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Board of directors


Guest Michael

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A few of the Members of our community club have found that our Board of Directors have ignored our Bylaw's and are refusing to stop this misconduct. They are trying to sell off our community property without a Majority of the members votes and this sale also benefits one of the Directors. I am going to recommend a motion at our monthly meeting that would ask them to stop. We would like to investigate further and find out exactly what is going on. The meetings are recorded on tape and later filled out at the Secretary's residence. Can I demand these tapes for inspection along with the minutes and all other reports? Also do they have to accept my motion to stop until we can further investigate? Do I need a majority at the meeting to accept the motion? Can they just ignore this motion after I have had it seconded by another member? I just want to be careful so they cannot just laugh me out of the meeting. Thanks in advance..

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The other members also believe that they will just try to ignore our motion. If they do so what further action can we take. They have not been playing by the rules so far and we feel that they will not in the future. It is so hard to call a special meeting of the members because a majority of them live out of town. They can vote proxy by mail though. The Board of Directors are doing business by emails and most of the business is never recorded or reviewed by the members so its hard to find out what is really going on. In our bylaws they can call for meetings by mail but they cannot do business by email I would think. We need to have all special business put back into the members hands.

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The other members also believe that they will just try to ignore our motion. If they do so what further action can we take.

See FAQ #20, at www.robertsrules.com/faq.html#20 .

... It is so hard to call a special meeting of the members because a majority of them live out of town. They can vote proxy by mail though.

Do I take you to mean that you don't have regular meetings, either?

The Board of Directors are doing business by emails and most of the business is never recorded or reviewed by the members so its hard to find out what is really going on. In our bylaws they can call for meetings by mail but they cannot do business by email I would think.

You probably can't settle for what you would think -- read your bylaws and find out for sure. OK?

We need to have all special business put back into the members hands.

An admirable goal to reach for. Got a plan yet?

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In our bylaws we only have one planned members and Directors meeting everything else is considered a special meeting. We have some monthly meetings and if they are not specified in the bylaws I figured they were special meetings? I am working on a plan. Thanks for your advice so far.

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Yes he is a member of our community club. He asked same question. I thought a special meeting was anything that is not called for in the bylaws? We have monthly meetings but they are advertised to the community to attend. I am not clear if they are Directors meetings or members meetings. They do not specify. The Board of Directors makes community decisions and takes care of general business at these monthly meetings.

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Take a look at pages 81-90. They should help you figure out what kind of "meetings" you are holding.

On the matter of "They have not been playing by the rules so far and we feel that they will not in the future.", consider...

RONR can be viewed as a book of etiquette, for people to use to see how to behave, but only if they WANT to behave. If they don't want to behave, the book isn't going to help (with the possible exception of Chapter XX).

Your next level of recourse may be to get a lawyer. My legal friends tell me bylaws are like a contract between members and the organization. If terms of the contract are not being followed... but see a lawyer to get the details right.

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A few of the Members of our community club have found that our Board of Directors have ignored our Bylaw's and are refusing to stop this misconduct. They are trying to sell off our community property without a Majority of the members votes and this sale also benefits one of the Directors. I am going to recommend a motion at our monthly meeting that would ask them to stop.

This thread, and the other threads started by (I think) other members of the same organization seem to reflect uncertainty about which body is meeting at these monthly meetings. If these are meetings of the Board, then anyone who is not a board member has no rights at all at such a meeting -- no right to attend, to speak, to make motions, or to participate in any way. Similarly, an individual general member cannot ask to see minutes of board meetings (although the general membership as a group, at a general membership meeting, does have the authority to vote to order the board to read its minutes to the general membership).

We would like to investigate further and find out exactly what is going on. The meetings are recorded on tape and later filled out at the Secretary's residence. Can I demand these tapes for inspection along with the minutes and all other reports? Also do they have to accept my motion to stop until we can further investigate? Do I need a majority at the meeting to accept the motion? Can they just ignore this motion after I have had it seconded by another member? I just want to be careful so they cannot just laugh me out of the meeting. Thanks in advance..

Again, you need to be crystal clear on which body is meeting before these questions can be accurately answered. For example, the answers given by Dr. Stackpole, in post #2, assume that you are a member of the body. The fact that you envision the possibility that 'they' may laugh you out of the meeting makes me think that you (and the other 'member' who will second your motion) are not members of the body that is meeting.

The other members also believe that they will just try to ignore our motion. If they do so what further action can we take. They have not been playing by the rules so far and we feel that they will not in the future. It is so hard to call a special meeting of the members because a majority of them live out of town. They can vote proxy by mail though. The Board of Directors are doing business by emails and most of the business is never recorded or reviewed by the members so its hard to find out what is really going on. In our bylaws they can call for meetings by mail but they cannot do business by email I would think. We need to have all special business put back into the members hands.

Unless the bylaws specifically allow the board to conduct business by email, all action taken in that manner is null and void.
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