Can we appoint Chairman and continue meeting?

[Guest farmersdaughter]

The board of the P.O.A has refused to hold our General Membership Meetings . Our by-laws preset the meeting dates and times for Membership meetings , the current board has canceled several meetings and walked out on other. I beleive I was told once ." there is no board at Membership meetings" however several board members feel I have been told wrong and to attempt to prove a point they have in the middle of a meeting over half of the board has walked out and the meeting was adjourn by them stating there is not enough board members to hold the meeting , although this is more them 25 total members in the meeting after they walk out ( which our by-laws says is a quroum). The last meeting they canceled because ,"to many board members were going to be out of town" and just posting a sign on the door. I for one are sick of the behavior of the current board and plan to start removing they according to the by-laws. My question is , if this happens again can we appoint or elect a pro tem chairman and elect or appoint someone to take minutes and go ahead with a meeting of the members? Any help would be greatly appreciated.

[Guest Edgar]

My question is , if this happens again can we appoint or elect a pro tem chairman and elect or appoint someone to take minutes and go ahead with a meeting of the members?

You can and you should. At a meeting of the general membership, that fact that someone happens to also be a member of the board, or the refreshment committee, or the garden club, or the lions club, or the tigers or bears, is irrelevant. What matter is whether one is a member of the body that is meeting.

[Tim Wynn]

The board of the P.O.A has refused to hold our General Membership Meetings . Our by-laws preset the meeting dates and times for Membership meetings , the current board has canceled several meetings and walked out on other. I beleive I was told once ." there is no board at Membership meetings" however several board members feel I have been told wrong and to attempt to prove a point they have in the middle of a meeting over half of the board has walked out and the meeting was adjourn by them stating there is not enough board members to hold the meeting , although this is more them 25 total members in the meeting after they walk out ( which our by-laws says is a quroum). The last meeting they canceled because ,"to many board members were going to be out of town" and just posting a sign on the door. I for one are sick of the behavior of the current board and plan to start removing they according to the by-laws. My question is , if this happens again can we appoint or elect a pro tem chairman and elect or appoint someone to take minutes and go ahead with a meeting of the members? Any help would be greatly appreciated.

Check the bylaws to see if the board has the authority to cancel meetings. Then, see RONR (11th ed.), p. 453, ll. 3-16.

[Gary Novosielski]

The board of the P.O.A has refused to hold our General Membership Meetings . Our by-laws preset the meeting dates and times for Membership meetings , the current board has canceled several meetings and walked out on other. I beleive I was told once ." there is no board at Membership meetings" however several board members feel I have been told wrong and to attempt to prove a point they have in the middle of a meeting over half of the board has walked out and the meeting was adjourn by them stating there is not enough board members to hold the meeting , although this is more them 25 total members in the meeting after they walk out ( which our by-laws says is a quroum). The last meeting they canceled because ,"to many board members were going to be out of town" and just posting a sign on the door. I for one are sick of the behavior of the current board and plan to start removing they according to the by-laws. My question is , if this happens again can we appoint or elect a pro tem chairman and elect or appoint someone to take minutes and go ahead with a meeting of the members? Any help would be greatly appreciated.

The person telling you that is incorrect. Meetings of the board require a quorum of board members. Meetings of the membership require a quorum of members. There is no requirement that any board members be present at a membership meeting.

If they pull that manure again, just elect a chair pro tempore, and continue the meeting. One motion you might want to introduce is to censure the board.

[Guest farmersdaughter]

Can you explain what "censure the board "means or where I can find this so I can educate myself? I have spoken to at least half of the current membership whom say they are willing to elect a pro tem chair and move forward. Frankly everyone is sick of the current boards attitude they continue to do as they want and not do as the membership has voted. We are currently working on By-law update and changes. However the president has appointed several board members to also sit on the committee who has been working on the changes for 3 long yrs, The membership voted to put me on as CO-Chair as the current chair keeps canceling the meetings and the membership wants the changes done. I received notification fro, the board that "they" (the board) voted to suspend the by-law committee meetings and voted to have the orginal chairman to move forward without any committee and finish the by-laws, Now I feel that the membership elected me and only the membership can suspend me , however the board has control 0ver the clubhouse and has refused the allow the committee in and has placed a sign on the door claiming the by-law meeting cancels however they never call me as co-chariman. As far as I see it once the membership elected me co-chair there was no longer a "chairman" that called all the shots. Of course really this is a whole new topic.

