Minutes "Secret"

[Guest beth]

We recently had an incident where one of our Board members was removed because they told someone outside of the Board a result of a vote. The President said these minutes were "confidential" . The member told us that because the meeting was held in a public place (the cafe of a supermarket) that it was not confidential. This is a non-profit. The person that was told the results of the vote was contacted by our Board President and the Pres proceeded to tell the outside person all of what was said at the meeting. The Pres told all the other board member that the one ousted was the one that told the outside person all about the meeting when it was in fact, her. The ousted board member did not get to come before the board to tell their side of the story. In effect the Pres lied to the board and we voted to remove this member without knowing the whole story. it appeared the pres told us what we wanted to hear to cover her own butt. Now I am afraid to go to the board and tell them what I found out because the pres will lie about me too! Any thing we can do? Or legal steps we can take?

[sMargaret]

* Beth, was the board meeting held in executive session (in camera)?

* Do you have a copy of your bylaws?

* Is there a section on discipline in your bylaws, or a section on how to remove board members? Was this section followed?

* Was the board member who was removed invited to the meeting at which she was removed? She was still a board member at that time, and to be a proper meeting, you'd need to invite all members, typically.

* None of the other board members actually asked the ousted board member about the situation before voting to remove her? Why not?

* This board may need some professional help. Scratch that - does need some professional help, such as a parliamentarian.

[Guest beth]

No. I don't think. 5 of the 6 board members were there. Would it have made a difference? I believe the executive committee met and decided to do the vote before they asked me to come in. In camera? Don't understand.

Yes, to bylaws "Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

No, she was not invited. What do you mean by "typically"?

Because we all believed what the President told us about the situation. (The President said that she told an outside person all about a previous board meeting but I later came to find out that the President was actually the one that did. The ousted member only told them that a vote was taken and what the result was.) The President told us that she breached "confidentially" but I think the President did too. I did not know what the meeting was about before getting there. And I just believed that the President knew what she was talking about. The person ousted has often disagreed, vocally in the meetings, with the President and VP. I think the President also may have gotten into the ousted members email and had a copy of an email the ousted member sent to a friend bashing her. (Her son set up the email accounts and knows all the passwords.) She said the ousted member was causing too much "drama" in the group.

The board has already refused to have someone come in and tell them how a non-profit should be ran. The ousted member and my self voted to have one come in because there are other things that we do not believe are kosher (President authorizing bills to be paid that are never brought to the board). We were outvoted 4-6 on that one. I am terrified I will be the next one to be voted out if I don't agree with everything they say and do.

[tctheatc]

bylaws "Section 9: .... A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

Not fer nuthin', but "other reasons" sure does seem to give the board a whole lotta leeway in kicking people off.

[Trina]

No. I don't think. 5 of the 6 board members were there. Would it have made a difference? I believe the executive committee met and decided to do the vote before they asked me to come in. In camera? Don't understand.

Yes, to bylaws "Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

No, she was not invited. What do you mean by "typically"?

...

All members must be sent notice of a special meeting. If a member is left out when notice is sent, that is a violation of a fundamental principle of parliamentary law, and any business conducted at the meeting is null and void.

When TC sMargaret said 'typically' he she may have had in mind the formal disciplinary process outlined in Ch. XX of RONR -- at some stages in those proceedings, the member 'on trial' is not invited to attend. However, it doesn't sound as though that is what happened in your organization.

What do you mean, by the way, in your first paragraph when you describe the executive committee making decisions before you were "asked to come in"? If you are a board member, why did you have to wait to come in during a board meeting? Does your organization have a formally defined executive committee, and was this committee meeting prior to the called board meeting?

edited to fix attribution

[tctheatc]

I didn't make the "typically" comment. I am fully on board with the notion that all members are to be invited to a meeting.

However, I could see where someone interpreting that bylaws clause (3/4 of the remaining...) as allowing the discarded member to be excluded. Not that I'm offering a bylaw interpretation. No way, no how.

[Trina]

I didn't make the "typically" comment. I am fully on board with the notion that all members are to be invited to a meeting.

Yes, sorry -- I didn't read carefully through the earlier posts.

[tctheatc]

no worries.

[Trina]

We recently had an incident where one of our Board members was removed because they told someone outside of the Board a result of a vote. The President said these minutes were "confidential" . The member told us that because the meeting was held in a public place (the cafe of a supermarket) that it was not confidential.

...

