Is there such a creature as an "Information Meeting"?

[Louise]

Hello!

I belong to an organization that is having a bit of drama just now.

We have an upcoming meeting that has been billed as an "information meeting." Some people believe that no motions can be made, as it is just an informal meeting of the membership to discuss a controversial issue.

Other people are planning to make a motion that will call for a Board member's resignation. The first group believes the second group will be out of order if it makes any motion at what has been deemed an information meeting.

I can't find anything in RONR (10th edition) about "information meetings" so my hunch is that motions may be made at the upcoming meeting.

I'd like more to go on, however, than my gut instinct.

I'd appreciate any information anyone may have to offer.

Louise

[Guest Edgar]

I can't find anything in RONR (10th edition) about "information meetings" so my hunch is that motions may be made at the upcoming meeting.

And you're unlikely to find anything in the (current) 11th edition either.

But note the important difference between regular and special meetings. If this is a regular (e.g. monthly) meeting, then anything goes (subject to any requirements for previous notice). If this is a special meeting, then only that business mentioned in the call (the notice) of the meeting can be considered. But that does not preclude making motions, engaging in debate, and voting.

You might ask those who "billed" the meeting as "information only" where they got the authority to do so.

H9em78

[Tim Wynn]

Hello!

I belong to an organization that is having a bit of drama just now.

We have an upcoming meeting that has been billed as an "information meeting." Some people believe that no motions can be made, as it is just an informal meeting of the membership to discuss a controversial issue.

Other people are planning to make a motion that will call for a Board member's resignation. The first group believes the second group will be out of order if it makes any motion at what has been deemed an information meeting.

I can't find anything in RONR (10th edition) about "information meetings" so my hunch is that motions may be made at the upcoming meeting.

I'd like more to go on, however, than my gut instinct.

I'd appreciate any information anyone may have to offer.

Louise

Either it is a meeting or it isn't. Meetings are for the transaction of business, not for shooting the breeze.

How did this meeting come about, and how was it deemed "informational"?

[Guest Louise]

There are generally only two regular meetings each year - the AGM in spring (which includes the budget and elections) and an "information" meeting late in the summer. So I suppose this upcoming meeting would qualify as a special meeting, although there was nothing in the notice of the meeting that indicated that the ONLY thing to be discussed was this situation.

That said, the motion for the Board member to resign is directly related to this situation.

This meeting was called by the President at the behest of the Board, and it is to provide information regarding the firing of an employee. I am of the opinion that the Board does not (indeed, should not) provide an abundance of details. I'm hoping the President shares that opinion.

As an aside - an important aside - the process used to fire the employee was questionable (with some Board members insisting on a meeting about it before any action was taken, but their requests were ignored and the action was taken anyway).

There is nothing in the Bylaws that dictates who is responsible for the hiring and firing of employees, but even it was listed as the Board's responsibility, my understanding is that the Board would be free to delegate those tasks to a specific Board member and/or Committee. Historically, that is how things have been done.

It's a bit of a mess.

[Trina]

You may want to take a look at this older thread, which discusses some of these issues:

http://robertsrules....__fromsearch__1

Also, as others have pointed out, if this is a special meeting, only business mentioned in the call to the meeting can be conducted. If it is a special meeting, and if resignation of the board member was not mentioned in the call, then that business cannot be brought up (independent of the 'information only' wrinkle).

edited to add:

Above was posted in response to post #1 (not specifically in response to post #4, which appeared just before I posted). So, 'these issues' was in response to the thread title and the information in the original post).

[Tim Wynn]

There are generally only two regular meetings each year - the AGM in spring (which includes the budget and elections) and an "information" meeting late in the summer. So I suppose this upcoming meeting would qualify as a special meeting, although there was nothing in the notice of the meeting that indicated that the ONLY thing to be discussed was this situation.

That said, the motion for the Board member to resign is directly related to this situation.

This meeting was called by the President at the behest of the Board, and it is to provide information regarding the firing of an employee. I am of the opinion that the Board does not (indeed, should not) provide an abundance of details. I'm hoping the President shares that opinion.

As an aside - an important aside - the process used to fire the employee was questionable (with some Board members insisting on a meeting about it before any action was taken, but their requests were ignored and the action was taken anyway).

There is nothing in the Bylaws that dictates who is responsible for the hiring and firing of employees, but even it was listed as the Board's responsibility, my understanding is that the Board would be free to delegate those tasks to a specific Board member and/or Committee. Historically, that is how things have been done.

It's a bit of a mess.

Is this summer "information meeting" prescibed by the bylaws?

