Meetings

[Guest TT]

Can the General membership attend Board Meetings?

It seems if the Board has a meeting and the members attend- it becomes a membership meeting- no?

I read the ByLaws (below) that the Organization has Board Meetings with dates determined by the Board in a meeting held before the February monthly meeting- which would be the Regular Meeting,

I read Regular Meetings meeting the 2nd Monday of every month to mean Regular Membership Meetings

Special Meetings confuses me- but I think Special Meetings would be of the Regular Membership but at a time other than the 2nd Monday as needed for specific business.

On pg 87 lines 15-34 It describes a Regular Meeting which could be a permanent society, local branch, or board....is this were the interpretaion of the Bylaws answer comes in?

The ByLaws speak to meetings as follows

ARTICLE 5: MEETINGS

SECTION 1. MEETINGS OF THE BOARD OF DIRECTORS

The Board shall hold its first meeting prior to the February monthly meeting for the purpose of selecting Deputy Commissioners and for the transaction of such business as may properly come before the meeting. The Board shall determine the monthly meeting of the Board of Directors.

SECTION 2. REGULAR MEETINGS

Monthly meetings shall be held on the 2nd Monday of every month, unless deemed necessary by the President.

SECTION 3. SPECIAL MEETINGS

The President may, whenever he/she deems it advisable, issue a call for a special meeting. The secretary shall give notice of the special meeting to each Board member, the date, time and purpose of the meeting. No matters not so stated may be acted upon at the special meeting.

SECTION 4. QUORUM

To constitute a quorum, it shall be necessary to have seventy percent (70%) of the Board of Directors present.

Sorry this is long and thank you for your assistance in advance

[Gerry4000]

No, members attending a board meeting do not change the meeting into a meeting of members.

It is still a board meeting.

[Gary Novosielski]

Can the General membership attend Board Meetings?

It seems if the Board has a meeting and the members attend- it becomes a membership meeting- no?

I read the ByLaws (below) that the Organization has Board Meetings with dates determined by the Board in a meeting held before the February monthly meeting- which would be the Regular Meeting,

The general membership can attend board meetings with the permission of the board, or if granted that right by some rule in your bylaws.

If the board has a meeting and members of the society attend, they are non-members of the board, i.e., guests.

Sections 1, 3, and 4 of those bylaws appear to refer to the board of directors. Number 2 is pretty ambiguous. Can't help you intepret your bylaws.

[Josh Martin]

Can the General membership attend Board Meetings?

Only if the board permits them to.

It seems if the Board has a meeting and the members attend- it becomes a membership meeting- no?

No.

is this were the interpretaion of the Bylaws answer comes in?

Yes. It is up to your assembly to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. If your Bylaws are ambiguous, in the long run you may wish to amend them for clarity.

[Guest TT]

Thank you for your responses.

In Section one it speaks to the Board determining the monthly meeting of the Board.

In Section 2. It says Regular Meetings on the 2nd Monday's. Which lends itself to them being seperate meetings.

SECTION 1. MEETINGS OF THE BOARD OF DIRECTORS

The Board shall hold its first meeting prior to the February monthly meeting for the purpose of selecting Deputy Commissioners and for the transaction of such business as may properly come before the meeting. The Board shall determine the monthly meeting of the Board of Directors.

SECTION 2. REGULAR MEETINGS

Monthly meetings shall be held on the 2nd Monday of every month, unless deemed necessary by the President.

Could an argument be made that because the wording is unclear and maybe a little contradictory- that we would defer to the description for "Regular Meetings" in RRON?

This Board is "allowing" 30 minutes for a "public session" where they will take questions and listen to concerns. THEN excuse the "public" and go into executive session, where they will disccus the issues and get back to the person who brought it up- by email -on what they decided. To compound this - they don't get back to many them and the items left hanging are building up. No other meetings are being held for the membership.

[Gary Novosielski]

Could an argument be made that because the wording is unclear and maybe a little contradictory- that we would defer to the description for "Regular Meetings" in [RONR]?

Well, no, because RONR has no rule on when meetings must be held.

Are there no other provisions on meetings of the membership?

The thing is, when bylaws are ambiguous, it is up to the membership of the organization to interpret them. You can't just ignore them. But to interpret them there has to be a meeting of the membership at which a quorum is present. The membership, by default, has the power to reverse any decisions made by the board (unless their action is already completed), and to direct them on how they are to behave.

Others may weigh in on this idea, but it seems to me that IF you believe that the bylaws MEAN that there is to be a membership meeting on the 2nd Monday, and a significant fraction of members agree with you, then show up and have the meeting. If the president does not show up, elect a president pro tem and secretary pro tem if necessary, and then, if you have a quorum, conduct business. Take minutes and safeguard them.

