Special Meetings??

[Guest Marvin]

Our community club has special meetings every month. They are advertised on our Bulletin board as open meetings to the members. In our bylaws we have only one membership and Directors meetings per year. Can we make motions and comment at these special meetings? Making a special meeting of the members like we are allowed to do could take some time and we have some emergency issues that need to be addressed that are not being taken care of by our directors that are at these monthly meetings. Thanks

[Guest Nancy N.]

Guest Marvin, it looks to me as if you really have regular meetings every month, not special meetings. Unless your organization has some good reason, which I can't imagine, for having special meetings every month ... well, you should stop.

Yes you can make motions and comment at spe--

Whoa.

Guest Marvin, are these all monthly special meetings of the board of directors?? Is that it?? (Is that what "like we are allowed to do" refers to?)

Guest Marvin, please clarify this. I trust that you don't expect me to write out every possibility about your organization that I don't know, when you can just tell us.

Let me finish the thought. At membership meetings -- regular and special -- members have all membership rights -- to make motions, debate, vote, and maybe a couple other. The thing about special meetings is that they are only supposed to fill in between regular meetings, so a special meeting is limited "to considering only one or more items of buisness specified in the call of the meeting." (Is that what your organization does?)

But if these monthly meetings -- regular or special -- are meetings of the board, then only board members have membership rights at them. At meetings of the board, everyone who is not a member *of the board* have no rights: they have no right to make motions, to speak, to vote ... no right even to attend -- unless as the organization's own rules provide. Is that what these "open meetings to the members" are about?

(I will watch for a while, and if I feel like napping, I'll maybe pass the baton to Japan, where they stay up till who knows when.)

[Guest Marvin]

Like I stated before in the bylaws there are only one scheduled annual meeting of the members and the directors. They advertise on the bulletin board every month time and place of monthly meeting and do not specify if it is a Board meeting or a members meeting. The board conducts regular business that is not taken care of at the annual meeting.

[Guest Nancy N.]

Wow.

So they don't even tell you which group is meeting every month.

But they treat it as a board meeting.

Hm.

[Guest anothermemberofthesameclub]

Wow.

So they don't even tell you which group is meeting every month.

But they treat it as a board meeting.

Hm.

I am a member of the same club (I think). Our board meets every month and calls it a regular meeting. But, according to our by-laws, the so-called regular meetings are actually special meetings of the board which can be held "quarterly or otherwise". Yet they invite the members to attend. They are constantly stating in our newsletter and such that "It would be nice to see more members attend the regular meetings". They notify the members as to the time and place of these meetings with a bulletin on our bulletin board near the entrance of our community. The only provision in the by-laws for meetings of the members is the annual meeting which requires the secretary to notify ALL members by regular mail and include the ballots for the election of trustee's whose term is about to expire. All other meetings of the members are considered special meetings of the members and require a minimum of 15 written requests by members in good standing as well as the reason/s for the special meeting of the members. Then it is handled under the same rules as the annual meeting of the members. The secretary must notify all members by mail as well as the reason/s for the meeting. This is what we are currently working on. Were doing this in a petition format. I don't think that 15 individual documents are necessary. Either way, we won't have any problem getting 15 members for this. We are actually shooting for 20 just for good measure. We are trying to hammer out the details as far as the reason/s which we are required to list. I don't think we can be too careful in stating our reason/s as there are many issues that we have with our trustees. Voting at the special meeting of the members is conducted in person or by proxy. Although we have our annual (regular) meeting of the membership coming up soon, we need this special meeting because our grievances will be sent to the membership which should result in a much better turnout as we have very serious issues to resolve.

