Elbie70

I originally posted questions regarding the fact that our president refuses to put acceptance of minutes on the agenda of board and general membership meetings. I thank everyone for answering my questions. Well, things have gone downhill. We had a BOD meeting yesterday, and at the end I brought up that question of why BOD minutes were never put on the agenda for acceptance and that general meeting minutes are not on the general meeting agenda. Although the president does ask for corrections online, the corrected minutes are never brought before the BOD or membership for acceptance. The president went ballistic and started yelling at me. He said he would resign if he had to do this. I was told by the president and the other directors that they did not care about RRO and the bylaws. Those rules are full of minutiae and following them are a slippery slope that just causes more work for the officers. I tried to explain that it would not take but a minute to accept the corrected minutes. The Sec did finally say that he could send out the corrected minute, but that did not calm things down. Finally, one of the directors made the motion that, "The president is allowed to run meetings anyway he wants". This was seconded. All but myself voted for the motion. I guess that my question is - are the board minutes secret? We are a 501 non-profit. Thank you for your attention. Elbie

This is a copy of the email the BOD members received yesterday. Our board meeting is tomorrow night. Please note that the minutes the President refers to that are attached to the email are for the general membership meeting that was held in March. They are not the minutes of the February BOD meeting (the March BOD meeting was canceled). Apparently, according to our President, the BOD can accept these general membership meeting minutes. Apparently, these minutes will not be presented to the general membership. The BOD minutes from our last meeting are not on the agenda for the board meeting. If minutes are not on the agenda and not accepted at a meeting, than there is no official record in the minutes that were accepted - is that correct? The President wrote - "All, I got the Mar 14 Monthly Chapter meeting minutes from Secretary Ted, and the audited Treasurer’s Report as of 2023-04 from Jeff. If anyone has any corrections or objections to these, send them to Ted and Jeff, respectively, and copy me. If there is no majority objection, we will keep these as our official records. I’ve also attached an updated Agenda for our Board meeting this Tuesday night." I spoke to our secretary today. He informed me that president told him that only the BOD meetings were important and that the membership "minutes" really only need to be notes from the meeting. Those "notes" would be put on the Facebook page and website if anyone cared to look at them. This is where things stand at the moment. Elbie

I have been on the BOD for 6 years and a member of this organization for 13. Until this current president, all other presidents we have had have asked for approval of agenda after asking for additions at the start of a meeting and have presented a standard agenda which calls for minutes, treasurer's report, old and new business, etc. This president does not do this at all. He even changed the meeting place and time without BOD approval even though the bylaws specify these changes to be BOD decisions. I plan to ask the question as to why the minutes are excluded at the upcoming BOD meeting. Elbie

Thank you for your response. Our bylaws state that "The President shall serve as general executive officer and shall appoint the chairs of all Chapter committees. The President shall oversee all activities of the chapter and preside at all membership and board meetings. " The duties of the Secretary, among other things, is "to send all required notices to members of the Chapter, as required by these bylaws or otherwise." The bylaws do not appear to specify who sends out the agendas. In addition, our bylaws state, "Robert's Rules of Order, Newly Revised shall govern the meetings on all matters relating to order and procedure, including nominations and elections." The agenda is a list of items to be discussed. There is no "old" business or "new" business. In my correspondence with the President concerning the BOD meeting next week, when I noticed that he did not include "acceptance of last meetings minutes, I asked why he is was not including acceptance of the BOD minutes. I got no response. I even asked why this was apparently a problem. I also stated that all that has to be done is for the minutes to be emailed and corrections asked for. I then stated that at the actual meeting, if no further corrections were received or offered, the President could simply state the minutes were accepted. I got no response from anyone and the minutes were not added to the agenda. I am very frustrated and see no reason why this issue is problem. Elbie

It is our President who puts together and sends out the agenda for BOD meetings and general membership meetings. He sends out the agendas via emails to all BOD members and asks if there are any additions. Each time we have had an upcoming BOD meeting, I have asked that acceptance of the previous meeting minutes be placed on the agenda. He refuses to do this, and I cannot get an answer as to why. The BOD usually meets each month. He has never put the minutes of the general membership meetings on the membership meeting agenda either even though I have asked that he do so. So far, no one else on the BOD has anything to say about this one way or the other. Am I wrong to expect that the minutes of the BOD and general membership meetings be on the agendas?

