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Board meetings


chinafleet

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Our group has always had Board meetings in the homes of various Board members, most often the home of the President. In the last year some of the members have met early for a social time which means spouses and partners have been present. While not always in the same room, on more than one occassion one or more of those have tried to influence Board decisions or caused heartache based on information they obviously overheard.

Our bylaws do not address guests- invited or otherwise- at Board meetings. I could not find anything specific to privacy or confidentialty of Board meetings in RONR.

I have requested we hold meetings where only Board members will be present- with no one in the next room. Was told by the President we have set precedent and meetings will be in the Presidents home. Does RONR address this?

Thank you.

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What I'm trying to find is something to address non Board members either present, or listening in another room.

As far as RONR is concerned, only members of the board have a right to attend board meetings. If you think you should meet someplace else, make a motion that the next meeting shall be at the community room of the local library (or the local bar). The president has only one vote.

Your president's claim that a precedent has been established is weak, at best, and coercive, at worst.

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Thank you. The president does have a vote on this, even if there is no tie?

If he's a member he always has a vote (see FAQ #1) and if yours is a "small" board with not more than about a dozen members in attendance, the rules are "relaxed" and the chair (i.e. your president) is free to fully participate.

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Bylaws give guidance as to city etc. Location can be changed by Board decision. What I'm trying to find is something to address non Board members either present, or listening in another room. Our bylaws do not adress that at all.

Well, as you can see, the President cannot simply overrule a Board decision. You can make a motion to change the location, and if (a majority of) the Board agrees, you're good to go.

The issue on non-members being present is addressed in RONR. They have no right to be present unless a majority of the board wishes it so. Again, it is up to the board as a whole, not individual members.

Now it may not be necessary to stop holding the meetings at someone's house, as long as you can arrange to have a private place to meet. If the non-members overstay their welcome make a motion that non-members of the board be excused from the meeting room.

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I'm sorry. Mistyped. Page 392 of the 10th edition. lines 18-25

What is said on pg. 392, lines 18-25 is the general rule for the participation of the chair. There is an exception to the rule for small boards and committees in pgs. 470-471, however, the exception is subject to the rules or customs of the particular board. If it has been your custom to follow the rule of pg. 392, lines 18-25 notwithstanding that it is a small board, the board should continue to follow its custom. The chair, if a member, always has the right to vote, however. If he insists on voting, you can't stop him.

Also, if you believe that pg. 392, lines 18-25 suggests that the chair may only vote in case of a tie, you are mistaken. The rule actually states that the chair may vote in any case where his vote would affect the result. That could be to make or break a tie or to make or break a 2/3 vote. The problem may come from the common misconception that a tie vote causes the motion to be in some sort of limbo, while in actuality, a tie vote simply means the motion fails. The chair may also vote when the vote is taken by ballot.

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Thank you. We do understand the make or break a tie and the motion fails in a tie. President has always received a ballot. Hopefully we have not denied anyone their rights. I will stuydy this issue some more.

If the President gets a ballot and he chooses not to vote anyway that is his choice. However, you might want to let him know the correct rule so he feels free to vote by ballot any time you all are without believing he is violating some rule in RONR.

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Thank you. I will make sure of that. Maybe it should be in our standing rules for reference?

Well "Standing Rules" are those that apply OUTSIDE the context of a meeting, so it would be more of a "Special Rule of Order".

But, if a rule would duplicate something already covered by RONR, it would be much wiser to simply leave it out.

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