Little John 657

 Thanks, Josh.

You could drive a convoy of semi trucks through the holes of our current bylaws and legislation, but we have very few people with governance or legal experience to try to fix these matters and there has been a lot of infighting by people who suddenly think that they are governance experts. Basically, we would be throwing out the original bylaws and bringing in new bylaws, but the new bylaws are in draft form right now as they have not been adopted as revised bylaws.

I don't have formal training in governance, though I have chaired governance committees for two boards that I have sat on and helped to revise bylaws during that time. I am also bringing forward resolutions to our legislative assemblies to try to fix some of the holes, but it is a really slow process, and I rely on experts to best advise us of what we should be doing. We are also undergoing a constitutional reform process, but that is slow going as well.

On 9/15/2021 at 3:39 AM, Josh Martin said:

What exactly is meant by the term "quasi-government?"

We're an Indigenous government, and though we have government recognition to move towards being recognized as a formal government, we haven't yet received formal recognition.

On 9/15/2021 at 3:39 AM, Josh Martin said:

What exactly is meant by this? Do you currently have bylaws and a new set of bylaws has been proposed? Or do you not currently have any bylaws at all?

If you currently have bylaws, what do your current bylaws say about these subjects (such as calling meetings of the board)? If you do not currently have bylaws, you mentioned that you have a constitution. What does that document say about these subjects?

Yes, we do have current bylaws, but those bylaws are completely inappropriate for any kind of governance of the organization, repeat provisions from our constitution over which we have to jurisdiction, and propose provisions that contravene our constitution, which is why I drafted new bylaws that are more comprehensive and try to fill in a lot of the holes that our constitution and old bylaws have left us with

As an example of the old bylaws, they say absolutely nothing about meetings of the council—there is no mention of any kind about regular, special, nor any other kind of meetings (e.g., committees). In addition, they list two different elected offices that govern our jurisdiction (i.e., both the council and the chair are to govern, and listed in separate provisions of the bylaws), one of which is in contravention to our constitution, and say nothing about who makes the final decision on matters. Language is ambiguous on many things. Unfortunately, our constitution says nothing about the calling of meetings (it has a lot of holes in it too). And to be completely honest, I don't even know if these are the current bylaws, as I have seen a different version somewhere but I don't have a copy of those.

The reason that we are looking at moving through committees is because we have a resolution that was passed that put members of the council onto committees, but with the current bylaws not having anything about committees, I don't even know how valid those committees are.

On 9/15/2021 at 3:39 AM, Josh Martin said:

What the draft bylaws say on these subjects is irrelevant, notwithstanding the meaningless agreement to act in accordance with them "in principle" (whatever that means).

What is means is that we agreed to abide by these bylaws as a council until such time as we are able to formally adopt them through the membership (we have a lot governance issues that we really need to sort out). The intention was that it would at least give us some guidance on governance and how we govern ourselves as a council until we could formally adopt them.

On 9/15/2021 at 3:39 AM, Josh Martin said:

All of this appears to be correct, although I would note that the option of taking action and ratifying it later is absolutely a last resort, since the members who take such action do so in their capacity as individuals (not as the board), so there can be quite severe consequences if those actions are not ratified.

Good to know; thanks.

On 9/15/2021 at 3:39 AM, Josh Martin said:

What do your current rules say on the subject of calling board meetings?

Absolutely nothing.

On 9/15/2021 at 3:39 AM, Josh Martin said:

No, a committee of the whole may not be called in the same manner as other committees. The only way for the board to enter Committee of the Whole is for the board to vote to do so during a regular or properly called meeting of the board. Even if you could call a Committee of the Whole meeting, that wouldn't help you. It is not correct that you "can have a committee of the whole for our council to deal with matters." The Committee of the Whole ultimately needs to rise and report to the board. The Committee of the Whole itself lacks the power to act for the board.

That's good to know; thanks. We had wondered if a committee of the whole could make recommendations in a report to the board for when the board meets and then make decisions as a council, but it doesn't sound like that will work.

On 9/15/2021 at 3:39 AM, Josh Martin said:

Assuming the meeting can be properly called, the meeting may be held without the chair. The chair must be notified of the meeting, but it may be held in the chair's absence if the chair does not attend.

That's kind of where I am stuck. Our current bylaws say absolutely nothing about calling of meetings, our Constitution says absolutely nothing about calling meetings, and I can't find anything in RONR about who has the authority to call council meetings other than by resolution, regular schedule, or outlined in the bylaws, none of which we have in our current bylaws. But it is good to know that the chair doesn't have to attend the meeting if they have been given notice but refuse to attend.

On 9/15/2021 at 3:39 AM, Josh Martin said:

I don't know. For starters, I don't actually know whether it's true that it is your chair's job to call meetings.

That's where I am stuck. In our current bylaws, no one has the authority to call a meeting, and by default, it has always been the chair. Again, we have governance issues that I am trying to fix.