[Guest farmersdaughter]

Tim , the by-laws doesnt address the board being able to cancel memebership meetings , it only speaks on the need of a quorum.

[Guest Edgar]

As far as I see it once the membership elected me co-chair there was no longer a "chairman" that called all the shots.

Unfortunately, since there is no such office as co-chair, you ain't one. At best, as suggested, you might be appointed the chair pro tem (temporary presiding officer), but that only lasts until the meeting adjourns.

[Trina]

Unfortunately, since there is no such office as co-chair, you ain't one. At best, as suggested, you might be appointed the chair pro tem (temporary presiding officer), but that only lasts until the meeting adjourns.

But Edgar, I think she said the membership appointed her as co-chair of the bylaws committee. I think if the membership says that the bylaws committee shall have co-chairs, then the committee probably has co-chairs... no? I guess it would depend on how this committee was established. Farmersdaughter, how was the bylaws committee set up? That would also help answer the question of whether the board has authority to essentially disband the committee (as you describe in post #5). If this particular bylaws committee was a committee of the board, perhaps the membership would do well to establish its own committee to make recommendations on bylaws amendments.

[Gary Novosielski]

If the bylaws say that committees may have co-chairs then fine, but if not, then I'd argue that RONR says otherwise, and committees with co-chairs can't be established.

[Trina]

If the bylaws say that committees may have co-chairs then fine, but if not, then I'd argue that RONR says otherwise, and committees with co-chairs can't be established.

You may be right, although I'm not quite convinced.

In any event, if you are right, the general membership of Farmersdaughter's group should probably be less polite, and just replace the (singular) chair of the bylaws committee with their own choice. How exactly the membership approaches the board's recalcitrance about the bylaws committee will still depend on how the committee was established.

[Sean Hunt]

I do not have a copy on-hand to provide a citation, but I'm quite certain that RONR prohibits co-chairmanship.

[Chris Harrison]

I do not have a copy on-hand to provide a citation, but I'm quite certain that RONR prohibits co-chairmanship.

RONR p. 176 ll. 1-6.

[jstackpo]

Not exactly "forbid", but "should be avoided". Good advice. p. 176.

[Guest farmersdaughter]

The committee was estiblished orginally by the board , however the membership quickly realized the board had their own personal agenda by hand selecting current board members , their spouses and or family members. The membership had enough of the personal agendas and wanted the by-law committee to add members in good standing from the body to protect the membership rights. That is when they elected me as "CO-Chair" not to replace the chairman but to work with the chairman to keep the by-laws moving and protect membership. Since that time the board has canceled meetings , locked us out of board meetings , which we use to be able to go to and address the board with issues from the membership. Now with another membership meeting around the corner we had been informed by a board member who doesnt agree with the board tactis that they plan to not show up so a meeting cant be held. I say we can go ahead with the meeting as long as we have 25 members in good standing. I just needed to double check myself before I lead a whole lot of us down a wrong path. Thanks for all the help !

[jstackpo]

Most welcome! And good luck!

Next time you run across a "board member" ask him/her to show you where he gets the rule that membership meetings can't be held if "the board" doesn't show up. Do check your bylaws, just in case.

[Guest farmersdaughter]

By-laws section that deal with meetings states" The membership meetings shall be held 5 pm on the 3rd Sunday of the months of April , May , June , July , Sept and Oct each year". The section on Quorum states " The presence at any meeting , regular annual or special of members in good standing represent twety-five votes in person shall constitute a quorum for the trasnaction of business. The members present at a duly called meeting , at which a quorum was intitially present , may continue to do business unitl adjournment , not withstanding the withdrawal of enough members to leave less than a quorum" JDStackpole I will ask however I know what most of the board members will say ," show me where you can?" of course I will quote the Section on "quorum" where it clearly says nothing about having board members present.

[jstackpo]

"Show me where you can"

Answer: the first selection from the bylaws that you quoted. (Presuming that there isn't some other bylaw provision, unquoted, that gives the Board power to cancel meetings, or the like.)

