Bylaws and the Board

[Guest TT]

Over the years the bylaws have been amended(and seemingly on whim and w/o an amendment process) to empower the board to have exclusive control over the mebership and the organization. The bylaws from my interpretation (and with some confirmation from Q&A) are unclear. I find them to be contradictory on many points and clearly not working. The current board admittedly, had not actually all read them, most do not understand them and for the most part dismiss them. What tools are available when the interpretations of the Board are interpreted differently from the members they don't recognize?

There is a growning number of members who would like to remove the board and start over and start the process to amend the bylaws. The Board does not recognize members. One of the problems the members are having is excessive discipline by the President of parents and coaches, without due process, witout hearings and much of the time without the rest of the board. Yet when the discipline has been requested by a parent or coach of a Board member- they just choose not to address it.

At a Board meeting last night they determined they as Board members were the only active members until the season starts and therefore we have no right to meet, amend bylaws, or be heard. There are parts of the bylaws that could be interpreted to support that - sort of. There are also bylaws that speak to otherwise.

The President at the Board meeting last night handed discipline letters written by him, yet not reviewed by the other Board members, to three board members who stood up to him to say what you are doing is wrong. When handing one to one of the three, the President said to him you are useless. The discipline letters say they are detrimental to the program. I could go on and on...I will stop here.

I know some one or more has to do something. If there is a loop hole on Membershp meetings can I jump in it? Or is it a waste of time? Is it as simple as if I get members to attend a meeting we can rescind anything done by the board? And if so how? And if the board is so inclusive that we don't know for sure what they are doing how can we undo it?

We held a membership Meeting in February, probably the first true one in years. Last night at the Board meeting- they voted not to accept the minutes of that meeting. They don't get it. Its a mess. I want to find a way out.

The Board members all have solid two year terms(unless we rescind the election-another power trip situation) or thru discipline-which- would go thru the board. There is cause for multiple disciplinary actions for individual board members as well. The disciplinary actions in the bylaws essentially leave discipline to the board- so how do I go that route? Can they really circle the wagons so tight as to keep everyone out and continue in this bullying fashion? The President sends emails to the Board members to tell them how to vote and THEY DO. Crazy making, but they do.

thank you for your time

[jstackpo]

Although I only skimmed your "mess", here's a possible course of action.

Get a lawyer to lock up the bank account - if any.

Stop paying dues.

Form a new, democratic, organization and do it right hereafter - see p. 536.

(This advice is patterned after what is going on all over the middle-east these days.)

[David A Foulkes]

Sad to say, but it seems like a lost cause. Whether what you have in your organization is worth fighting for is a question you'll need to answer. While there are remedial measures available, it doesn't sound like you're going to have an easy time of it. Amendments to the bylaws made without following proper procedure (as set forth in the bylaws) are likely null and void, but challenging your board and president on this may be nigh on impossible, especially if they disregard them, as well as RONR no doubt. Might be time to cut your losses and run. Without a solid majority (or more) of the membership on "your side" and an undying determination to see it through, you'll have little recourse.

The bigger problem is that, when violations of bylaws and members' right occur, there are corrective steps to be taken, such as Points of Order regarding continuing breaches. But those steps are part of following the rules (as set forth in RONR and maybe your bylaws) and if your leadership isn't following the rules to begin with, which is what got you here, they aren't going to suddenly see the error of their ways and begin following them to make things right. Any actions taken by you and others will likely be ruled out of order (incorrectly so, no doubt) and you may end up facing disciplinary action (incorrectly so, no doubt) anyway. You can get good advice here on what the proper steps might be to address your situation, but in the end, it may be all for naught.

Ultimately, you would no doubt benefit from the assistance of a parliamentarian, as well as possibly a lawyer. The expense of that may not be worth it. Might be better to take Mr. Stackpole's advice and start fresh.

Good luck.

[tctheatc]

Although I only skimmed your "mess", here's a possible course of action.

Get a lawyer to lock up the bank account - if any.

Stop paying dues.

Form a new, democratic, organization and do it right hereafter - see p. 536.

I read the whole mess word for word and I was thinking the same thing. When all else fails, stop the money flow, assuming there is some in your organization.

[hmtcastle]

There is a growning number of members who would like to remove the board and start over and start the process to amend the bylaws.

Well, when that number reaches a majority (of members present and voting at a quorate membership meeting), you can get to work. And when that number reaches two-thirds (of the members present and voting at a quorate membership meeting), you'll be able to do whatever you want.

So start sending those e-mail messages and making those phone calls.

[Josh Martin]

What tools are available when the interpretations of the Board are interpreted differently from the members they don't recognize?

Point of Order and Appeal.

There is a growning number of members who would like to remove the board and start over and start the process to amend the bylaws.

For removing the board members, see FAQ #20. For amending the Bylaws, check your Bylaws.

If there is a loop hole on Membershp meetings can I jump in it? Or is it a waste of time? Is it as simple as if I get members to attend a meeting we can rescind anything done by the board? And if so how?

See Official Interpretation 2006-13.

And if the board is so inclusive that we don't know for sure what they are doing how can we undo it?

That is a dilemma. You can order the board to read the board minutes at a meeting of the general membership (2/3 vote, vote of a majority of the entire membership, or majority vote with previous notice), but it seems unlikely the board will comply.

We held a membership Meeting in February, probably the first true one in years. Last night at the Board meeting- they voted not to accept the minutes of that meeting. They don't get it. Its a mess. I want to find a way out.

The disciplinary actions in the bylaws essentially leave discipline to the board- so how do I go that route?

Well, you don't. If the Bylaws give the board exclusive authority for discipline to the board, the general membership has no say in the matter. You might be stuck with them until the next general elections.

This last bit of information especially leads me to agree with Mr. Foulkes that the society likely needs a professional parliamentarian, a lawyer, or both, and it may become necessary to start a new society.