Problems with this idea? Yes--for one thing, the clause "unless deemed necessary by the President". Shouldn't that be "unless deemed UNnecessary"? It's certainly confusing, and it's up to you to figure out what it means.

Naïvely, it seems to be a reversal of the normal method of calling meetings when necessary. Here, meetings are held, except when canceled? Or, does it mean unless deemed necessary MORE frequently than once a month? It's unclear, and so open to interpretation by (a majority vote at a legal meeting of) your membership. I don't know what to think (well, except that you need to revise your bylaws so they can be understood, but that's another issue).

And it's also unclear--even if we accept that the 2nd Monday is a regular membership meeting--where the meeting is held, and at what time. Would this meeting still require a "call" from the Secretary, for that reason? Or could people just show up at the Old Same Place at the usual hour.

Do your bylaws have any provision for holding special meetings of the membership upon the request of <n> members, or anything like that?

Stay tuned.

[Guest TT]

My apologies- I meant to speak to the definition of a "Regular Meeting" not the time and date- clearly there isn't enough information there. No- there are no other provisions for Regular Meetings- what I posted is all there is.

Neither the bylaws or RRON have been read by many on the board, let alone followed. This Board started a series of disciplinary reprimands of coaches and members, as they saw fit to. One was close to me personally so I went to the bylaws and RRON for clarity and assistance. What I uncovered is a Board who does not understand, bylaws that need work and a board with a disregard for RRON (RRON is the chosen code of conduct in the bylwas)and for the membership it serves.

I am trying to take a stand for change-

Our term of office says Two year term with no and and no or.....disciplinary action seems to be all that is left- help

[Gary Novosielski]

Neither the bylaws [n]or [RONR] have been read by many on the board, let alone followed. This Board started a series of disciplinary reprimands of coaches and members, as they saw fit to. One was close to me personally so I went to the bylaws and [RONR] for clarity and assistance. What I uncovered is a Board who does not understand, bylaws that need work and a board with a disregard for [RONR] ([RONR] is the chosen code of conduct in the bylwas)and for the membership it serves.

I am trying to take a stand for change-

...disciplinary action seems to be all that is left- help

Please note the appropriate abbreviation of (Robert's) Rules of Order Newly Revised is RONR.

If your bylaws are silent on discipline, and RONR is your parliamentary authority, you need to follow the disciplinary procedures in Chapter XX. of the Book. Make sure you read and understand the entire chapter, because the procedure is somewhat involved. Given the amount of work involved you may want to stop and ask yourself if the effort might be better applied to electing a board that respects the relationship between the board and the society.

That will depend on when your elections are scheduled, whether you have staggered terms, and any number of local factors. But you can't judge until you're familiar with what's in that chapter.

[Josh Martin]

Could an argument be made that because the wording is unclear and maybe a little contradictory- that we would defer to the description for "Regular Meetings" in RRON?

No, and I'm not entirely clear on how that would help you anyway. RONR defines a regular meeting as "the periodic business meeting of a permanent society, local branch, or board, held at weekly, monthly, quarterly, or similar intervals." (RONR, 10th ed., pg. 87, lines 17-20) That doesn't really help you determine which of the three your Bylaws are referring to.

This Board is "allowing" 30 minutes for a "public session" where they will take questions and listen to concerns. THEN excuse the "public" and go into executive session, where they will disccus the issues and get back to the person who brought it up- by email -on what they decided. To compound this - they don't get back to many them and the items left hanging are building up.

Nothing in RONR would prohibit the board from doing this at a board meeting.

No other meetings are being held for the membership.

This seems to be the real problem. If it is your interpretation that Section 2 is referring to regular meetings of the general membership, perhaps you should just get enough members together on the specified date to constitute a quorum and have the meeting. If there is any disagreement on this matter of interpretation, it may be handled by a Point of Order and any subsequent Appeal.

This Board started a series of disciplinary reprimands of coaches and members, as they saw fit to. One was close to me personally so I went to the bylaws and RRON for clarity and assistance. What I uncovered is a Board who does not understand, bylaws that need work and a board with a disregard for RRON (RRON is the chosen code of conduct in the bylwas)and for the membership it serves.

I am trying to take a stand for change-

Our term of office says Two year term with no and and no or.....disciplinary action seems to be all that is left- help

If your Bylaws do not include the "or until their successors are elected" language and do not have any other language regarding discipline, you will need to follow the formal, lengthy disciplinary procedures in Ch. XX of RONR. Be sure to read the entire chapter thoroughly before proceeding.

