Mark Apodaca, PRP

I would think that the President or Secretary are under no obligation to release the written statement. The bylaws and RONR covers the notification and the notification can request that members attend the special meeting. What you mentioned about the records of the society can be available for inspection makes more sense. During the opening of the special meeting, the President will read the written request and this will give all who attend an opportunity to listen rather than a few who want to see it beforehand.

Is there anything in RONR covering the release of a petition or written request? The bylaws of an organization state: Special meetings may be called by the President or the Executive Board and shall be called upon the written request of ten members of the Association with voting rights. The President received the written request of 10 members and notice of a special meeting has been set. If a member or group of members request to see the written request, is the President, with or without the approval of the board, required to release the written request?

It should have been posted under Member but Part Time Resident. My error.

This is what I found in Minnesota's Nonprofit Organization Statute: 317A.441 RIGHT TO VOTE. (a) Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect: (1) if only one votes, the act binds all; and (2) if more than one votes, the vote must be divided on a pro rata basis. (b) In the case of a neighborhood organization, members with voting rights are, at a minimum, individuals who are on a preexisting membership list or who, at a meeting of the neighborhood organization, can produce: (1) a Minnesota driver's license, Minnesota identification card, or some form of residency verification that indicates the individual resides within the geographic boundaries of the neighborhood organization; or (2) proof of ownership or lease of a business or property or proof of being employed by a nonprofit organization, business, or government entity located within the geographic boundaries of the neighborhood, if such members are authorized by the bylaws of the neighborhood organization. (c) An individual who resides within the geographic boundaries of a neighborhood organization or meets membership criteria under paragraph (b), clause (2), but lacks the documentation required by paragraph (b), clause (1), may vote at a meeting of the neighborhood organization if a member who has the required documentation vouches for the individual. (d) A neighborhood organization through its articles or bylaws may permit voting at its meetings by individuals in addition to those described in paragraph (b) or (c). (e) For purposes of this section, "neighborhood organization" has the meaning given in section 317A.435, subdivision 4. A neighborhood organization may choose to be governed by paragraphs (b), (c), and (d) by so providing in its articles or bylaws.

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As is defined in RRONR, the purpose or purposes of the special meeting shall be stated in the notice of the special meeting, and no business other than as stated in the notice of the special meeting shall be conducted at the special meeting. One of the primary reasons organizations have regular and special meetings is to transact business on an item on the agenda. Board members do not meet for the sake of just having a meeting. If three board members call for a special board meeting, they need to state the reason for it and what action they want to take. If the reason is “finance”, that does not justify why a special board meeting shall take place. If the reason is “to propose disciplinary action against the Treasurer” or “to remove the Treasurer from the board”, that is more specific. Do you agree or any comments to add?

I am working with a nonprofit organization incorporated in Minnesota. The organization has members. The membership article opens with the following: "Any individual resident of Minnesota wishing to become a member of this association shall be qualified to become a member of the Minnesota Association of Deaf Citizens." There are only two classes of members. One is called Primary Members for those who are deaf and secondary members for those who are not deaf. There is one member who has residences in Minnesota and Florida. When some board members read "individual resident of Minnesota", they interpreted it to mean that the individual lives in Minnesota year-round. Some members of the board say that part-time residents are not considered residents of Minnesota. How would you handle this? Your thoughts? Mark

Thank you for sharing your thoughts...

Josh, I wanted to make myself clear about the comment I do not know whether the motion and vote was made in the executive session but my understanding is that it should have been done when the board was out of executive session. Can a motion be made and votes to remove the President from the board in executive session or is it required to be made after the board is out of executive session?

4.13 was met with sufficient reason (according to the board) and 2/3 vote.

I was in a Board Meeting of an organization tonight. I attended because of the possibility of becoming the organization's parliamentarian and to provide board governance and parliamentary law and procedures. I have no contract to serve as the organization's parliamentarian until a contract is signed. The board is very much divided and decided to go into executive session without the President. I shared with the board that the President runs all meetings including executive session meetings and is the spokesperson of the organization. The members did not want the President in the meeting and the President accepted the board's request not to attend. The board was going to discuss emails received from the membership (mostly wanting the President to resign). The board made a motion to enter executive session and a majority vote was met. The President did not attend. After they got out of the executive session, the President was asked to resign. When he refused, the board said "you are removed". The bylaws state: § 4.11 Executive Session. The Board shall convene in executive sessions where circumstances warrant, i.e., when discussing matters of sensitive, personnel, or litigious nature. § 4.13 Removal from Office. Elected and appointed Board members may be removed after due process hearing for failure to carry out their duties or for other good and sufficient reason by two thirds (2/3) vote of the Board of Directors present and voting. I am not the organization's official parliamentarian but what crossed my mind is: According to RONR, they would need to vote themselves out of executive session which I doubt happened. I do not know whether the motion and vote was made in the executive session but my understanding is that it should have been done when the board was out of executive session. Is the removal of the President out-of-order because of the two things above? Your thoughts as I was not able to pinpoint this in RONR. Mark

If I follow you correctly, it is a nonprofit corporation and headquartered in Minnesota. Articles of incorporation filed in Minnesota. The name of the organization is Minnesota Association of Deaf Citizens, Inc.