The business conducted at the meeting would be confidential if the meeting was held in executive session. Was it? If a meeting (or a portion of a meeting) is conducted in executive session, all of the people present are under an obligation to maintain confidentiality. On the other hand, business that is conducted in 'regular' session doesn't become confidential just because the president says it is confidential.

The public place argument isn't relevant in a parliamentary sense. It may be a dumb idea to conduct executive session business in a public setting like the middle of a supermarket, but it doesn't excuse the members from their obligation.

edited: correct typo

[Guest Guest]

The executives emailed each other about it before the meeting. Then they were all there when I arrived (at the supermarket) like they had already been talking about it.

The first meeting that started it all was not an executive session because the entire board was there, the executive, me, and the board member they booted.

The booted member had written a rather harsh email about the vote to the board but later apologized.

This board (especially board pres & vp) like to think that they have the power to do as they please and if you don't like it, this will occur.

BTW, the President was actually the one that called up the outside party and told them everything that was said and done in the first meeting that started this all. The other party swears to that. She also was the only one that met with the ousted board member to tell them what they did in ousting her.

[Dan Honemann]

The first meeting that started it all was not an executive session because the entire board was there, the executive, me, and the board member they booted.

I'm afraid that the first thing you need to do is learn what is meant by "executive session".

[sMargaret]

People do tend to get confused between Executive Board, Executive Committee, and Executive Session - all are very different things.

Guest, is there an actual Executive Committee defined in your bylaws? Should they actually be holding separate meetings?

The board, the general membership, the executive committee - any meeting may choose to go into "executive session". What this means is that you'd need to have a motion to go into executive session, and then the contents of the meeting are confidential (even if held in a public place).

You need to get a copy of The Book, and read the "in Brief" version:

http://www.robertsrules.com/book.html

http://www.robertsru...om/inbrief.html

The board has already refused to have someone come in and tell them how a non-profit should be ran. The ousted member and my self voted to have one come in because there are other things that we do not believe are kosher (President authorizing bills to be paid that are never brought to the board). We were outvoted 4-6 on that one.

As a board member, you have a responsibility to your organization to stand up for what you believe is correct, and to be familiar enough with the rules of order in order to do so. Bring forward a motion, bring forward points of order, appeal the ruling of the chair - you have lots of options. The Chair is not the ruler of the organization, and isn't even the final verdict at a board meeting - the board members, jointly, are. What you need are the votes.

I am terrified I will be the next one to be voted out if I don't agree with everything they say and do.

Why would this be a bad thing? Dysfunctional organization, bullying President, non-compliant with bylaws, leaving themselves open for legal issues...

While this isn't applicable to RONR, I'd suggest looking into the legal responsibilities of a board member in your area - the fiduciary duty to the organization. Once you know how important that is, RONR can assist you in carrying out your responsibilities.

(and Trina had it exactly correct how I meant the use of the word "typically".)

[tctheatc]

... The ousted board member did not get to come before the board to tell their side of the story. In effect the Pres lied to the board and we voted to remove this member without knowing the whole story.

..... bring forward points of order, appeal the ruling of the chair - you have lots of options. The Chair is not the ruler of the organization, and isn't even the final verdict at a board meeting - the board members, jointly, are. What you need are the votes.

.... bullying President, non-compliant with bylaws.....

Maybe I'm seeing this differently and perhaps missing something. But this doesn't really appear to me a situation where the president has made a bad ruling or acted beyond the scope of authority. Even if the president misrepresented the facts, the board was complicit in voting the member out, IAW the bylaws apparently, and it was the board's decision, not the president's. Was there not one board member that questioned not hearing the other side? In post #3, one statement indicates there are 6 board members and another seems to indicate 10. Either way, it would only take a couple of votes (or even one!) to stop the 3/4 vote to dismiss a member.

Fault the president for questionable behavior outside a meeting, ok. maybe look to revisit the motion to dismiss based on new info.

But I don't see where points of order, appeals, or non-compliance with the bylaws are an issue. JMHO.

[sMargaret]

My assumption is that when you have someone posting "Now I am afraid to go to the board and tell them what I found out because the pres will lie about me too!", that that person feels they are being bullied by the president.

I quite agree that the board is complicit in this situation. As a board members, items such as points of order and appealing the ruling of the chair are important tools in the running of a meeting. If you don't know that you can question the person running the meeting, and as an assembly you can overrule the person running the meeting, then you are unlikely to do so.

