to answer controversial questions and accusation that were about to asked from the general membership who were in attendance! 

On 9/13/2021 at 3:40 PM, Atul Kapur said:

I doubt it. For one thing, did they issue a call, state the purpose of the meeting in that call, and post it on the xxxx website? These things would be required for it to be a properly called meeting. 

My concern is that they already held the regular meeting at 9 am then almost immediately adjourned it. Would any other meeting that took place that same day be considered the regular meeting or a Special Session because the regular meeting already took place?

Got ya on the link!!! My bad!

Can the Chair (in a small board) simply call the meeting adjourned without making a motion or asking for a vote?

This is what the Bylaws say about regular meetings of the Board:

"Board meetings will generally be held on the second Monday and last Thursday of the month at 9am in the  Auditorium, except the months of July and August when no Board meetings are held. Board meetings may occur earlier in the month during November and December due to the holidays. Board meeting schedules will be posted in  Facilities and/or published in the newsletter  and/or on the website"

Today's meeting was going to be very confrontational between the Members and the Board and everybody knew it. In fact, two plain clothed members of the sheriff's dept. were even called in!

Here's what happened today; the meeting started at 9 am, had the pledge of allegiance, then swore in a replacement Director (for the one they controversially dismissed), allegedly saw someone in the audience hold up a protest sign, Chair said "I said no signs allowed" and gaveled the meeting adjourned and they all left the stage!!

Question: If they were have gathered someplace else that same day and conducted the planned business that was on the agenda, would that be considered a Special Session because the regularly scheduled meeting had arguably occurred?     

Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website.  Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.

On 9/12/2021 at 2:18 PM, Daniel H. Honemann said:

Do the bylaws say it has this power?

Yup! Thanks

Can a Board write a Bylaw that only allows them to hold electronic meetings or must they comply with the Bylaws as they affect the entire general membership where they are currently not allowed or provided for?  

If a member is disciplined during executive session I understand that the cause, possible crime or accusations are to be kept in secret. That secrecy, as I understand it, protects the accused from ridicule, embarrassment and any other possible repercussions, but if the accused person is willing to allow the charges to be known, can those reasons be made public?  

On 9/8/2021 at 9:47 AM, Daniel H. Honemann said:

What do the bylaws say is required for the membership to amend the bylaws?

I'd love to send you the documents but fear that they are just too long (but they are online). 

Let's just say that there hasn't been an annual general membership meeting since 2009 because the quorum requirement is so high. I guess that means that most members are simply, fat, dumb, and happy with the way things are running? 

On 9/8/2021 at 4:48 AM, Daniel H. Honemann said:

So returning to the original question, it now appears necessary to determine whether the provision in the bylaws relating to the organization's parliamentary authority is one which was adopted by the membership or by the board. If the former, I gather that the board can't change it.

It's my understanding that although the corporation was established back sometime in the 1960's, RONR was only adopted as the corporations parliamentary authority by the board when a few years ago they became regulated under Arizona Revised Statutes, Title 10 (rather than Title 33) and adopted the open meeting concept.

If I told you what was required for the Membership to propose or amend a Bylaw your head would explode! 

3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation.

4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.

On 9/7/2021 at 2:14 PM, Josh Martin said:

But perhaps I misunderstood and the board is simply making a proposal to the membership.

You did not. The Articles of Incorporation gives full power to the board of directors to adopt, amend, revise, and revoke the Bylaws, however, if a conflict occurs between the board and the members, the members shall prevail!

And if RONR is the parliamentary authority, then doesn't that automatically allow for the creation of special rules of order?

The agenda just came out for the next meeting of the Board. They are going to make a motion changing that they "Shall" be governed under RONR to "may" be governed!

 Once I stopped puking and got my eyes to stop bleeding...

I don't know which genius member of the board will determine which rules should follow RONR and which ones wouldn't?

Any advise as to what can be said to this rogue board to at least try and convince some board members from voting this down? 

On 9/4/2021 at 10:40 AM, Weldon Merritt said:

The board can't do that in the first place, unless the bylaws give them that authority. Whatever process is specified in the bylaws for amending them must be followed.

It's worse than just being a Bylaw, it's in the Articles of Incorporation!!!!

"3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation."

"4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." 

Two points:

First the Bylaws make it very difficult for the general membership to challenge any of their decisions.

Second, item 4 states "In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail."  but it doesn't appear that the Members can challenge the adoption of a new Bylaw as stated in item 3? Is that how you would read it?

Bottom line: We're screwed!

On 9/1/2021 at 6:57 PM, Gary Novosielski said:

If the call of the meeting did not specify any business to be conducted but was otherwise properly called, would this not permit business improperly conducted to be later ratified?   

