Two Questions

[Guest Laurel]

Last Monday a theatrical club within a 55 and older community in FL voted on me to be their Director for next year's show. The vote was 7 to 5 in my favor. The other candidate is a woman, whose husband is on the Board and voted in favor of his wife. In fact, she directed the shows there for 9 years (no contest) until last year when she had some psychological issues and was unable to direct - and I then was hired professionally. Last Monday, there was an Executive Board Meeting (to which she was asked not to show up, but she did...and made a plea to come back to direct). When the discussions were on the floor, some of the board wanted her husband to leave and others said he could stay...so he stayed. The President made some comments that he didn't think that the previous director could handle directing again, and the husband was outraged. All the deliberations were made in his presence and then the board voted 7 to 5 in my favor.

Today - a week later, there was a General Meeting to announce to the theatre group the decision. At that meeting, the previous director and her husband wanted to impeach the president, were outraged and tempers were flying. I was asked not to attend the meeting (by the board), on the reasoning that they knew it was going to be hot-tempered. The Board after a lot of crying and yelling by the previous director and a hot tempered husband who is on the board demanded a re-vote to which they did and the vote then went from 8-4 not in my favor.

While it is a done deal, wouldn't it have been more proper for the husband NOT to have voted, not to have been part of the deliberations, etc...as it was a conflict of interest and his eyes looking at who is voting for his wife and who isn't? They did do a closed ballot, but even so.

Also, is it an acceptable situation for the board to change their vote on the pressure of those not accepting the board's decision? And then to vote on it in the heat of the situation with the one previous director there and me being asked not to come (due to me being a "professional" and wanting to save me from the "politics").

It seems unethical and made on the whim of emotions and not in light of the best interest of the group? What are the answers according to Robert's Rules...did the husband have a right to be on the board vote and did the board act in accordance to a re-vote?

Laurel

[Josh Martin]

While it is a done deal, wouldn't it have been more proper for the husband NOT to have voted, not to have been part of the deliberations, etc...as it was a conflict of interest and his eyes looking at who is voting for his wife and who isn't?

Yes, it would have been more proper for the husband to have abstained from voting, as it seems clear he had a personal interest not in common with other members, but he cannot be compelled to abstain. RONR does not suggest that members with a personal or pecuniary interest refrain from anything other than voting.

Also, is it an acceptable situation for the board to change their vote on the pressure of those not accepting the board's decision? And then to vote on it in the heat of the situation with the one previous director there and me being asked not to come (due to me being a "professional" and wanting to save me from the "politics").

It seems unethical and made on the whim of emotions and not in light of the best interest of the group?

The "revote" was rather sloppily done. The proper course of action was the motion to Amend Something Previously Adopted, but it's too late to raise a Point of Order on that now. The rest of it has no parliamentary relevance.

What are the answers according to Robert's Rules...did the husband have a right to be on the board vote and did the board act in accordance to a re-vote?

The husband had a right to vote (although he should not have exercised it in this case) and it seems the board made some procedural errors with this "re-vote," but nothing that would cause a continuing breach. As noted, the proper motion to accomplish the board's goal is the motion to Amend Something Previously Adopted.

[Larry Cisar]

The "revote" was rather sloppily done. The proper course of action was the motion to Amend Something Previously Adopted, but it's too late to raise a Point of Order on that now. The rest of it has no parliamentary relevance.

If this is a contract that has been awarded to you, you need a lawyer more than you need a parliamentarian. I am not sure that what Mr. Martin wrote applies in this situation.

[tctheatc]

The "revote" was rather sloppily done. The proper course of action was the motion to Amend Something Previously Adopted, but it's too late to raise a Point of Order on that now. The rest of it has no parliamentary relevance.

...... As noted, the proper motion to accomplish the board's goal is the motion to Amend Something Previously Adopted.

How would this be accomplished? Would there be a motion to amend/rescind something previously adopted (i.e. I move we amend/rescind the vote taken last week.) which needs the applicable vote, and then a new election, which would require a majority vote?

Or would there be one motion to amend/rescind and re-vote all together (I move we rescind/amend and elect the cryer)? And if this, what vote threshold is needed? It seems whatever is required for the motion to amend/rescind would have to apply to the vote as well. No?

[Josh Martin]

How would this be accomplished? Would there be a motion to amend/rescind something previously adopted (i.e. I move we amend/rescind the vote taken last week.) which needs the applicable vote, and then a new election, which would require a majority vote?

Or would there be one motion to amend/rescind and re-vote all together (I move we rescind/amend and elect the cryer)? And if this, what vote threshold is needed? It seems whatever is required for the motion to amend/rescind would have to apply to the vote as well. No?

