The Board at AGMs

[Rev Ed]

I have read several times from members of this forum about how the Board is not at the AGM. While this might be strictly true, the members of the Board will still likely be at the meeting - assuming that they are members (which most tend to be), or are invited in the event they are not- and some (the President and Secretary for example) will likely have responsibilities to carry out at the meeting.

My comment is this: while it technically true that the AGM is not a "Board meeting", and thus the Board is not strictly at the meeting, the Board is likely to be in attendance.

My question, such as it is, is why do members of this forum not make this differential more clear? While I understand the difference (the Board members who do not have responsibilities at the meeting are there in their capacity as "general members", not "Board members"), I can see where this type of response could be misunderstood (i.e. how can the Board not be at the meeting, if they are actually present at the meeting.) Would it not make more sense to clarify this in responses? For example, "The Board is not officially present at general membership meetings, but may attend in their capacity as general members."

[Chris Harrison]

I suppose that there could be misunderstandings by the response that the Board is not at the AGM (even though most or all of the Board members are there) but I think that it is the best response for clarity's sake. When people post here about the Board being at the AGM and running the show they are under the misconception that the Board has a role at the meeting or the Board has gotten too big for its britches (assuming of course the bylaws don't actually give the Board a role at the AGM) and to elaborate further would likely cause more confusion than it solves. The fact is that even if every Board member is at the AGM the Board itself does NOT exist as a body at a meeting of the General Membership. There can only be one body conducting business in the same room at the same time and if the GM is conducting business then the Board cannot be simultaneously conducting business. The same concept applies to committees. While all of the members of the nominating committee may be present at the meeting where elections take place they don't exist as a committee at that meeting. The reporting member gives the nominations and then sits down and lets the assembly deal with any further nominations from the floor and the election itself without any further involvement from the (now disbanded) committee.

[hmtcastle]

My comment is this: while it technically true that the AGM is not a "Board meeting", and thus the Board is not strictly at the meeting, the Board is likely to be in attendance.

That statement's not only false, it's oxymoronic. What I assume you mean to say is that, while the board is not at the meeting, board members are likely to be in attendance. And that's all that any of us have been saying.

My question, such as it is, is why do members of this forum not make this differential more clear? . . . For example, "The Board is not officially present at general membership meetings, but may attend in their capacity as general members."

Unfortunately, that's less clear. Only people can attend a meeting. A board cannot attend a meeting. Board members can but, if it's not a board meeting, their status as board members is parliamentarily irrelevant.

And expressions such as "technically true", "strictly at", and "actually present" mean the same without the adjectives.

[Gerry4000]

The status/participation of "The Board" at, say, the annual membership meeting also depends on the Bylaws of the organization. For example, I am a member of a board where the board elects officers from members of the board (I am also an officer). The organization's bylaws provide that the Board Chairman chairs the annual meeting of members and a report from "The Board" is to be presented to the members at the annual meeting.

[David A Foulkes]

The status/participation of "The Board" at, say, the annual membership meeting also depends on the Bylaws of the organization. For example, I am a member of a board where the board elects officers from members of the board (I am also an officer). The organization's bylaws provide that the Board Chairman chairs the annual meeting of members and a report from "The Board" is to be presented to the members at the annual meeting.

But all of that does not support the concept that "the board" as that entity is empowered to act during the AGM. A committee may report at the AGM, but it is not meeting at the time. Quite likely all the board members are general members and may be in attendance, but with no more authority than any other member sitting next to them.

[Rev Ed]

For that is where the problem lies. The President will generally chair the annual meeting, with the Secretary taking the Minutes, and possibly the Treasurer presenting the Treasurer's Report. Then there may be a Report made by the President ('The President's Report') or a report made by the Board as to what has occurred since the last membership meeting.

I can see where this can be confusing - how can the 'Board' not be present when its members may appear to be doing most of the work (or actually doing most of the work). While the Board itself is not officially present, if its members are at the meeting and have things to do (as mentioned above), it is hard to say that the Board is not at the meeting then.

[Tim Wynn]

For that is where the problem lies. The President will generally chair the annual meeting, with the Secretary taking the Minutes, and possibly the Treasurer presenting the Treasurer's Report. Then there may be a Report made by the President ('The President's Report') or a report made by the Board as to what has occurred since the last membership meeting.

I can see where this can be confusing - how can the 'Board' not be present when its members may appear to be doing most of the work (or actually doing most of the work). While the Board itself is not officially present, if its members are at the meeting and have things to do (as mentioned above), it is hard to say that the Board is not at the meeting then.

Q. When is an air-traffic controller not an air-traffic controller?

A. When he's anywhere outside the air-traffic control room.

If you're riding in an airplane, seated next to an air-traffic controller, I'll bet he doesn't have the authority to tell the pilot where to fly.

Q. When is a board not a board?

A. When it's not in a board meeting.

[David A Foulkes]

For that is where the problem lies. The President will generally chair the annual meeting, with the Secretary taking the Minutes, and possibly the Treasurer presenting the Treasurer's Report. Then there may be a Report made by the President ('The President's Report') or a report made by the Board as to what has occurred since the last membership meeting.

I can see where this can be confusing - how can the 'Board' not be present when its members may appear to be doing most of the work (or actually doing most of the work). While the Board itself is not officially present, if its members are at the meeting and have things to do (as mentioned above), it is hard to say that the Board is not at the meeting then.

I don't think anyone has yet disputed the thought that it can be confusing to the "average member", but this confusion is borne of ignorance, and I use that term in the nicest and true sense and definition of the word - lack of knowledge, particularly as regards the separation of deliberative assemblies within a society. That many members of organizations (most especially those that post here) are not parliamentarily aware is a likely given. Thus, they accept what they are told, or often form beliefs and opinions based on what they think is fact, such as whenever several members of the board are in the room, the Board is there.

