Guest Gail Posted October 19, 2011 at 02:01 AM Report Share Posted October 19, 2011 at 02:01 AM Our national dog club has conducted business via a password protected message board using the same software as used here.Our by-laws require one annual in person membership meeting. Special meetings must be in person. BOD meetings may be conducted several ways, including telecommunications which has been interpreted for years as permitting private BOD discussions and voting via IP Board software. Members do not have access to those forums.http://www.kuvasz.co...ca/by-laws.htmlFor some years the membership had a forum on the IP Board where we could ask questions and make comments on club business. When a seated BOD objected to the questions asked, they made the forum "moderated". That lasted until the next BOD was seated and objected to even moderated questions so they voted to close the forum entirely.Other than getting enough votes at the annual meeting to open the forum, or electing a BOD that is willing to entertain questions from the membership, can you give me any suggestions to open the forum again?Also, if it is opened by a membership vote, is the membership under continuous threat of it being closed again by an unfriendly BOD? Could a length of time be part of the motion to open it up to prevent the BOD from closing it again?Thanks for any advice. I guess civics, democracy, and fair play are no longer taught in school in this country.Gail Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 19, 2011 at 02:08 AM Report Share Posted October 19, 2011 at 02:08 AM Unless you have very unusual bylaws, the assembly may countermand the board's actions, and the board thereafter may not take any action in conflict with the expressed will of the assembly.For a more complete discussion see this Official Interpretation. Link to comment Share on other sites More sharing options...
Chris Harrison Posted October 19, 2011 at 02:10 AM Report Share Posted October 19, 2011 at 02:10 AM Do the bylaws give the Board authority over the message board (I am aware you linked us to the bylaws but that question is for you all to answer and not us)? If they don't then the Board doesn't have the authority to shut down the board or interfere with it (how you all would then wrest control of the message board from the Board is something that probably won't be resolved using parliamentary procedure). If the bylaws do grant the Board authority over the message board then the question is whether they give the Board EXCLUSIVE authority over it. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 19, 2011 at 02:16 AM Report Share Posted October 19, 2011 at 02:16 AM Our national dog club has conducted business via a password protected message board using the same software as used here.Our by-laws require one annual in person membership meeting. Special meetings must be in person. BOD meetings may be conducted several ways, including telecommunications which has been interpreted for years as permitting private BOD discussions and voting via IP Board software. Members do not have access to those forums.http://www.kuvasz.co...ca/by-laws.htmlFor some years the membership had a forum on the IP Board where we could ask questions and make comments on club business. When a seated BOD objected to the questions asked, they made the forum "moderated". That lasted until the next BOD was seated and objected to even moderated questions so they voted to close the forum entirely.Other than getting enough votes at the annual meeting to open the forum, or electing a BOD that is willing to entertain questions from the membership, can you give me any suggestions to open the forum again?Also, if it is opened by a membership vote, is the membership under continuous threat of it being closed again by an unfriendly BOD? Could a length of time be part of the motion to open it up to prevent the BOD from closing it again?Thanks for any advice. I guess civics, democracy, and fair play are no longer taught in school in this country.GailIf the general membership makes a decision, the board cannot take any action that conflicts with that decision, unless specifically authorized to act in such a capacity by a provision in the bylaws. If you can't wait for the annual meeting, you could arrange for a special meeting to consider the matter, if your bylaws authorize them. Alternatively, you could try to get the members to flood the board with e-mails (or actual letters) and phone calls to make it clear that there is a desire from the voting membership to see the discussion forum opened. Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 19, 2011 at 02:21 AM Report Share Posted October 19, 2011 at 02:21 AM Other than getting enough votes at the annual meeting to open the forum, or electing a BOD that is willing to entertain questions from the membership, can you give me any suggestions to open the forum again?I may have missed it but I saw nothing in the bylaws that gives your board the general authority to do anything. There are specific instances where the board has jurisdiction but, as far as I could see, nothing that says anything like, "The executive board of our Society has full power and authority over the affairs of the Society between meetings of the membership." Link to comment Share on other sites More sharing options...