You can see the predicament that I currently find myself in. We are working on resolutions for the board meeting, but right now, we can't bring those forward to discuss and vote because we aren't having a board meeting.

On 9/14/2021 at 9:20 PM, Atul Kapur said:

Generally, the body that elects the person is the one that can remove that person. From what you've said, that sounds like the membership. Are there any provisions for a special meeting of the membership?

You say the organization is a quasi-government. Potentially, is this misuse of public property? (that's not an RONR question but may require a legal opinion).

Well, you said just above this statement that

If you think that you can call committee meetings under the terms of the draft bylaws, why can't you call a council meeting under the same terms?

Otherwise, you should look to the senior organization's constitution for suggestions on what procedures to follow.

Thank you Atul.

In our draft bylaws, there are provisions for special meetings, but not in our old bylaws (those bylaws were completely inappropriate for any kind of governance of the organization, repeat provisions from the Constitution over which we have to jurisdiction, and propose topics that contravene the Constitution, which is why I drafted new bylaws that are more comprehensive and try to fill in a lot of the holes that the Constitution and old bylaws have left us with).

It might be considered misuse of property, but I will have to talk to those who are better in the know about how our quasi-government works when it comes to this (we're an Indigenous government, and though we have government recognition to move towards being recognized as a formal government, we're aren't there yet).

According to RONR, any two members of a committee can call a committee meeting, so our bylaws are not necessary for this. However, I can't seem to find clarification about who can call meetings of a board in RONR. From what I can find, regular board meetings can either be on a regular schedule or by resolution, and special board meetings; special board meetings have to be outlined in the bylaws or when authorized by the assembly for formal disciplinary proceedings. But because our bylaws are provisional and we do not have it recorded in the minutes that we agreed to abide by them until they are formally adopted, I don't know what effect they can actually have, especially if this ends up in court.

I have been trying to discuss this with more senior leadership in our quasi-government, but they are very busy and I haven't had much success there at this time.

On 9/14/2021 at 2:47 PM, Rob Elsman said:

I am confused by who "they" are that was/were elected.  Are there multiple chairmen?  At any rate, the electing authority is getting what it elected.  If it wants anyone better, it will have to elect him/them--whatever.

I am using "they" as singular in this case to minimize identifying information about the people involved.

Hello. I am part of a council/board that is part of a quasi-goverment, we are an operational board, and we are having considerable issues with our elected chair. Our constitution states that the chair is elected by the membership for a four-year term and is designated as the chair of our council (this constitution is at a higher governance level and supersedes our bylaws). However, since they were elected, we have not been able to govern effectively.

For example, our finances are undergoing an audit, but our finance committee has not been involved in the process. In addition, our staff, rents, and utilities are two weeks overdue in payment because the chair has not signed on these expenses (and this is the second time that the chair has violated the staff's contracts about pay). They have also gone and spoken with our bank about our account, despite them not being a signing authority on the account.

In addition, the chair decided to close our public office while the audit is happening, but did so without our permission (and also has the only key to the office).

The person was elected to office at the end of May, but so far has only called one meeting (and that was with insufficient notice) and cancelled all other meetings since.

The chair has been holding secret politically-motivated meetings in our public office without our knowledge, and we consider this inappropriate.

Suffice to say, we're not happy with the chair, but we're not sure what to do. That's why I am turning to this forum for advice.

I have been reading my copy of RONR trying to figure this out, so I'll run over a few things here:

• We have draft bylaws that we agreed to act in accordance with in principle (though this was not recorded in the minutes of that meeting for some reason), but have not formally ratified;
• Our draft bylaws do allow for regular and special meetings of the council;
• Our provisions in our draft bylaws for waiving notice for meetings says that all persons have to be present or have waived notice if they are not present;
• We have committees, including HR, finance, and governance;
• The chair, vice-chair, or any two council members can call a meeting;
• In the event the chair and vice-chair are not present, the council can select an interim chair;
• We do not have set meetings dates and times for the council.

What we are considering if calling meetings of the necessary committees and preparing a report with recommendations to the full council, and then preparing a series of resolutions based on those recommendations and passing those at the next meeting. I believe that we can also make written decisions that have to be ratified at the next meeting where we have ha chance to have a proper discussion on the matter. And I understand that we can move to strike the rules and suspend the chair from the meeting (and potentially more if there is an investigation and trial).

However, I can't figure out how we can have a meeting of the council if the chair refuses to call one. I know that we can have a committee of the whole for our council to deal with matters, but I don't know whether we can call that committee the same way that we would call other committee meetings (i.e., any two members or the chair of the committee calling the meeting).

Can we hold a council meeting without the chair if we call a meeting in accordance with our draft bylaws if the chair refuses to attend (according to RONR, I don't believe that they count for quorum)? Can we call a committee of the whole without having a board meeting to establish the committee (it's not a committee established in our bylaws)? Basically, what are our options if the chair refuses to do their job and refuses to call meetings? Because we can't do our job and we don't know how to force a way for us to resolve these matters.

Thank you!