Thank you for your responses. I feel that since the chair originally said at the last membership meeting that the meeting order would be discussed later, he either did not believe he could decide the issue himself or he tried to just stop discussion of the issue and figured he would just make the change later. As a matter of fact he had posters made with the new meeting order made up to put around town before the BOD meeting although he had not put them up yet. As to the other issue about not letting items be added to the agenda at the start of the meeting. Was this ok? Elbie

Our BOD had our first meeting under the direction of our new president/chairman. Our bylaws say: " The Board of Directors is responsible for the general supervision of the Chapter's affairs and finances." Bylaws also say:" The President shall oversee all activities of the chapter and preside at all membership and board meetings." At the start of the meeting, I said that I had additions to the agenda. I was told that there would be a time at the end of the meeting for me to bring items up, and I was not allowed to name them at that time. At the end of the meeting, I was able to make a motion to have the BOD make a contribution to the local high school. This motion was seconded and passed. I then reminded the Chair that I had a second item to discuss. This concerned the order in which the membership meetings would be held. The chairman told us that he decided meetings would now go as follows: business meeting at 6PM to 6:30 PM, "meet and greet" from 6:30 PM to 7 PM and the speaker at 7PM. This is the reverse of the usual order for our meetings. I reminded that Chair that when this reversal was brought up before that the Chair said that the reversal would be discussed. The Chairman then said no he wasn't going to discuss this, and that it was his prerogative to make that change without the board approving. Is he correct? I feel that this is just the beginning of his making decisions that I feel belong to the board. Am I correct?

We are a non-profit. Our bylaws state that "Upon notice, the meetings of the Board of Directors may be conducted by telephone. The Board of Directors may also act by email vote, provided all members of the Board of Directors are permitted the opportunity to participate and all votes are shown to all Directors and reported in the minutes of the Board of Directors." I believe that the issue of meeting by phone means that there must be teleconferencing by a quorum of the board members. Is this correct? I am unclear on the email voting. If there is no meeting or motion, what voting is the bylaws referring to? I can understand voting online on an issue such as who is bringing the pizza, but how could the BOD vote expenditures, adoption of service projects, etc. without a meeting and motions? If a meeting was held and motions were made, can someone not at the meeting vote by email on the issue?🤔 I believe what the Chair will be do is - email the BOD a question such as "should we give the Outreach Committee a $1000 for advertising". He will then tell the BOD to email their votes. Would this be permitted? Any help or clarification you could give would be greatly appreciated. Thank you in advance. Elbie

Thank you for the information. I believe that I will move to rescind the motion that was made to give officers free dues and during discussion explain the conflict between the wording of the motion and the Bylaws. The Club can then decide how they want to handle the dues for officers situation. I should probably explain that this situation came about because of Covid. We had face to face meetings but many people did not attend and our Zoom was rather unsuccessful because of internet problems. We did not really have the election of officers the way we usually do and the present officers stepped up to say that they would run for office for another year. No one else volunteered. Things were just not "normal". thank you for your help. Elbie

Several years ago a motion was made and adopted that gave officers free memberships during their tenures. This is a friendly club and is a non-profit. The motion called the free memberships "Complimentary" and the motion was added to our Policies. Unfortunately, the Bylaws were found to define a "Complimentary" membership as a non-voting membership and those who fall under this category cannot hold office. Now there is a conflict between Bylaws and Policies. It is certainly difficult for the club to the pay the dues of officers that cannot hold office! What is the best way to handle this situation which should never have occurred in the first place. Thanks you, Elbie