Jeanie Posted June 9, 2011 at 02:37 PM Report Share Posted June 9, 2011 at 02:37 PM Our trade association membership meets once per year. At last year's meeting, a disgruntled member made a motion which was seconded and carried. His motion involved hiring of a Chief Operating Officer. I now know that the hiring of this position is among the Powers and Duties of the Board and not the general membership. Because the membership meets just once each year, the minutes have not yet been approved. What steps, if any, can be taken at the upcoming meeting of the membership to rule the motion appropriately? Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 9, 2011 at 02:47 PM Report Share Posted June 9, 2011 at 02:47 PM Our trade association membership meets once per year. At last year's meeting, a disgruntled member made a motion which was seconded and carried. His motion involved hiring of a Chief Operating Officer. I now know that the hiring of this position is among the Powers and Duties of the Board and not the general membership. Because the membership meets just once each year, the minutes have not yet been approved. What steps, if any, can be taken at the upcoming meeting of the membership to rule the motion appropriately?I'm assuming that the Chair also realizes the motion is null and void. If so at the meeting the Chair can note that upon reviewing the bylaws that the motion to hire the COO was outside of the Membership's authority and therefore he is ruling the motion null and void (RONR p. 244[a]). If the Chair doesn't make that ruling you can raise a Point of Order to the same effect. The Chair would then rule on it. If the Chair rules the Point Not Well Taken be prepared to Appeal the ruling (RONR pp. 247-252) and have another member willing to second the Appeal.By the way, you should not wait for an entire year to approve the minutes of the Annual Meeting. The Membership should have empowered the Board or a committee to approve the minutes for them (RONR p. 457).Edited in underline to include the possibility the Chair isn't on Board with Jeanie's viewpoint. Link to comment Share on other sites More sharing options...
jstackpo Posted June 9, 2011 at 03:00 PM Report Share Posted June 9, 2011 at 03:00 PM But... to be clear, the minutes of last year's meeting should record the adoption of the improper motion. Approval of minutes does NOT imply approval of what the minutes say - only that the secretary got it right in recording what was done (not what was said) at last year's meeting. This year's minutes will, presumably, record the president's ruling that the "Hire a COO" motion was improper and void. Link to comment Share on other sites More sharing options...
Jeanie Posted June 9, 2011 at 03:22 PM Author Report Share Posted June 9, 2011 at 03:22 PM But... to be clear, the minutes of last year's meeting should record the adoption of the improper motion. Approval of minutes does NOT imply approval of what the minutes say - only that the secretary got it right in recording what was done (not what was said) at last year's meeting. This year's minutes will, presumably, record the president's ruling that the "Hire a COO" motion was improper and void.I agree. Unfortunately, the current bylaws specifically identify acceptance of the previous year's General Meeting minutes in the Order of Business of the General Meeting. Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 9, 2011 at 03:40 PM Report Share Posted June 9, 2011 at 03:40 PM I agree. Unfortunately, the current bylaws specifically identify acceptance of the previous year's General Meeting minutes in the Order of Business of the General Meeting.I don't see why that is a problem. If I am reading what you wrote correctly it sounds like the bylaws are merely saying that the minutes must be approved at the next annual meeting. Link to comment Share on other sites More sharing options...
Jeanie Posted June 9, 2011 at 05:21 PM Author Report Share Posted June 9, 2011 at 05:21 PM Apologies. My reply was actually to the previous post regarding not waiting until the next meeting to approve the minutes. It is understood that the minutes will not be changed. It is my habit to record only what was business done, rather than what was said. I realize that this is proper. This has been problematic for the current president who wishes to have record of the conversation surrounding the business. However, THAT is different post. Many thanks for your kind assistance! Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 9, 2011 at 05:42 PM Report Share Posted June 9, 2011 at 05:42 PM Apologies. My reply was actually to the previous post regarding not waiting until the next meeting to approve the minutes. Well a possible work-around (because memories will fail people over the course of a year) is to appoint a committee or have the Board review the minutes and make any corrections they think are proper. Then at the Annual Meeting the Board or committee can present the document with their recommendation that it be approved and if any member thinks additional corrections are needed they can propose it as an amendment. Link to comment Share on other sites More sharing options...
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