Yes, the organization is a nonprofit organization.

I took the liberty of checking the Minnesota Nonprofit Organization Statute. BOARD 317A.223 REMOVAL OF DIRECTORS. Subdivision 1.Modification. The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws. Subd. 2.Removal by directors when there are members with voting rights. If there are members with voting rights, a director may be removed at any time, with or without cause, if: (1) the director was named by the board to fill a vacancy; (2) the members with voting rights have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal; and (3) a majority of the remaining directors present affirmatively vote to remove the director. Subd. 3.Removal by directors when there are no members with voting rights. If there are no members with voting rights, a director may be removed at any time, with or without cause, by those directors eligible to elect the director. Subd. 4.Removal by members with voting rights. A director may be removed at any time, with or without cause, by those members eligible to elect the director. OFFICERS 317A.341 RESIGNATION; REMOVAL; VACANCIES. Subdivision 1.Resignation. An officer may resign by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice. Subd. 2.Removal. Except as otherwise provided in the articles or bylaws, an officer may be removed, with or without cause, by a resolution adopted by the board or by the members with voting rights, whichever elected or appointed the officer. An officer appointed by the president may also be removed at any time, with or without cause, by the president. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president of a corporation may remove an officer elected or appointed by the board, other than the treasurer. A removal as described in this subdivision is without prejudice to contractual rights of the officer. Subd. 3.Vacancy. A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of president or treasurer must, be filled for the unexpired part of the term in the manner provided in the articles or bylaws, or as determined by the board or under section 317A.321.

Yes, it is the chairperson of the board. The organization board has chairperson and vice chairperson. Thanks...

I was studying 62:1 through 62:16 which covers removing an officer from the board. I was contacted by some members of an association and a couple of officers. They called for a special meeting which was about removing the Chairman from the board. The special meeting is scheduled for this coming Sunday. As I read the association's bylaws, it says: Removal from Office. Elected and appointed Board members may be removed after due process hearing for failure to carry out their duties or for other good and sufficient reason by two thirds (2/3) vote of the Board of Directors present and voting. About the call for a special meeting, the association's bylaws state: Special Meetings of the Members The Board of Directors may call additional meetings. Fifteen (15) or more active members may petition the Board of Directors to call a special meeting. The notice for special meeting shall be given no less than fourteen (14) days in advance. The quorum of the special meeting shall be fifteen (15) active members. The requirements for the call for a special meeting were met. Nowhere in the bylaws mentions the process for members to remove an officer and for this organization, only the board can remove a board member. My thought is that once the special meeting takes place, a motion to remove the Chairman will be out of order because the bylaws specify that only the board can remove a board member. Any thoughts/comments?

I totally understand the confidentiality of executive sessions. As a PRP, I have attended executive sessions mostly at the request of the President. I have also served as a board member of different nonprofits for over 37 straight years and again, I understand what it means to be in executive session. Once we got out of executive session, I have never said anything about what happened during the closed meeting. Mark

Would you say that it is a conflict of interest if you serve as the parliamentarian for one national organization and another where both organizations are competitors? Mark

I found this meeting to be interesting and quite challenging. You have a delegate who is deaf-blind and the president of an association serving the deaf-blind community in the USA. He requires an interpreter who signs to the presiding officer who is deaf along with over 130 delegates who are deaf also.

The organization's bylaws do not have a section for special meetings for either the board or the conference. The bylaws are mostly a 1980's version with a number of amendments since then. Yes, I explained what RONR points out but again it was the President's decision. I encouraged the President to have its new Bylaws Committee draft new revised bylaws. It is way overdue and hopefully I will become involved in a consulting capacity.

Greg, Lets say that before adjournment, a delegate makes a motion to call for another meeting within 30 days to focus on just one very important item from the agenda. The motion passes. Two weeks later, the meeting will be scheduled to meet today (two weeks after the close of the meeting). Would this be considered a special meeting since it will address only one item? One thing that happened during the end of the previous meeting was that there was no motion to adjourn or fix the time.

Lets say that there is an agenda which was approved by the delegates during a biennial conference. The agenda must be completed by, say 4 PM, as that was the agreement between the hotel and association to rent the ball room. At 4 PM, the agenda was not completed as there were some remaining business which has not been touched. What happens to the remaining items? Do they fall into the cracks?

Thank you all for your support, advise, and comments. The last part of the session ran smoothly. I think it will be very educational if I write an article for NAP's National Parliamentarian related to being a parliamentarian for deaf related organizations. Thanks, Mark

Thank you.. Atul, I am under the impression that you are a medical doctor and came to wonder how you manage your time when it comes to your profession and being a parliamentarian. I find it challenging and amazing myself. Mark

Perfect... The delegate tried to get the bylaws suspended. The purpose was the same but tried to twist words to make it look different.