According to our by-laws, our trustees have the power to act on behalf of the entire corporation. Whatever the corporation has the power to do, the trustees have the power to do. In fact, we just recently acquired a useless piece of wetland property which was donated by one of our trustees by way of quit claim into the corporate name. The lot would have cost more to develop than it would be worth because of wetland restrictions. So it was nothing more than a tax burden to this trustee. The other trustees accepted the donation because of our non-profit status means we don't have to pay property taxes on it or actually just a couple of bucks added to our very small (under 20$) property tax for all of our commonly owned properties together. There is also another reason for this acquisition, but it looks like a possible "conflict of interest" regardless. Our trustees also turned in a sizable number of members (nearly 10% of our entire membership) to our County officials for code violations (mostly minor ones) without any notification or discussion whatsoever. Even the County officials said we should have been able to handle this on our own without dumping it all on the them. Our trustees also conducted a raffle giving away some of our dues money away as a reward to someone who got rid of a junk car. The list goes on. We members must also share some of the blame because of our complacency. But no more! It seems that our only option is to amend the by-laws to diminish the power of our trustees. That requires a majority of 51% of the membership currently in existence. The membership has already read about these events in the newsletter but the way it is worded it is like Mr. Roger's "It's a wonderful day in the neighborhood". So we need to get the membership fired up about this and have them see things the way they really are.

I would like to say one last thing about our meetings. I think that are monthly meetings are completely improper and have been that way during my entire 20 year tenure as a member of this club. That is at least 240 improper meetings!!!

I/we would greatly appreciate any comments about our efforts here. Perhaps there are some options available to us that we haven't thought of yet? I will be happy to post any relevant portions of our by-laws or Articles of Incorporation if requested.

We find ourselves in a totally intolerable situation and we are absolutly determined to resolve this situation even if it means the dissolution of our Corporation. Thanks so much for your time.

[Gary c Tesser]

I am a member of the same club (I think). Our board meets every month and calls it a regular meeting. ...

Well.

First, please don't post your bylaws unless someone really begs you; they don't belong here. It's a poor fit. (You might try the nearby bylaws discussion website, ask if they're curious. I've found them indefatigable, but sometimes exhausting.)

On that subject, as I leave it, I'll just beg anothermember (no, don't post your bylaws!) to triple-check what your bylaws say, exactly, about how they are to be amended.

But perhaps turning our attention to Robert's Rules (my TV is on the blink). That's an impressive number of improper meetings to sit through. Were they all incompetently chaired, year after year, with no competent presiding officer ever elected?

[David A Foulkes]

Well, you certainly don't need anyone here telling you what a mess things are, or at least as you present them. I wouldn't say it's hopeless, but the first step (which you've hinted at) is getting the membership aware of how things should be, how things are, and appreciating the difference therein and how it adversely affects them. But if they won't take "ownership" of their own club, it's an uphill battle which won't be easily fought with a couple copies of RONR (11th Ed.) left laying around the clubhouse unread. Putting the right people in charge is a good start, but that doesn't relieve the members of their responsibility of knowing how things should be run, and taking swift and proper action when it goes off course.

Chapter XX (the three sections on disciplinary action) begins with "In most societies it is understood that members are required to be of honorable character and reputation..." I'm not sure which societies would properly operate under the opposite sentiment, but I'll leave that to someone else's conjecturing. Ensuring the leadership consists of such members is the responsibility of the society, and election time is the best time to do that. But it doesn't stop there. Getting those bylaws whipped into shape will be helpful. You may benefit from the advise of a professional parliamentarian. (see below)

According to our by-laws, our trustees have the power to act on behalf of the entire corporation. Whatever the corporation has the power to do, the trustees have the power to do.

This is not necessarily an accurate statement. A board does not exist, nor does it have any powers "except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." (RONR 11th Ed., p 482 ll. 25-29) As such, the society (your club) pretty much always retains the right to overrule the board, and to give it direction that it must follow, although a careful read of your governing documents is warranted to determine just how much power and authority your board truly does have, especially as you have used the word "corporation" in your post. (RONR 11th Ed., p. 483 ll. 9-16)

We find ourselves in a totally intolerable situation and we are absolutly determined to resolve this situation even if it means the dissolution of our Corporation.

