Mark Apodaca, PRP

A member of the organization made a request to the Secretary for three years worth of board meeting minutes. Under 46:36: 47:36 Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26). The same principles apply to records kept by boards and committees, these being accessible to members of the boards or committees (see also 49:17–19). When a committee requires certain records for the proper performance of its duties, the secretary turns them over to the committee chairman—after consulting with the president in any cases where he or she is in doubt. The corporation law of each state frequently provides for the availability of records of any group incorporated in that state. Also: 49:17 A record of the board’s proceedings is kept by the secretary, just as in any other assembly. Only members of the board have the right to examine the minute book kept by the secretary (cf. 47:36), unless the board orders otherwise (see next paragraph). Board members are, however, free to share the content of the minutes with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26–27). 49:18 The board can order that any specified person(s)—including, for example, all members of the society—be permitted to view, or be furnished with copies of, board minutes. A motion to do so is an incidental main motion, which can be adopted by a majority vote if the minutes are not protected by executive-session secrecy. If they are protected by such secrecy, the motion requires a two-thirds vote, the vote of a majority of the entire membership of the board, or a majority vote if previous notice has been given. Are there any restrictions or exceptions to this rule? The request for three years worth of minutes appears to be unrealistic. I would think the member should wait till the coming conference where the secretary will bring a binder of the board of director's minutes for the two year period (conference to conference). If 20 members asked for copies of three years worth of minutes at different times, the secretary would be overwhelmed.

NAP was founded in 1930. AIP did not come to being until 1958. Does anyone have an history as to why AIP was formed? Did something happen during that time lead to the formation of AIP? Also, when did AIP stop using RONR as its official parliamentary manual?

I am very much aware about statutory and fiduciary duties. I have provided board governance training and those duties were very much a part of the training. The President asked that I reply to the board member. My response was very brief and to the point as you read. I did mention to the President that my duty is to the President, not the community membership per agreement.

I would like to share some articles from the bylaws of the Minnesota Association of Deaf Citizens. Executive Board Section 4.01. General Powers. Except as otherwise provided by law, by the Articles of Incorporation of this Association, or by these Bylaws, the property, business, affairs, and operations of MADC, including the MADC Charitable Fund, shall be under the direction and control of the Executive Board of this Association (Also Known As “Board”). The Executive Board shall have general supervision of the affairs of the Association between meetings of the members of the Association, may fix the date, time and place of meetings, make recommendations to the members of the Association, and shall perform such other duties as are specified in these Bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the members of the Association. Section 4.07. Meetings. The Executive Board meetings shall be held quarterly, with dates agreed upon by the members of the Board. Announcement at a meeting of the Executive Board of the date, time and place of the next quarterly meeting of the Executive Board shall constitute notice of the next quarterly meeting. Section 4.09. Meetings by Electronic Communication. Members of the Executive Board may participate in a meeting through use of electronic conference communications equipment for all matters, except personnel, so long as all directors participating in such meeting can communicate with one another. Participation in such a meeting pursuant to this Section constitutes presence in person at such meeting. Section 4.10. Special Meetings. The President or three (3) members of the Executive Board may call a special meeting of the Executive Board no less than 48 hours before the start of said special meeting. The organization has had a number of special meetings between regular meetings. Sometimes the board needs to go into executive session. One of the board members sent an email to the board and included a group of members of the organization. Why she included the members, I do not know. It may appear that the board were having some issues with this board member and the board member wanted the small group of members to be in the loop perhaps for support. Tomorrow, July 16, there will be a special board meeting and the board will go into executive session. Here is the board member's respond: "Special meetings and secret meetings are not official business meetings." My respond since she included me in the email as I am the organization's official parliamentarian: There are two kinds of Board of Directors meetings, regular and special meetings. MADC's bylaws as well as Robert's Rules of Order points that out. There are no "secret" meetings. Only executive sessions. Then one of the group members for whom the board member included in the email replied: You are correct that the bylaws and RRO state that there are two types of meetings. This is the first time I heard of a special meeting that is happening on Friday July 16th. I only know of a board meeting that is happening on July 17th. Why was this "special meeting" not announced publicly to the membership? Are members not allowed to attend this meeting? Unless this is another one of countless executive sessions, the special meeting should be OPEN to all members! In keeping with their statutory and fiduciary duties, nonprofit board meetings are open to the public, not done in secret. I really don't think I am under any obligation to respond to the community member. Even if I respond to the board only, I am sure the board member will forward it to the group. The bylaws do not state that the community must be notified of any coming board meetings, whether they are regular or special. The board is under no obligation to do so. The membership meets between conferences for the membership business meetings. Between that, the board takes care of business. 49:3 Except in the simplest and smallest local societies, or those holding very frequent regular meetings, it is generally found advisable to provide in the bylaws for a board to be empowered to act for the society when necessary between its regular meetings, and in some cases to have complete control over certain phases of the society’s business. Such a board is usually known as the executive board, or—in organizations where there is an executive committee within and subordinate to the board as described below—the board of directors, board of managers, or board of trustees. Any such body is referred to in this book as an executive board, however—regardless of whether there is an executive committee—in cases where the distinction is immaterial. This is met by 4.01 above. Is there anything in addition I need to be aware of?