Do the bylaws authorize special meetings?

[Guest Louise]

That is useful to know.

Just to be clear: A motion calling for the resignation of a Board member may only be made at a regular meeting?

Hmmm. This is interesting. I was mistaken about the general meetings (I think I have more RONR in my brain than what is in these bylaws!) The bylaws state that meetings called by the Board are general meetings. Special meetings are those called for by the membership. In the bylaws, it states that a "general information meeting" may also be held once a year as well. Bah.

It also states that notice of any meeting needs to be given in writing by mail. That was not done. (The meeting time and subject was announced in a newsletter, which goes out in paper form via snail mail to half the membership, while the other half receives is electronically.) I'm thinking that it's not the first time it hasn't been done.

Apparently these bylaws need to be rewritten.

And I think I'm about ready to pull my hair out. Is this a validly called meeting? Is it a general meeting? A special one? I've really no idea now.

And why do people not follow their own bylaws!!!??? (Rhetorical question there. Just venting.)

[Guest Edgar]

This meeting was called by the President at the behest of the Board, and it is to provide information regarding the firing of an employee. I am of the opinion that the Board does not (indeed, should not) provide an abundance of details. I'm hoping the President shares that opinion.

Is this a meeting of the board or a meeting of the general membership? If the latter, the board won't be present as a board.

Note, too, that a motion to request a resignation is pretty toothless since resignation is a voluntary act.

[Guest Louise]

I'm sorry I wasn't more clear.

The upcoming meeting is a meeting of the general membership.

No, the Board will not be presenting as a Board, especially since the decison was made by only three people on the Board. Only the President will be speaking to the issue, as far as I know.

That is an excellent point about resignation being voluntary; I hadn't considered that.

Since the bylaws do not indicate any way a Board member may be removed, does that mean it is not possible for the general membership to remove a Board member before his/her term is up?

Thanks for all of the input, everyone. This site is fantastic!

[jstackpo]

Since the bylaws do not indicate any way a Board member may be removed, does that mean it is not possible for the general membership to remove a Board member before his/her term is up?

Maybe, maybe not very easily anyway. The answer of how to do it will turn on the precise wording of your bylaws, particularly the part that defines how long a term in office an officer (or board member) has.

Look at p. 574 and compare what is there with your bylaws. That should make it clear.

[Guest Edgar]

Since the bylaws do not indicate any way a Board member may be removed, does that mean it is not possible for the general membership to remove a Board member before his/her term is up?

No. Nearly everything is possible; it's just a matter of following the proper procedures. You could start with FAQ #20.

[Guest Louise]

Yep, I've read that section. Several times. My sincere thought is that it would be easier to let this Board member serve out his term than to go through the steps outlined in Chapter XX.

The current bylaws state a "two-year term" but have nothing in there about "and/or until the successor is elected." Perhaps that should be included in a revision of the bylaws.

The other thread for which Trina provided a link was fascinating; thank you for that.

It seems to me that both sides have a problem: This special meeting was not properly called, so no business can be transacted. And if it were a properly-called special meeting, then the group that wants to make a motion calling for a certain Board member's resignation would have had to have that included in the notice of motion (which was never sent, it seems).

And then there's the little detail about resignation being voluntary. An excellent point, that one. I'm pretty sure the group calling for his resignation is of the firm belief that they are calling for his forced removal.

Not so simple, any of this. I'm glad I'm not on either side.

(Although I am miffed about the ignoring of Board members' requests to discuss the situation prior to any action being taken...)

Thanks, everyone, for your input. We'll see how this all pans out in practice.

[jstackpo]

The current bylaws state a "two-year term" but have nothing in there about "and/or until the successor is elected." Perhaps that should be included in a revision of the bylaws.

Indeed it should...

[Guest Bob]

Yep, I've read that section. Several times. My sincere thought is that it would be easier to let this Board member serve out his term than to go through the steps outlined in Chapter XX.

The current bylaws state a "two-year term" but have nothing in there about "and/or until the successor is elected." Perhaps that should be included in a revision of the bylaws.

The other thread for which Trina provided a link was fascinating; thank you for that.

It seems to me that both sides have a problem: This special meeting was not properly called, so no business can be transacted. And if it were a properly-called special meeting, then the group that wants to make a motion calling for a certain Board member's resignation would have had to have that included in the notice of motion (which was never sent, it seems).

And then there's the little detail about resignation being voluntary. An excellent point, that one. I'm pretty sure the group calling for his resignation is of the firm belief that they are calling for his forced removal.