An extreme step to be sure, maybe as a last resort. Keep it as Plan B, or maybe Plan Z. Until then, there are corrective measures that can be employed, though it will be up to the membership (perhaps with legal guidance) to determine the advisability of such action.

For parliamentarian advice, contact either (or both) the ...

National Association of Parliamentarians

213 South Main St.

Independence, MO 64050-3850

Phone: 888-627-2929

Fax: 816-833-3893;

e-mail: hq@NAP2.org

www.parliamentarians.org

or

American Institute of Parliamentarians

550M Ritchie Highway #271

Severna Park, MD 21146

Phone: 888-664-0428

Fax: 410-544-4640

www.aipparl.org

for a reference or information.

[Guest Guest]

Well, you certainly don't need anyone here telling you what a mess things are, or at least as you present them. I wouldn't say it's hopeless, but the first step (which you've hinted at) is getting the membership aware of how things should be, how things are, and appreciating the difference therein and how it adversely affects them. But if they won't take "ownership" of their own club, it's an uphill battle which won't be easily fought with a couple copies of RONR (11th Ed.) left laying around the clubhouse unread. Putting the right people in charge is a good start, but that doesn't relieve the members of their responsibility of knowing how things should be run, and taking swift and proper action when it goes off course.

Chapter XX (the three sections on disciplinary action) begins with "In most societies it is understood that members are required to be of honorable character and reputation..." I'm not sure which societies would properly operate under the opposite sentiment, but I'll leave that to someone else's conjecturing. Ensuring the leadership consists of such members is the responsibility of the society, and election time is the best time to do that. But it doesn't stop there. Getting those bylaws whipped into shape will be helpful. You may benefit from the advise of a professional parliamentarian. (see below)

This is not necessarily an accurate statement. A board does not exist, nor does it have any powers "except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." (RONR 11th Ed., p 482 ll. 25-29) As such, the society (your club) pretty much always retains the right to overrule the board, and to give it direction that it must follow, although a careful read of your governing documents is warranted to determine just how much power and authority your board truly does have, especially as you have used the word "corporation" in your post. (RONR 11th Ed., p. 483 ll. 9-16)

An extreme step to be sure, maybe as a last resort. Keep it as Plan B, or maybe Plan Z. Until then, there are corrective measures that can be employed, though it will be up to the membership (perhaps with legal guidance) to determine the advisability of such action.

For parliamentarian advice, contact either (or both) the ...

National Association of Parliamentarians

213 South Main St.

Independence, MO 64050-3850

Phone: 888-627-2929

Fax: 816-833-3893;

e-mail: hq@NAP2.org

www.parliamentarians.org

or

American Institute of Parliamentarians

550M Ritchie Highway #271

Severna Park, MD 21146

Phone: 888-664-0428

Fax: 410-544-4640

www.aipparl.org

for a reference or information.

Thanks David. Could you tell me then whether or not by-laws can give the authority to trustees to buy and sell land without membership approval? Perhaps there is a state law that overrules this? I would like to be able to have a recent land acquisition overturned if possible. I am thinking that if it cannot be overturned, that even if the membership overrules the trustees, we may be stuck with this land because it is a wetland and we may not even be able to give it away for free.

[Tim Wynn]

Thanks David. Could you tell me then whether or not by-laws can give the authority to trustees to buy and sell land without membership approval?

The bylaws can say just about anything, and the membership cannot go against the bylaws, except to amend them, if so authorized.

Perhaps there is a state law that overrules this? I would like to be able to have a recent land acquisition overturned if possible.

Perhaps, but this is not the forum for such a discussion. An attorney should probably be consulted, or a professional parliamentarian -- to what extent it is a procedural matter.

I am thinking that if it cannot be overturned, that even if the membership overrules the trustees, we may be stuck with this land because it is a wetland and we may not even be able to give it away for free.

I'll take it.