Questions

[Guest Marguerite]

At our monthly meeting Monday evening, a member,[past president] spoke on several issues-

He was a guest at a previous Board meeting and requested to stay for the entire meeting. The VP [sitting in for the President] denied the request.

He brought this to the membership, stating all members should be able to attend the Board to observe. Next, he made a motion, it was seconded and he

asked for a show of hands which according to him would allow non-board members to attend the Board meetings. The attendance that evening was

above normal - and w/o counting it was a majority show of hands.

Was this a correct/acceptable move on his part?

Can the Board announce these meetings are closed?

Can a motion be made & second from the floor?

Can the Board call for an Executive Session/Closed meeting prior to our next

scheduled meeting to discuss the above questions?

I know this is long but we are desperate for answers. Thank you much!!!!

We are an over 55 adult very active Association.

[hmtcastle]

Was this a correct/acceptable move on his part?

Can the Board announce these meetings are closed?

Can a motion be made & second from the floor?

Can the Board call for an Executive Session/Closed meeting prior to our next scheduled meeting to discuss the above questions?

The board (but not the chair or any one board member) is free to admit or exclude non-members (of the board) from its meetings as it wishes, whether that meeting, or any portion, is held in executive session or not.

I would think that a rule that would give non-members of the board the right to attend board meetings should be in the bylaws but there may be other options, so stay tuned.

[Guest Marguerite]

So it is entirely up to the Board to have or have not non-members attend? There is nothing in the by-laws about attendance by non board members. It has been for 20 years non-board members attend, state their business then leave before the meeting is opened. Was it proper for him to give his thougts on this matter then ask for a second, then a vote by show of hands or should this motion been restated by the president before the vote?

Thanks again

[David A Foulkes]

He brought this to the membership, stating all members should be able to attend the Board to observe. Next, he made a motion, it was seconded and he

asked for a show of hands which according to him would allow non-board members to attend the Board meetings. The attendance that evening was

above normal - and w/o counting it was a majority show of hands.

Was this a correct/acceptable move on his part?

I'm going on the assumption that this was at a membership meeting, not at a board meeting. This member was not the person to call for a vote. That is the duty of the chair, and I only know of one exception to this and it wasn't this from what you describe. So what was the chair person doing at this time?

Whether the membership can adopt such a motion seems questionable, in my opinion. It sounds like adopting a special rule of order perhaps, and if done at a membership meeting, there may be some validity to it. The vote most likely should have been counted, as it quite likely required more than a majority. But the whole scenario you describe sounds very inappropriate, so it may be all null and void in the end.

Others will be posting their opinions soon, so do stay tuned.

[Kim Goldsworthy]

He brought this to the membership, stating all members should be able to attend the Board to observe.

Next, he made a motion, it was seconded and he asked for a show of hands which according to him would allow non-board members to attend the Board meetings.

Was this a correct/acceptable move on his part?

Can the Board announce these meetings are closed?

Can a motion be made & second from the floor?

Can the Board call for an Executive Session/Closed meeting prior to our next scheduled meeting to discuss the above questions?

In general:

• A board is subservient to the general membership.

• Whatever a general membership adopts, a board cannot countermand.

The exception, as always, would be a rule in your bylaws/constitution which grants certain powers to your board. Thus, it is possible that the board is the superior body in your organization, not the general membership. Beware of the relationship.

But, by default, until you can cite a rule saying otherwise, the general membership creates the rules, and the board must obey the rules created by the general membership.

So, to answer your question:

Yes, it was acceptable.

No, the board cannot close a meeting, if doing so violates the new rule.

[Guest Questions]

In general:

• A board is subservient to the general membership.

• Whatever a general membership adopts, a board cannot countermand.

The exception, as always, would be a rule in your bylaws/constitution which grants certain powers to your board. Thus, it is possible that the board is the superior body in your organization, not the general membership. Beware of the relationship.

But, by default, until you can cite a rule saying otherwise, the general membership creates the rules, and the board must obey the rules created by the general membership.

So, to answer your question:

Yes, it was acceptable.

No, the board cannot close a meeting, if doing so violates the new rule.

[tctheatc]

In general:

• A board is subservient to the general membership.

• Whatever a general membership adopts, a board cannot countermand.

The exception, as always, would be a rule in your bylaws/constitution which grants certain powers to your board. Thus, it is possible that the board is the superior body in your organization, not the general membership. Beware of the relationship.

But, by default, until you can cite a rule saying otherwise, the general membership creates the rules, and the board must obey the rules created by the general membership.

So, to answer your question:

Yes, it was acceptable.

No, the board cannot close a meeting, if doing so violates the new rule.

Certainly this all hinges on what is specified in the bylaws as to the makeup and authority of the board. But at first glance, to me anyway, a (non-board) member at a (non-board) meeting successfully moving to allow (non-board) members to attend board meetings is a step away from voting to allow them to speak, and vote, and therefore basically run the board meetings. I'm wondering at what point would a line be crossed and the board would basically cease to exist as a board and we'd be in violation of the bylaws...

Then again, I've just woke up and not even had the morning coffee yet.

[Josh Martin]

Was this a correct/acceptable move on his part?

Yes.

Can the Board announce these meetings are closed?

Not anymore.

Can a motion be made & second from the floor?

Of course.

Can the Board call for an Executive Session/Closed meeting prior to our next scheduled meeting to discuss the above questions?

The board may call for a special meeting and, at that meeting, it may enter executive session, but it may not order the members of the association to leave. The effect is that secrecy will be imposed upon them as well. The board may discuss these issues at such a meeting if it wishes. Technically, the motion doesn't require that general members be given notice of board meetings, so the board meeting could just keep the meeting a secret, but that seems like playing with fire.

So it is entirely up to the Board to have or have not non-members attend?

In the absence of a rule to the contrary, yes, but now there is a rule to the contrary.

Was it proper for him to give his thougts on this matter then ask for a second, then a vote by show of hands or should this motion been restated by the president before the vote?

The President should have stated the motion, but it's too late to raise a Point of Order about that now.

Whether the membership can adopt such a motion seems questionable, in my opinion.

I disagree. There is no question about whether the membership can adopt a motion, although I can see that there may be some disagreement about what exactly the general membership must do to adopt such a motion. Personally, I think a standing rule would be sufficient, but I can see legitimate arguments to suggest that it would take a special rule of order.

It sounds like adopting a special rule of order perhaps, and if done at a membership meeting, there may be some validity to it. The vote most likely should have been counted, as it quite likely required more than a majority.

This would, in my opinion, be a standing rule. I don't see how who is or is not present is a parliamentary rule.

But the whole scenario you describe sounds very inappropriate, so it may be all null and void in the end.

The only grounds I see for a continuing breach would be if the motion required an amendment to the Bylaws or (possibly) if the motion required a special rule of order.

But at first glance, to me anyway, a (non-board) member at a (non-board) meeting successfully moving to allow (non-board) members to attend board meetings is a step away from voting to allow them to speak, and vote, and therefore basically run the board meetings. I'm wondering at what point would a line be crossed and the board would basically cease to exist as a board and we'd be in violation of the bylaws...

In my view, a motion to permit members to speak in debate at a board meeting would be a special rule of order, but a rule allowing non-board members to vote would require an amendment to the Bylaws (although such an amendment would be pointless as the organization may as well just abolish the board).