[Guest TT]

There were two resignations one at the Board meeting the member handed a letter to the secretary. The next day another member submitted his letter in person to the secretary. The next meeting was a meeting of the membership. 4 days prior to this meeting both members submitted rescission letters. At the membership Meeting, no motion and no mention was made about any of these letters. A question came from the Membeship about what positions were vacant and the Chairmen/President stated only one- which was neither of these two positions, seemingly accepting them back onto the board. NOW...there is a board meetings scheduled and they have demanded that the resignations and rescissions be on an agenda to be discussed, because now they don't want themon the board. Can't make this stuff up...

I read in Question 18 .... "placed before the assembly by the chair"... Which assembly? An assebly of the board right then and there? an assembly of the board at the next meeting? an assembly of the board in the parking lot? Or an assembly of the general membership at a regular or special meeting- any reference to where this is in the book would be amazingly helpful.

I am trying to learn alot in a short time- "stating the question" as in I have received this and I make a motion to accept?

Question 18:

Is it possible to withdraw a resignation after it has been submitted?

Answer:

A resignation is a Request to Be Excused from a Duty. It may be withdrawn in the same manner as any motion may be withdrawn - that is to say, before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (10th ed.), p. 277-80; 283-85.]

THANK YOU - THANK YOU

[David A Foulkes]

The first three (of six) basic steps in handling a motion are:

1. a member makes a motion

2. another member seconds it

3. the chair "states the question" which then places "ownership" of the question with the assembly

Until the chair states the question, the mover of the motion in #1 can withdraw it with no permission needed. After, he can only do it with permission of the assembly.

A resignation is a request to be excused from a duty, and such a request must be approved by the body that is empowered to fill the vacancy, either the board or the membership as noted in your bylaws.

So, after the resignation is submitted, at a duly called meeting with a quorum present a motion would be made to accept the resignation, and after it being seconded, the chair would state the question, thus placing it "before the assembly." Until that moment, the resigning officer may withdraw his resignation without needing any further approval. This is what seems to have happened. Therefore, it's as good as it never having been submitted in the first place. It didn't happen. Nothing to discuss.

The references in RONR at the end of the answer on Question 18 will take you to the pages on this.

[Guest TT]

SO- This is the only time the word resignation or any derviative thereof appears in the bylaws.

So- The President retains Title in all three meeting types. So based on what I am reading we would need a majority at a Regular Meeting of the membership or a Special Meeting of the membership.

OR The President in some capacity at some meeting can appoint who he sees fit or likes better.

Then there is that little word "may" not shal...he "may".

I am dizzy- need rest

SECTION 2. VACANCIES

In the event that active members cannot fill all positions on the board, the new board may appoint a non-active member to fill the available position(s). If any vacancy should occur on the Board of Directors by death, resignation, or otherwise, it may be filled by appointment of the President at any regular meeting, or at any special meeting called for that purpose.

[Guest TT]

On Special meetings-

SECTION 3. SPECIAL MEETINGS

The President may, whenever he/she deems it advisable, issue a call for a special meeting. The secretary shall give notice of the special meeting to each Board member, the date, time and purpose of the meeting. No matters not so stated may be acted upon at the special meeting.

When I try to tie it all together fairly- I can't make it work.

Here Special Meetings are called and each Board member gets notice. So the President can choose a Regular Meeting (of the general members?) or a Special Meeting of the Board or a Special Meeting where only the Board gets the notice.......If the Board can set there own Meeting dates Section 1. why would they need to call a special meeting- they could just call a Board meeting and notify the Board. The Regular Meeting Section 2. has a set date for a meeting so a Special meeting would need to be called, if needed on a day other than the 2nd Monday of the Month, but then we would only notify the Board?

Is it me?

[Josh Martin]

Which assembly?

The assembly or individual that is authorized to fill the vacancy.

I am trying to learn alot in a short time- "stating the question" as in I have received this and I make a motion to accept?

It refers to when the President states the question on accepting the resignation. Since it is the President alone who appears to be empowered to fill vacancies by your Bylaws, the issue of "stating the question" is not particularly relevant.

SECTION 2. VACANCIES

In the event that active members cannot fill all positions on the board, the new board may appoint a non-active member to fill the available position(s). If any vacancy should occur on the Board of Directors by death, resignation, or otherwise, it may be filled by appointment of the President at any regular meeting, or at any special meeting called for that purpose.

It is ultimately up to your organization to interpret its own Bylaws (see RONR, 10th ed., pgs. 570-573), but the language seems quite clear to me. The President is empowered to fill vacancies.

Here Special Meetings are called and each Board member gets notice.

It is again up to your organization to interpret its own Bylaws, but this would seem to suggest that the section is referring to special meetings of the board.