To reinforce Mr. Honemann and Mr. Merritt's response, I don't believe the meeting was properly called, therefore the meeting was null and void as if it never happened. The bylaws state:

"Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."

10:54 says "action taken at a special meeting with regard to business not mentioned in the call of that meeting"

Is that assuming that the business was additional business other than the business that the special meeting was originally called for?  

If the special meeting was initially called without specifying any reason at all, and a motion was acted on and passed, could that action be ratified or would the initial meeting simply be considered null and void?   

On 8/29/2021 at 2:16 PM, Guest Zev said:

Is it possible for one of the commanders to temporarily change his department affiliation?

Department affiliations are based on the geographical location across the States. Can't change Departments unless he moves but there are already Department Commanders within those locations! 

I think Mr. Martin had the only logical remedy! It will be interesting to see how it shakes out! Let the "brains" on the National Executive Committee figure it out, they allowed it to happen!

On 8/29/2021 at 5:49 AM, Josh Martin said:

If neither is willing to resign, it would seem to me the next step would be for the electing body to determine who gets to keep the seat. In this case, however, it seems that the electing body was the national convention, and the error was not caught until the convention had adjourned sine die. Since the convention presumably will not be meeting again for a year or more, that doesn't seem like a practical solution. As a result, I think the next step would be for the national board to determine who gets to keep the position.

Thanks. You are correct about being at a national convention. I agree that the next best solution is a determination by the national executive committee.

On 8/28/2021 at 6:39 PM, Rob Elsman said:

how is it decided which one can stand for election?

I have no idea how it happened but it apparently it did! Is there a method to reconcile a situation like this or is one required to simply resign from one of the positions?

Our veterans organization has a bylaw that states, "No two (2) National District Commanders or National Trustees shall be from the same Department."

It just so happened that at last weekends National Convention 2 National District Commanders from the same Department were elected.

Is there a remedy for this?

3 hours ago, Atul Kapur said:

As I recall, you were given advice on another thread recommending that the motion should not be to "remand" the dismissal (I believe you mean "rescind") but rather a motion along the lines that it was null and void.

Of course you are correct. Guest Zev said, "your dismissal of director so-and-so is null and void and hereby countermanded." 

2 hours ago, Guest Zev said:

The thing that bothers me about this thread is that the real question may have something to do with the nature of the act performed by the board.

The board called a special meeting and dismissed another board member. There was no mention of the purpose/business that was to be transacted in that meeting, simply a time and place and we, the Members, understand that because of that, that meeting was null and void... never happened! (RONR 9:13, 9:15)

There's nothing the Articles or Bylaws that would indicate the board is superior to the Membership. The Articles, however, do say that if there's a disagreement in a decision the Membership will prevail, which tells me the Membership has upper hand!

We fear that a motion that the dismissal of the director be remanded will be called out of order!

2 hours ago, Josh Martin said:

Yes, that's what the appeal does. An appeal places the question in the hands of the membership. The membership is who an appeal is made to. The chair doesn't rule on the appeal of his own decision. That would be rather silly.

I'll have to read up on that!!! I thought the chair made the ruling?

So if I appeal the decision of the chair and get a second, it automatically goes to the Membership for a vote and not the chair?

13 minutes ago, Guest Zev said:

What is wrong with gaining the floor and just moving a motion with the words that "... the decision so-and-so by the board is hereby repealed..." or something to that effect?

We fear that the chair will say that since the decision was made by, and at a meeting (executive session) of the board it's out of order.

We totally understand that the board is subordinate to the Membership and even the Articles of Incorporation says if there's a difference of opinion the decisions of the Members shall prevail, but reversing the board's decision will really put egg on their face and we fear they will simply double-down and not allow the motion!

The board is not very knowledgeable of RONR which is part of the problem because they don't comply with the rules, and 99% of the General Membership is just as ignorant so it will be easy for the chair to simply feed the Membership a line of BS and the Membership will fold like a cheap suit!

Just trying to learn what options are available for a hostile chairman!    

27 minutes ago, Atul Kapur said:

If the chair's decision is sustained, the member doesn't get to appeal again and again just because they "haven't received the decision to their satisfaction"

We might be in a situation at our next General Membership meeting, (which will be chaired by the president of the board) where the Members want to reverse a decision made by the board. We fear the chair will somehow try to stop the motion to which we would appeal. Is there a way to force a vote to go to the membership 

I think I read somewhere that at a General Membership, or similar meeting, that's chaired by the president of the board of directors, the members can "appeal the decision of the chair" three times, and if the members still haven't received the decision to their satisfaction, the members can make a motion put it to a vote. 

Is that correct or just wishful thinking?