Wow! I pray that we will never have to return to virtual conference business meetings. In person meetings are the best. Some Presidents told me that they wanted a conference business meeting virtual and physical. They like the idea of saving money. But, in my opinion, it is not a good investment regardless of cost savings.

I follow you. When the member made the motion to adjourn, the vote was close, I believe 48% in favor and 52% opposing. Had someone made the motion to extend time, it is most likely it would not meet the 2/3 anyway. Thanks all for sharing your deep thoughts.

I also think an issue was limiting the time for the conference business meeting to three hours on Saturday and Sunday. It would make sense if it was for 6 hours each day to accomplish business. How can you finish with so many motions within a very limited time. A new board and CEO are coming in and I hope to work with them with the conference planning and program.

Hi Weldon, It was just a thought. We have Robert's Rules of Order Newly Revised in Brief. Another chapter in the brief covering virtual meetings might be helpful. From what you mentioned, I agree it is not reasonable. Hopefully in 2022, I will not have to do virtual meetings. Too challenging. Mark

Thank you all for sharing your comments. When I look at Robert's Rules of Order, in my opinion, the rules were always intent for physical meetings. It was not until COVID-19 hit did things change. Of course, the rules will remain as they are. When it comes to video conferencing, it is a challenge. We can only make the best of it. Hypnotically, we have a virtual NAP conference coming. Supposed a high percent of the delegates are Spanish speaking only. A majority of the delegates speak English. Now the conference business meeting is running out of time. The Spanish speaking members know once the meeting goes beyond the time to adjourn, they will lose all the Spanish speaking interpreters. Now a motion was made to adjourn and it failed to pass. The Spanish speaking interpreters are gone. Should the meeting continue? I would say no because the Spanish speaking delegates' equal access and participation to the meeting was violated. It would mean all the Spanish speaking delegates would have leave the meeting. This would cause a problem. What I am trying to say is that the deaf members will lose their interpreters. The CART will be gone. Tech staff will be gone. Section 21:14 was justified in my opinion and not one of the 400 members attending objected. Nobody made a point of order or appealed the decision of the President. I may be wrong, but I don't think RONR covers a situation like this. As to the matters regarding "the unavailability of interpreters, CART, and available staff to help with the technical issues," those are certainly issues for the assembly to take into account when determining the advisability of whether or not to adjourn at that time, but that does not mean the assembly must adjourn. Sadly, the members did not take it into account. I was surprised because the purpose of the organization is to serve the Deaf customer and they were not even thinking about the Deaf members who are customers too. Maybe it would be nice if in the future, there will be a RONR version for Virtual Meetings. Again, I am just expressing my opinion. 🙂

I spent some time thinking about the two-day business meeting and am preparing a summary so that if a situation occurs again during a business meeting, I will be able to address it more effectively. Going back to this issue: adjournment, the membership approved the agenda where the business meeting would end at 6:30 PM EST. When the member made the motion to extend time to 7 PM (in sign language), he did not make the motion to say "I move that the meeting adjourns at 7 PM EST". When you make a motion to extend time, not debate, it does not necessarily mean the meeting ends at 7 PM EST. It can be viewed as when 7 PM comes, someone could make a motion to extend the time for another 30 minutes. During the two-day meeting, there were 6 motions to be discussed. Members had to submit their motions with someone seconding to a committee. On the first day of the business meeting, only one motion was completed. The second day, two more but four more were added during the business meeting. So it is 7 PM EST with completing only three. I was surprised that the membership did not want to adjourn because there would have been issues such of the unavailability of interpreters, CART, and available staff to help with the technical issues. But using RRO, the President decided to adjourn the meeting. Any thoughts?