From a parliamentary perspective, since this is not (as far as I can tell) an election to office or membership, the motion may be rescinded or may simply be amended to replace the individual with the desired person. In either case, the voting threshold is a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

As Mr. Cisar points out, however, if this is a staff position, there may be legal concerns involved as well.

[tctheatc]

From a parliamentary perspective, since this is not (as far as I can tell) an election to office or membership, the motion may be rescinded or may simply be amended to replace the individual with the desired person. In either case, the voting threshold is a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

OK, thanks. That distinction makes all the difference. I see.

[Tim Wynn]

Today - a week later, there was a General Meeting to announce to the theatre group the decision. At that meeting, the previous director and her husband wanted to impeach the president, were outraged and tempers were flying. I was asked not to attend the meeting (by the board), on the reasoning that they knew it was going to be hot-tempered. The Board after a lot of crying and yelling by the previous director and a hot tempered husband who is on the board demanded a re-vote to which they did and the vote then went from 8-4 not in my favor.

Did this happen in a board meeting? The board votes in a board meeting, not in a general-membership meeting.

[Guest Laurel Kadouri]

Thank you, all, for your responses. I appreciate them. I've learned a few things. Most importantly, I learned that it would have been smart of me to have made a contract IMMEDIATELY after the original vote last Monday. I just didn't expect that turn around and the President and I had a meeting set for this week (after the general meeting to inform the group of the board's decision....even though, the news had already spread shortly after the original vote).

It is clear to me that the husband should have excused himself from the vote due to the fact that he had a personal interest not in common to the other members. Furthermore, the deliberations before that vote, I understood from the President, were uncomfortable in his presence. Some members abstained from stating their point of view, due to the fact that they are his next door neighbor and/or have breakfast with him weekly, etc. The fact that the President stated his point of view in my favor caused the husband to threaten impeaching the President (which was a moot situation, but not nice, nevertheless).

Yes, the meeting a week later (this past Monday) WAS a GENERAL MEETING. I subsequently found out that the previous director spoke with each and every board member and promised some of them "positions" within the theatrical production. That is, one board member was promised to be in charge of all the comedic material in the show (which he loves). Another person, who is not on the board, but who does have clout within the group, was promised to be an Assistant Director, etc. That is, she was doing all sorts of maneuvering behind the scenes.

Anyway, I am not sure how they went upon the re-vote. That is, I don't know if they closed the General Meeting, sent everyone out of the room, and then re-voted, which is what I would speculate...or if they did the re-vote in the presence of the general meeting. I will find out.

Also, no - this was not a staff position, rather a position for their annual show. Last year, I was hired last minute when the previous director was undergoing shock treatments and was unable to direct. I was hired professionally, directed a beautiful show that was sold out every night with rave reviews. The cast loved working with me, but there is an allegiance to this previous director, as well as a fear to her and her husband, and the backlash of tempers and heightened emotions, threats of loss of friendships and lots of yelling, seems to have been the impetus of changing the vote. While I am disappointed, I look forward to other theatrical communities that will deal with matters in a more professional, ethical, and appreciative manner.

So much appreciation for all of your explanations, clarifications, advice, and point of views. They make the difference for me.

Sincerely,

Laurel Kadouri

Boca Raton, FL

[J. J.]

It is clear to me that the husband should have excused himself from the vote due to the fact that he had a personal interest not in common to the other members. Furthermore, the deliberations before that vote, I understood from the President, were uncomfortable in his presence. Some members abstained from stating their point of view, due to the fact that they are his next door neighbor and/or have breakfast with him weekly, etc. The fact that the President stated his point of view in my favor caused the husband to threaten impeaching the President (which was a moot situation, but not nice, nevertheless).

It is not clear to me. He was not voting to award himself a contract.

Also, no - this was not a staff position, rather a position for their annual show. Last year, I was hired last minute when the previous director was undergoing shock treatments and was unable to direct. I was hired professionally, directed a beautiful show that was sold out every night with rave reviews. The cast loved working with me, but there is an allegiance to this previous director, as well as a fear to her and her husband, and the backlash of tempers and heightened emotions, threats of loss of friendships and lots of yelling, seems to have been the impetus of changing the vote. While I am disappointed, I look forward to other theatrical communities that will deal with matters in a more professional, ethical, and appreciative manner.

It sounds like a staff position, as opposed to an officer position.

[Josh Martin]

Yes, the meeting a week later (this past Monday) WAS a GENERAL MEETING.