Without delving into specifics of percentages and numbers, I'll say that it is probably more common that the President is elected by the membership as the president of the society, and through bylaw is ex-officio also a member of the Board. That doesn't mean he IS the board, of course, or whenever present at a meeting is so as a Board member. He is still just another member with all the same rights as any other member, but with some extra responsibilities (such as presiding at all meetings) and as such does voluntarily restrict some of his rights (such as voting in most cases). The same can be similarly said of the Secretary, who is the secretary of the society, and also a member of the Board. But at meetings, he is acting as the secretary of the society, not as a board member.

That the membership does not understand these distinctions is at the heart of it. Not that every member should be a parliamentarian, but by their membership and participation at meetings, they should endeavor to be familiar enough with the rules, if for no other reason than to level the playing field against the sort of rogue presidents and boards about whom we hear too often. Can we help by being more precise in our declarations that The Board won't be at next month's membership meetings? Sure, and maybe that will help.

[Gerry4000]

But all of that does not support the concept that "the board" as that entity is empowered to act during the AGM. A committee may report at the AGM, but it is not meeting at the time. Quite likely all the board members are general members and may be in attendance, but with no more authority than any other member sitting next to them.

But, in the organization described, I believe board members do have more authority than another member in the meeting. In general, for examples, members might question the decision of the Board to paint the gazebo pink and purple, and fly a flag of rebellion of some splinter group of revolutionaries in South Asia. Board members might very well respond to such membership objections as board members. Wile the "board" is not meeting at this time and could not make board decisions, board members could state their intentions to the general membership at such a members meeting.

[tctheatc]

But, in the organization described, I believe board members do have more authority than another member in the meeting. In general, for examples, members might question the decision of the Board to paint the gazebo pink and purple, and fly a flag of rebellion of some splinter group of revolutionaries in South Asia. Board members might very well respond to such membership objections as board members. Wile the "board" is not meeting at this time and could not make board decisions, board members could state their intentions to the general membership at such a members meeting.

They can state their intentions and give their rationale for a decision, but that doesn't give them more AUTHORITY at a general meeting, as your 1st sentence asserts.

[tctheatc]

Q. When is an air-traffic controller not an air-traffic controller?

A. When he's anywhere outside the air-traffic control room.

If you're riding in an airplane, seated next to an air-traffic controller, I'll bet he doesn't have the authority to tell the pilot where to fly.

Q. When is a board not a board?

A. When it's not in a board meeting.

Good example. You are correct; he doesn't.

Perhaps there is some confusion with cases where Open Meeting Laws are applicable? This is something I've recently learned reading here. Just days ago there was a thread discussing that there were enough members of a committee present at a hearing that the chair told them not to engage in the discussion. As I understand, it COULD be construed that due to Open Meeting Laws in such a case that body/committee must be careful so as not to be acting as a committee. But in general, where such Open Meeting laws are not applicable (e.g. a church membership meeting) the board is not there as a board anymore than members of the softball team who are there are having a game.

[David A Foulkes]

But, in the organization described, I believe board members do have more authority than another member in the meeting.

Like how?

Can they vote twice? Do their votes count for more? Can they speak three times on a question, not just twice? Can they make motions that are out of order? Can they overturn a vote by the membership? Can they speak without being recognized by the chair?

What authority does any board member have (by virtue of their board status) over any other member?

[hmtcastle]

it is hard to say that the Board is not at the meeting then.

No it's not. And it's an important distinction to make.

[Rev Ed]

Well, my point is that the average Joe on the street is not likely to start asking questions here if he did not need help. While I agree that the confusion (i.e. how can the Board not be at the meeting when the members are present) would likely be due to a lack of knowledge, I do believe it is important to make it clear, as other have stated people sometimes do question why/how the Board is allowed to "run" the annual meeting.

[hmtcastle]

people sometimes do question why/how the Board is allowed to "run" the annual meeting.

And the answer is it can't and the reason is because it's not there.

[Gerry4000]

Like how?

Can they vote twice? Do their votes count for more? Can they speak three times on a question, not just twice? Can they make motions that are out of order? Can they overturn a vote by the membership? Can they speak without being recognized by the chair?

What authority does any board member have (by virtue of their board status) over any other member?

By the authority of the bylaws of this organization (and thousands like it) and governing documents, all officers MUST be board members. The Board has elected the officers. The membership has very limited ability to pass motions (many would be out of order). Board members can respond to member questions and concerns. Board members can state positions on issues raised in the meeting by members.

[David A Foulkes]

The membership has very limited ability to pass motions (many would be out of order).

At a membership meeting??? Uhhhh...... I'll take an opposing position here.

[Josh Martin]

At a membership meeting??? Uhhhh...... I'll take an opposing position here.

I believe gerry is suggesting that the organization's Bylaws severely limit the membership's ability to pass motions (not RONR). In some organizations, the board has most of the power and the general membership's ability is limited to electing the board, amending the Bylaws, and possibly a few other items (such as adopting the budget).

[David A Foulkes]

I believe gerry is suggesting that the organization's Bylaws severely limit the membership's ability to pass motions (not RONR). In some organizations, the board has most of the power and the general membership's ability is limited to electing the board, amending the Bylaws, and possibly a few other items (such as adopting the budget).

Fair enough. That still is no argument that the Board is present at a membership meeting, which is what this thread deals with.

[Gary Novosielski]

Would it not make more sense to clarify this in responses? For example, "The Board is not officially present at general membership meetings, but may attend in their capacity as general members."

That's usually the way I remember seeing it phrased.

And while board members may be present, "The Board" certainly is not, because it only exists while it is in session.