Guest Gail Posted October 19, 2011 at 06:11 AM Report Share Posted October 19, 2011 at 06:11 AM I may have missed it but I saw nothing in the bylaws that gives your board the general authority to do anything. AKC advises Clubs to makes their by-laws vague, but I think ours our deliberately vague so those in power can do what they chose depending on whose ox is being gored.There IS the provision underARTICLE III ~ DIRECTORS AND OFFICERS SECTION 1. Board of Directors"General management of the Club's affairs shall be entrusted to the Board of Directors."Tho I would think that would mean operational issues and dealings with vendors rather than policy debates among the Membership.Thoughts? Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 19, 2011 at 11:16 AM Report Share Posted October 19, 2011 at 11:16 AM There IS the provision underARTICLE III ~ DIRECTORS AND OFFICERS SECTION 1. Board of Directors"General management of the Club's affairs shall be entrusted to the Board of Directors."Thanks. I'd like to say that it's in an odd place, tacked on the end of a paragraph like an afterthought, but the plain truth is that I missed it. Which goes to show how important it is to carefully read bylaws in their entirety, more than once, before attempting to interpret them. And, even then, it's something that's beyond the scope of this forum. I'd refer you to the Official Interpretation to which Mr. Novosielski provided a link, above. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 19, 2011 at 03:13 PM Report Share Posted October 19, 2011 at 03:13 PM AKC advises Clubs to makes their by-laws vague, but I think ours our deliberately vague so those in power can do what they chose depending on whose ox is being gored.There IS the provision underARTICLE III ~ DIRECTORS AND OFFICERS SECTION 1. Board of Directors"General management of the Club's affairs shall be entrusted to the Board of Directors."Tho I would think that would mean operational issues and dealings with vendors rather than policy debates among the Membership.Thoughts?I advise rejection of the advice to make bylaws "vague." Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 19, 2011 at 03:25 PM Report Share Posted October 19, 2011 at 03:25 PM I advise rejection of the advice to make bylaws "vague."I suspect the advice may have been not to be too specific. That is, not to include in the bylaws such things as the time the meetings begin or the amount of dues. Or that the board is responsible for X, Y, and Z. As RONR observes, "if the bylaws authorize certain things specifically, other things of the same class are thereby prohibited". It's a principle that can lead to unintended consequences. Link to comment Share on other sites More sharing options...
Trina Posted October 19, 2011 at 03:27 PM Report Share Posted October 19, 2011 at 03:27 PM I advise rejection of the advice to make bylaws "vague."I looked at the bylaws, and noticed that all bylaws amendments must be approved by the AKC -- so any non-vagueness would apparently have to get by the same people who advise vagueness ... maybe a bit of a challenge, despite being good advice in general. Link to comment Share on other sites More sharing options...
JayW Posted October 19, 2011 at 04:31 PM Report Share Posted October 19, 2011 at 04:31 PM I looked at the bylaws, and noticed that all bylaws amendments must be approved by the AKC -- so any non-vagueness would apparently have to get by the same people who advise vagueness ... maybe a bit of a challenge, despite being good advice in general.Exactly. AKC's interpretation of the statement "General management of the Club's affairs shall be entrusted to the Board of Directors." is that the members have only those rights specifically provided to them in the bylaws. (Of course, AKC is notorious for its contradictions -- if you want a different answer, just ask a different person.)I wouldn't think there would be any reason that some like-minded folks, all of whom happen to belong to the same club, couldn't start their own message board and discuss various items of interest, including any club business that was not conducted in executive session, would there? Obviously it would not be an "official" message board of the club, and as such would not be used to conduct any type of club business, but also would not be subject to being shut down by the BOD. Link to comment Share on other sites More sharing options...
Sean Hunt Posted October 19, 2011 at 04:49 PM Report Share Posted October 19, 2011 at 04:49 PM Exactly. AKC's interpretation of the statement "General management of the Club's affairs shall be entrusted to the Board of Directors." is that the members have only those rights specifically provided to them in the bylaws. (Of course, AKC is notorious for its contradictions -- if you want a different answer, just ask a different person.)If they can't make up their minds, it sounds like you should go ahead and try your best to deal with it yourselves.I wouldn't think there would be any reason that some like-minded folks, all of whom happen to belong to the same club, couldn't start their own message board and discuss various items of interest, including any club business that was not conducted in executive session, would there? Obviously it would not be an "official" message board of the club, and as such would not be used to conduct any type of club business, but also would not be subject to being shut down by the BOD.I wouldn't think that either. Link to comment Share on other sites More sharing options...