This is a crucial fact, and I'm glad Mr. Wynn followed up on this. This changes everything. Since this was not a board meeting, the board had no authority to take action, and the "revote" was not just sloppy procedure, but is null and void. A Point of Order regarding this may be raised by a board member at any future board meeting during the remainder of the director's term - from a purely parliamentary perspective, at least. I suspect there are still legal issues.

Anyway, I am not sure how they went upon the re-vote. That is, I don't know if they closed the General Meeting, sent everyone out of the room, and then re-voted, which is what I would speculate...or if they did the re-vote in the presence of the general meeting. I will find out.

It actually doesn't make any difference. The important point is that the voting did not occur at a properly called board meeting (since, presumably, some reasonable period of notice is required to call special meetings of the board), and therefore, the actions taken are null and void.

Also, no - this was not a staff position, rather a position for their annual show.

By "staff" I was wondering whether the position was paid or volunteer, not whether it was permanent or temporary.

[Guest Laurel Kadouri]

Wow. So interesting to know. I am going to share this information with the President of the group. It is null and void, since this was a General Meeting and not a Board Meeting? The Board Meeting was a week ago Monday and then this past Monday was a General Meeting intended to share the update of the decision made the week prior. So if I understand correctly, the reason behind the "null and void" is because it was a General Meeting and so if a re-vote was to take place, some type of motion to amend and/or rescind (plus the actual vote itself) would have had to have been set at a "reasonable period of notice" at a different date and not on the spot. Makes sense.

Staff - oh. Ok. Yes, I misunderstood. To clarify, interestingly enough, the previous director is a resident of the community and therefore, is unable to receive payment for her services. I do receive payment when I am hired. Last year, I had a contract with them with a particular salary. This year, we were about to make a similar contract, with the addition of a reasonable increase in salary.

When you say that you suspect legal issues are still at hand, what do you mean?

Wow. Thank you.

Laurel

[Josh Martin]

It is null and void, since this was a General Meeting and not a Board Meeting?

Exactly. The board can only take action at a board meeting.

So if I understand correctly, the reason behind the "null and void" is because it was a General Meeting and so if a re-vote was to take place, some type of motion to amend and/or rescind (plus the actual vote itself) would have had to have been set at a "reasonable period of notice" at a different date and not on the spot. Makes sense.

Well, I think you're confusing a couple of different topics here. It's the special board meeting itself that requires notice and can't be called on the spot. A motion to amend or rescind does not require notice (although it does lower the voting threshold for the motion's adoption). For instance, such a motion could have been made at the next regularly scheduled board meeting without notice.

When you say that you suspect legal issues are still at hand, what do you mean?

On this forum, we focus on the parliamentary issues surrounding a case. So far as RONR is concerned, an assembly is free to rescind or amend an election (with the exception of an election to membership or office) for any reason or no reason. So as I described above, the board could have replaced you at a board meeting without violating any parliamentary rule. There are, however, often legal complications involved when the motion involves hiring an employee, which are beyond the scope of this forum.

[Guest Laurel Kadouri]

Got it! I really appreciate the clarifications on all the issues. The information is so interesting to me.

I was/am disappointed in the way the situation was handled. I think understanding the parliamentary rules and the following:

1) The idea that the husband should have excused himself and abstained from voting (even though he didn't HAVE to)due to the fact that he did have an interest not in common with the other members.

2) The fact that the re-vote was held at a General Meeting and not at a Board Meeting.

3) The fact that action of the board should only take place at a Board Meeting.

4) The fact that there should be proper notice of a Board Meeting (not immediately following a general meeting without prior notice)

5) The fact that certain procedures should be followed in rescinding and/or amending an election with reason or no reason (in my case)

6) The fact that it seems that Parliamentary Rule was violated

7) The probability that legal issues could be raised, if followed through.

All these facts seem to help me make sense of the situation, give me a sense of empowerment over a situation which inherently felt wrong, and help me be more knowledgeable moving forward with a keener sense of acceptance.

Thank you for your time. These responses have helped me put this all together and move forward with a sense of strength.

Laurel

[Tim Wynn]

This is a crucial fact, and I'm glad Mr. Novosielski followed up on this.

That's an odd way to spell "Mr. Wynn."

[Josh Martin]

That's an odd way to spell "Mr. Wynn."

Well, the two of you both post so frequently I'm bound to get a topic confused with another one at some point.

[Tim Wynn]

Well, the two of you both post so frequently I'm bound to get a topic confused with another one at some point.

That's understandable, Rob.

[Gary Novosielski]

Well, the two of you both post so frequently I'm bound to get a topic confused with another one at some point.

Okay, Jake.