Thank you... At the request of the President, I read 21:14 Cases Where the Assembly Can Adjourn Without a Motion to the membership. I explained that the agenda, which was approved by the membership, set the time to adjourn at 6:30 PM EST. Instead of adjourning the meeting, the President allowed a member to make a motion to extend the time for adjournment to 7 PM EST. On a separate laptop (I used two, one for the membership meeting and the other just for me and the President), I told the President that 21:14 allows him to decide to end the meeting for which he did.

The agenda was approved during yesterday's business meeting. Today's meeting was to end at 6:30 PM. A motion was made to extend the meeting to 7 PM. At 7 PM, a motion was made to adjourn the meeting. Members voted and the motion failed. Now, what are some other options?

One thing about yesterday's meeting was that Request for Information and Point of Order were used frequently. Sometimes not related to the motion on hand. This has happened to a number of deaf-related organizations which I participated as a delegate or parliamentarian. Back to §41 for review.

Yes, the three minutes was just an example until I was asked to put in the text by JJ. The standing rules, which were approved yesterday afternoon EST in the beginning of the business meeting, listed 2 minutes. Two minutes is insufficient time when it comes to the use of American Sign Language (ASL). Other business meetings I have attended use 3 to 5 minutes. But, it was approved by the 280 members. A very high percent of the members are not deaf and ASL was used. When thinking English or other languages, the person needs to think about how to translate the language into ASL which takes more time.

Thank you Atual and Josh.

Just a particular speaker for five minutes till he completes his debate. They cannot add additional speakers since the limit is five for each (support and oppose) per standing rule.

It is for today and tomorrow's conference. The standing rules have not been adopted yet. They will during today's business meeting.

Here is the standing rule: Standing Rule 16 - Debate Eligibility to Debate on Motions. All voting members will have the opportunity to debate and comment on motions submitted prior to the conference. It is expected that members who debate on motions shall have apprised themselves of the wording, history, and rationale of the motion, and any discussion that has already occurred regarding the motion prior to the business meeting. Limits on Number of Debaters. A maximum of five (5) members in support of and five (5) members in opposition to the motion/resolution on the floor, may debate each debatable item. A member may be recognized a second time to address the same issue only if there are no other members desiring recognition to address the issue on the floor and the maximum number of speakers has not yet been reached. Limit on Length of Debate. Each member is allowed a maximum of two minutes for debate. The meeting Chair or their designee shall enforce this time limitation. Once five members (5) have spoken in support and five members (5) have spoken in opposition to the motion on the floor, the chair shall take a vote on the motion, as explained more fully in Standing Rule 14. No more members will be permitted to speak in support of or in opposition to that motion unless two-thirds of the members present and voting approve to extend the discussion. Points. There are three allowable “points”: point of order, parliamentary inquiry, and request for information. A member who wishes to raise a point of order, make a parliamentary inquiry, or make a request for information may do Upon being recognized by the chair, the member shall activate their video and state the point. The chair shall rule on the point of order, answer the parliamentary inquiry, or respond to the request for information. This member shall not be counted as one of the five speakers in support of or five speakers in opposition to a motion. Note that there is no “point of information” as is commonly assumed. This point is known as a request for information. As its name implies, a request for information is used to ask for information, not to give information. Standing Rule 14 - Motions and Resolutions Only voting members in good standing, or bodies within the association, have the right to submit motions or resolutions. Motions or resolutions should have been submitted by May 5, 2021, which was 60 days prior to the first day of the business meeting. No motions will be considered that propose to amend the RID Bylaws, or that refer to them, after April 5, 2021, which was 90 days prior to the first business meeting and the deadline for submitting such motions. Motions or resolutions proposed for the first time during the conference business meeting will be placed on the agenda under New Business, but may not reach the floor due to time limitations. Submit motions via the below form to be considered from the floor of the meeting. https://forms.gle/hM24kbzzeUgQQ2Y99 All motions or resolutions must be submitted in both American Sign Language and English. Submitted motions or resolutions must include the following elements: Primary submitter(s)’ name(s), RID membership numbers, and contact information Name and RID membership number of persons who is seconding the motion (if applicable) Submission date Text of the motion or resolution Rationale for the motion or resolution Estimated fiscal impact statement Motions or resolutions proposed by bodies within the association, specifically the Board of Directors, committees, member sections, or affiliate chapters, must include information as to the proper notice given to members of that body, the date of the meeting at which the motion or resolution was adopted, verification of the presence of a quorum of the body at the time which the motion was adopted, verification that a majority of the body was in favor of the action to be proposed, and a fiscal impact statement. These motions or resolutions do not need to be seconded because they come from a body.