Not so simple, any of this. I'm glad I'm not on either side.

(Although I am miffed about the ignoring of Board members' requests to discuss the situation prior to any action being taken...)

Thanks, everyone, for your input. We'll see how this all pans out in practice.

You may also want to check your state statutes and/or articles of incorporation. While my homeowners association's Bylaws do provide for the removal of officers, if it didn't, there are state statutes that would apply.

[Guest Louise]

I will see if I can check the articles of incorporation etc. before the meeting.

And I'll recommend a revision of the bylaws...although perhaps not at this meeting (or non-meeting, such as the case may be).

Thanks again!

[Bruce Lages]

It also states that notice of any meeting needs to be given in writing by mail. That was not done. (The meeting time and subject was announced in a newsletter, which goes out in paper form via snail mail to half the membership, while the other half receives is electronically.) I'm thinking that it's not the first time it hasn't been done.

Guest Louise - I don't think you can necessarily conclude that this method of providing notice of a meeting does not satisfy your bylaw requirements. If there is concern whether a written notice of meeting included in a mailed newsletter complies with the bylaw requirements, your group (i.e., the general membership most likely) can and should decide that issue.

But, RONR, 11th ed. p.89, ll.16-22, now allows for notice of meetings to be sent via email or other electronic means, IF those members receiving the electronic notice have previously agreed to receipt of notices by this method. So, depending on how your method of providing notice is set up, the notice for this special meeting may be valid.

[Rev Ed]

Personally, I have been to "Information Meetings" - generally these meetings are held by the Board to explain controversial (or large) issues for which the Board has sole decision making power in order to provide information to the general members and to receive some feedback. However, this can be handled through the Board calling a Board meeting, and simply opening up a portion of the meeting to allow general members to attend. Or they will call it an "Informal Discussion" session.

However, the By-laws should allow for "Information Meetings" and how they operate.

[Trina]

...

As an aside - an important aside - the process used to fire the employee was questionable (with some Board members insisting on a meeting about it before any action was taken, but their requests were ignored and the action was taken anyway).

There is nothing in the Bylaws that dictates who is responsible for the hiring and firing of employees, but even it was listed as the Board's responsibility, my understanding is that the Board would be free to delegate those tasks to a specific Board member and/or Committee. Historically, that is how things have been done.

...

I don't think this point has yet been addressed... but you probably should take a look at RONR (11th ed.) p. 484 l. 30 - p. 485 l. 4 regarding the board's ability to delegate its authority (that authority cannot be delegated nearly as freely as many people assume).

Also, a relevant excerpt from page 248 of "Parliamentary Law" (1923):

While a board cannot appoint an executive committee, unless so authorized by the bylaws of the society, or turn over its powers to an officer or committee, it may appoint committees to investigate and report, or to carry out an order of the board. The society has intrusted the board with the responsibility of administration, with the understanding that a majority of the members must meet to decide questions. The principle involved is that an agent cannot turn over to another his powers as agent unless so authorized by his principal. [emphasis added]

[Gary Novosielski]

The current bylaws state a "two-year term" but have nothing in there about "and/or until the successor is elected." Perhaps that should be included in a revision of the bylaws.

Yes, but whatever you do, do NOT put "and/or" which would turn the sentence to gibberish.

Choose "and" or "or" and put in whichever one you want, according to the explanation in the FAQ you were reading.

[Guest Louise]

I don't think this point has yet been addressed... but you probably should take a look at RONR (11th ed.) p. 484 l. 30 - p. 485 l. 4 regarding the board's ability to delegate its authority (that authority cannot be delegated nearly as freely as many people assume).

Thank you; I will read through that as soon as this latest edition arrives in my mailbox. I don't think, however, that this situation is a matter of the Board delegating its authority - historically (except in this recent case) the Board as a whole has voted on the hiring and dismissal of employees. However, the entire Board does not meet to conduct the interviews or to do the fun task of the actual dismissal. Rather a smaller group does both of those tasks at the behest of the Board (i.e. "carrying out an order of the Board"). To insist that the entire Board do those tasks would be a tad unwieldy in my mind. Instead, the Board member(s) on the Commitee, in conjunction with the other Commitee members, make the recommendation to the Board, which the Board then discusses and votes upon.

Also, a relevant excerpt from page 248 of "Parliamentary Law" (1923):

The principle involved is that an agent cannot turn over to another his powers as agent unless so authorized by his principal.

Ah - so perhaps we need an official motion at a meeting of the organization's membership that a Hiring Committee be struck (by the Board) each time an employee needs to be hired?