Trina Posted October 19, 2011 at 05:05 PM Report Share Posted October 19, 2011 at 05:05 PM Exactly. AKC's interpretation of the statement "General management of the Club's affairs shall be entrusted to the Board of Directors." is that the members have only those rights specifically provided to them in the bylaws. (Of course, AKC is notorious for its contradictions -- if you want a different answer, just ask a different person.)...I don't want to delve too deeply into bylaws interpretation, which we are supposed to avoid here, but how exactly does the AKC's interpretation of anything get called upon? As far as I see, the bylaws of this organization make no direct mention of the AKC as a parent organization, and don't say anything about submitting this group's bylaws for interpretation to the AKC. The fact that an outside group is given specific authority to approve/disapprove the organization's proposed bylaws amendments doesn't give that outside group authority to interpret the bylaws as they stand... does it?I see that organization members are individually required to agree to 'abide by the rules of the AKC' as a condition of membership, but that doesn't seem to cover it either.Would such language be found in a charter issued by the national organization (as described in the footnote on RONR 11th ed. p. 12)? If so, would it be customary for the subsidiary organization's bylaws to make reference to the existence of a charter, or is that not common practice? [This is an area I know little about; thus the questions...] Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 19, 2011 at 05:08 PM Report Share Posted October 19, 2011 at 05:08 PM Exactly. AKC's interpretation of the statement "General management of the Club's affairs shall be entrusted to the Board of Directors." is that the members have only those rights specifically provided to them in the bylaws. (Of course, AKC is notorious for its contradictions -- if you want a different answer, just ask a different person.)I wouldn't think there would be any reason that some like-minded folks, all of whom happen to belong to the same club, couldn't start their own message board and discuss various items of interest, including any club business that was not conducted in executive session, would there? Obviously it would not be an "official" message board of the club, and as such would not be used to conduct any type of club business, but also would not be subject to being shut down by the BOD.Didn't we go over this a few weeks ago? Link to comment Share on other sites More sharing options...
JayW Posted October 19, 2011 at 06:56 PM Report Share Posted October 19, 2011 at 06:56 PM I don't want to delve too deeply into bylaws interpretation, which we are supposed to avoid here, but how exactly does the AKC's interpretation of anything get called upon?The club is a member of the AKC and so is subject to the AKC's rules, regulations, bylaws, etc as well as their own. Part of the Discipline section in the AKC bylaws, for example, states that "The [AKC] Board of Directors shall have the power to prefer charges or to suspend from membership in the AKC any member club ... for violation of the member club’s constitution, bylaws, or rules."Didn't we go over this a few weeks ago?Something similar, yes, although in that case it was a Board trying to increase communication between members, rather than squash it. Link to comment Share on other sites More sharing options...
Gail S Dash Posted October 20, 2011 at 04:26 AM Report Share Posted October 20, 2011 at 04:26 AM I probably misquoted AKC by using the term "vague". I have requested their sample Constitution and By-laws be emailed to me.If it's of any interest, here is the document for AKC itself:Charter and Bylaws of the AKChttps://www.akc.org/pdfs/rulebooks/RCNA01.pdfGail Link to comment Share on other sites More sharing options...
J. J. Posted October 20, 2011 at 05:26 AM Report Share Posted October 20, 2011 at 05:26 AM AKC advises Clubs to makes their by-laws vague, but I think ours our deliberately vague so those in power can do what they chose depending on whose ox is being gored.There IS the provision underARTICLE III ~ DIRECTORS AND OFFICERS SECTION 1. Board of Directors"General management of the Club's affairs shall be entrusted to the Board of Directors."Tho I would think that would mean operational issues and dealings with vendors rather than policy debates among the Membership.Thoughts?Frankly. I don't believe this is too much more vague that the general clause in the sample bylaws in RONR. The board would have the power to close the board, but this would be subject to rescission by the membership meeting. That assumes the bylaws do not grant the authority to the board exclusively in this matter. Link to comment Share on other sites More sharing options...
JayW Posted October 20, 2011 at 12:30 PM Report Share Posted October 20, 2011 at 12:30 PM The sample bylaws are online, too, Gail.http://www.akc.org/pdfs/rulebooks/RCLA01.pdfI'd be interested, though, to hear if they send you something different. Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 20, 2011 at 12:45 PM Report Share Posted October 20, 2011 at 12:45 PM The sample bylaws are online, too, Gail.http://www.akc.org/p...ooks/RCLA01.pdfI'd be interested, though, to hear if they send you something different.I'm afraid that this is going a bit too far beyond what is appropriate for discussion in this forum. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.