Have a fun meeting on June 17 (Father's Day).

[Guest Edgar]

The membership meetings shall be held 5 pm on the 3rd Sunday of the months of April , May , June , July , Sept and Oct each year".

Sounds like this Sunday (6/17) should be exciting. Just make sure enough members show up. And, just to play it safe, I'd suggest they stick around until the meeting is adjourned, even though your bylaws seem to suggest that nearly everyone can leave and the remaining members (even just one?) could continue to transact business.

And if enough members don't show up, you could adjourn (continue) the meeting to a more convenient time (say, the following Saturday?). You don't have to wait until July 15.

[Gary Novosielski]

RONR p. 176 ll. 1-6.

Hmm.

Although the case might be made that it's not an outright prohibition. The practice is called "anomalous" rather than "prohibited".

A bylaws provision could certainly allow it. But then some questions occur to me:

In the absence of such a bylaws provision, can (an ill-advised majority of) the assembly simply resolve to establish a committee with co-chairmen?

If so, to walk further out on that limb, in the absence of such a resolution, may the chair nevertheless designate co-chairmen (in cases where the chair appoints the committee)?

And to walk back a little, may the chair instead designate a vice-chair (as recommended in the cited material) if he feels the committee's task makes it "advisable" (in his sole judgment)?

Note that the citation refers to the paragraph on how the chair designates the chairman and members.

[Sean Hunt]

Perhaps we should continue this co-chair discussion in Advanced Discussion.

[Gary Novosielski]

How can we get it moved?

(Li'l Help!?)

Never mind, I started a thread there.

[SaintCad]

Oh and to address a point in the OP, the election for the Chair Pro-Tem is run by the secretary. I don't have my copy of RONR nearby so one of the others can answer what to do if the secretary is not there either.

[David A Foulkes]

Oh and to address a point in the OP, the election for the Chair Pro-Tem is run by the secretary. I don't have my copy of RONR nearby so one of the others can answer what to do if the secretary is not there either.

Any member calls the meeting to order and presides over the election of a chair pro tem, who then presides over the election of a secretary pro tem, and it's on to business. (RONR 11th ed., p. 453 l.3 and onward)

[Guest farmersdaughter]

The membership meeting started out just like I thought it would. There was only 4 board members out of 12 board members that showed up for the meeting. There were 39 members in good standing , the board attempted to adjourn the meeting. I did what you all said to do and boy did things change quickly! One board member stayed the other 3 went and to the house of the absent board members , we elected a chair pro tem someone volunteered to take the mintues and we moved forward. We were moving right along got alot of things that needed takin care of and then !!!!!!! the doors flew open and in walked all the absent board members and the president told me to step down he was now back in charge and would be running the meeting. I didnt want a fight and really was not prepared for this to happen , so I stepped aside and let him take over... But boy was I not prepared for what happened next. A member from the floor moved to adjourn it was seconded and the president refuse to hear the motion and all 39 people walked out ending the meeting with just board alone there was not enough people for a quorum. As I was walking from the clubhouse the president was yelling at me stating," This is not over , the meeting you just held was illegal and no motions past will be honored". The president did call me yesterday and requested me to attend an executive board meeting next Sunday at 1. I am a slight bit nervous on what the board might want with me alone! Thanks guys for all your help and if anyone may have an idea what I should be prepared for give me a heads up please....

[David A Foulkes]

The president did call me yesterday and requested me to attend an executive board meeting next Sunday at 1. I am a slight bit nervous on what the board might want with me alone! Thanks guys for all your help and if anyone may have an idea what I should be prepared for give me a heads up please....

I can only imagine, but I doubt you'll be getting a certificate of appreciation. As for attending the board meeting, I don't recall reading anything in RONR that requires you to attend. Not sure what your bylaws might offer in this regard, and it's not to say the board wouldn't pursue disciplinary action against you, whether it was proper or justified or even enforceable. Non-members of the assembly that is meeting (in this case, the Board) have no rights at such meetings, including the right to attend. Non-members can be allowed (or invited) to remain by a majority vote, or unanimous consent, of the board. But just because they ask (or tell) you to be there, I don't know of any rule in RONR that says you must, or can be punished for staying away. What your bylaws say is another story.