Yes, but whatever you do, do NOT put "and/or" which would turn the sentence to gibberish.

Choose "and" or "or" and put in whichever one you want, according to the explanation in the FAQ you were reading.

Absolutely. I will be suggesting that we use the "or".

[Trina]

Thank you; I will read through that as soon as this latest edition arrives in my mailbox. I don't think, however, that this situation is a matter of the Board delegating its authority - historically (except in this recent case) the Board as a whole has voted on the hiring and dismissal of employees. However, the entire Board does not meet to conduct the interviews or to do the fun task of the actual dismissal. Rather a smaller group does both of those tasks at the behest of the Board (i.e. "carrying out an order of the Board"). To insist that the entire Board do those tasks would be a tad unwieldy in my mind. Instead, the Board member(s) on the Commitee, in conjunction with the other Commitee members, make the recommendation to the Board, which the Board then discusses and votes upon.

It sounds as though you are on the right track -- the board can certainly tell committees and individual officers to carry out specified tasks on its behalf. Looking back at post #1, I see you have the 10th edition in hand at the moment -- see p. 467 for the equivalent text, the section on Bodies Subordinate to a Board -- I don't think the text has changed in the 11th edition, although I haven't double checked every word.

[Guest Louise]

It sounds as though you are on the right track -- the board can certainly tell committees and individual officers to carry out specified tasks on its behalf. Looking back at post #1, I see you have the 10th edition in hand at the moment -- see p. 467 for the equivalent text, the section on Bodies Subordinate to a Board -- I don't think the text has changed in the 11th edition, although I haven't double checked every word.

Thank you. I will read through that section.

[Guest Kathy]

I have a similar question, but with one small difference... I am on a Board where almost 50 % of the members changed this year. (5 of 11 Exec board members, representing 700 general members) and takeover of positions has been challenging. They want to have some 'informal meetings' to discuss business but not any business relative to motions or decisions. ANything needing that would be added to the next meeting agenda outside this 'meeting' they plan. More things like: how to do this, what this is for, why we have to do this etc etc. There was a lot of confusion after the elections and into takeover time due to poor organizing and info sharing and many are overwhelmed / confused on how all parts work.

Because the intent of the meeting is to discuss board topics, association info etc, I worry about the structure they are doing - organizing these on a regular basis every quarter, and only sharing these meetings with the exec board, not publicizing the meetings, setting them up to discuss association business and taking no minutes etc - It worries me because it is not in alignment (from I I interpret) with meetings according to ROR which we are stated to follow as per our bylaws.

Am I right or wrong on this worry I have. My fear is in future someone will note that we did have these 'meetings' and that they are outside proper protocol.

Thanks for any advice...

Kathy C

[Tim Wynn]

I have a similar question, but with one small difference... I am on a Board where almost 50 % of the members changed this year. (5 of 11 Exec board members, representing 700 general members) and takeover of positions has been challenging. They want to have some 'informal meetings' to discuss business but not any business relative to motions or decisions. ANything needing that would be added to the next meeting agenda outside this 'meeting' they plan. More things like: how to do this, what this is for, why we have to do this etc etc. There was a lot of confusion after the elections and into takeover time due to poor organizing and info sharing and many are overwhelmed / confused on how all parts work.

Because the intent of the meeting is to discuss board topics, association info etc, I worry about the structure they are doing - organizing these on a regular basis every quarter, and only sharing these meetings with the exec board, not publicizing the meetings, setting them up to discuss association business and taking no minutes etc - It worries me because it is not in alignment (from I I interpret) with meetings according to ROR which we are stated to follow as per our bylaws.

Am I right or wrong on this worry I have. My fear is in future someone will note that we did have these 'meetings' and that they are outside proper protocol.

Thanks for any advice...

Kathy C

A collection of individuals either is or isn't a meeting. There's no gray area.

An informal gathering of members is not subject to the rules for meetings.

[Gary Novosielski]

Am I right or wrong on this worry I have. My fear is in future someone will note that we did have these 'meetings' and that they are outside proper protocol.

Thanks for any advice...

Kathy C

Although informal non-meeting gatherings are not governed by RONR, your fear that someone in the future (especially during a contested election) may characterize these gatherings in an unflattering way may turn out to be well-founded. A lot depends upon the culture of your society, which is beyond the scope of RONR. But one man's "friendly gathering" is another man's "secret midnight backroom plotting session."

I would just note that not everything that is permissible is necessarily a good idea, and if having these gatherings makes you uncomfortable then you might have good instincts. You know your society better than we do.