On a different topic, but related to standing rules, if the membership passes the standing rules by 2/3 vote, and one of the rules says that a maximum of five members will be allowed to debate a motion (5 for and 5 against) for 3 minutes each, what happens if a member, during a debate, makes a separate motion to extend the time to debate for five additional minutes? Will it be considered out of order? Does this mean that a member needs to make a motion to suspend the rule first, then if it passes by 2/3 vote, another motion needs to be made to extend the time to debate? Mark

Special rules of order require previous notice and 2/3 vote while standing rules require only a majority vote to adopt. I was looking at the Program Guide of the 42nd Biennial Convention which took place from September 5 to 8, 2019. The guide lists standing rules but I do see some which are considered special rules such as the amount of time each member is allowed to debate. I am under the impression that the standing rules passed with a 2/3 vote. Shouldn't there be two separate rules (special and standing) for the membership to vote on since one requires 2/3 and the other majority?

That is impressive. One thousand participants. With audio, it really helps. For me, my eyes are my ears and my hands are my mouth. I depend heavily on visual and for me to keep track on who is speaking out of 1,000 boxes can be very challenging. If the business meeting has a mixture of deaf and hearing members, I will need to find out who is signing and who is speaking vocally. Also, if a majority of the participants are speaking without signing, I will need to locate the interpreters on the screen. Most of the time, the interpreters interpret for 20 minutes then shift to the second interpreter. When this happens, I will see the interpreter stop signing then wonder why she is quiet before I realize that the other interpreter is signing and I will need to locate the other interpreter. Last night I joined the practice run for this Saturday's business meeting. When I joined, nobody was signing and I texted the president about this. He said that they were using the CART. But, I could not see any words appearing on the screen and he said it was not working. So, I missed what was happening. CART is not my preference because there can be errors. Well, that is the life of the Deaf Parliamentarian and I have to make the best of it. Mark

Weldon, The bylaws do not say anything about video conference meetings and they are going by the still-effective gubernatorial order allowing it. The organization is not ready for physical meetings. I am not sure how many members are allowed via Zoom webinar but if the maximum is 400 and there are one or more trying to get into the meeting, the meeting should not continue as those over the limit have the right to attend. I will express my opinion to the president.

Thank you Mr. Gerber... I will be the parliamentarian for a 15,000 member nonprofit organization this coming Saturday and Sunday and the bylaws require 200 members present to meet the quorum. Zoom will be used. I am currently preparing for every possible issue which can happen. Mark

Under 40:4 Note on Procedure in Changing the Quorum Provision in Bylaws: If it becomes necessary to change the quorum provision in a society’s bylaws, care should be taken, because if the rule is struck out first, the quorum will instantly become a majority of the membership, so that in many cases a quorum could not be obtained to adopt a new rule. The proper procedure is to strike out the old provision and insert the new provision, which is moved and voted on as one question. When can this procedure be used? Is it something where the members need to wait till the next meeting and if the quorum is met, an amendment can be made to change the provision? Mark

Thank you... If there are 26 resolutions and if a member wants to discuss or debate one of the 26, then the membership can vote on the 25 as a whole and then debate and vote on that one.