[Guest Beth]

Bylaws state there are 3-10 directors, but we have 6 (or had). There are 4 executive positions (Pres., VP, Sec. Treas). We hold "executive" board meetings before we have what they call "Core" team meeting (made up of volunteers that the Pres invites). Not all volunteers are invited. The meeting they call executive never goes into "executive" session and they never make motions for anything. In fact some of the 'Core" team members sit in the executive board meeting if they get there early.

My thoughts are the executive position people either had a meeting before our regular board meeting or else they discussed it by email, which they do quite frequently. Normally the entire board is on the email chain but in this case I was not. I am assuming to keep me and the ousted member clueless.

The ousted member told me that she was asked by the Pres to meet at the supermarket before our regularly scheduled board meeting (which the Pres actually cancelled). At that time the Pres told her that she was no longer a board member but she could be a volunteer. The board member asked to be on the core team but the pres told her no because they did not trust her.

I found come to find out that the ousted board member believes it was because she told the Pres that she would tell the entire board that the Pres called up the outside person who the vote was about and told her about the entire board meeting (which the ousted person did not, she only told them the vote). She believes that the Pres wanted to cover her own involvement and telling of information and blame it on the ousted person.

I am being bullied. One incident the President told the board what we would be doing. No vote, just I am telling you you will do this because I am the Pres and if you don't like it you can leave.

[Guest beth]

I abstained from voting because I didn't understand it at all but I was the only one so they passed it, 3 ok, 1 abstain, 1 absent. The Pres did not vote. Bylaws say it must be by 51% and they took the 51% from those present.

[Gary c Tesser]

tc, I'm betting that when Guest_beth wrote "We were outvoted 4-6 on that one", she didn't mean the standard "four in favor, six against," but rather four out of six, and that's it. (The first few words of post #15 throw some more chaos into the mix, but I'm inclined to pretend I didn't see it. Six board members. Six board members. a mantra, for tranquil contemplation, and restrained hypertension.)

It does look to me as if there is some playing fast-and-loose with formal decisions possibly being made by e-mail without some members of the pertinent body being notified; some meetings being held without all the appropriate membership's being notified; and some meetings' having begun, by conspiracy, earlier than some selected members were informed of.

Not you?

-- Granted that Guest_beth's extremely compressed narrative style can take some parsing. For instance:

I abstained from voting because I didn't understand it at all but I was the only one so they passed it, 3 ok, 1 abstain, 1 absent. The Pres did not vote. Bylaws say it must be by 51% and they took the 51% from those present.

But Guest_beth, what about the required 3/4 vote? Is it that, or 51%? Or are you talking about a different motion entirely?

(On this website discussion forum, it helps to hit "quote" on the particular post that you're replying to. Otherwise it's hard to tell. Also, by the way, if you go ahead and sign in and stop having to post as a guest, you won't have to fight the CAPCHA code to make your posts. No obligation, no charge, no one will visit you, no offers to sell you an encyclopedia. Although I know an estimable used-dictionary salesman if you're interested.)

[Gary c Tesser]

From post #3: "A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors."

Does anyone besides me think this might actually be an RONR-related issue, per Section 44, "bases for determining a voting result," and not just a bylaws-interpretation question that we can breezily fob back onto Guest_beth's organization, such that it is? I mean, the wording closely parallels p. 403, "A vote of two thirds of the entire membership." If the board membership is 6, and we don't count the targeted member then -- if we're going by the 3/4 figure, not the 51% figure, which I hope Guest_beth will clarify, they needed 3.75 votes, so the 3 in favor didn't cut it.

(So then the Official Interpretation 18 -- http://www.robertsrules.com/interp_list.html#2006_18 -- comes in. I'm getting inclined to invoke the Crocodiles Clause. Or advise Guest_beth to consult the enforcement committee of the Two Fisted Parliamentarians Club.)

[Trina]

Bylaws state there are 3-10 directors, but we have 6 (or had). There are 4 executive positions (Pres., VP, Sec. Treas). We hold "executive" board meetings before we have what they call "Core" team meeting (made up of volunteers that the Pres invites). Not all volunteers are invited. The meeting they call executive never goes into "executive" session and they never make motions for anything. In fact some of the 'Core" team members sit in the executive board meeting if they get there early.

Are there 4 executive positions in addition to the 6 (now maybe 5) directors? In other words, did your board (previously) have 6 members or 10 members?

Are these "executive" board meetings actually meetings of the entire board (i.e. meetings of all of the 6, or possibly 10, directors)? Or do you mean that the President, VP, Treasurer, Secretary are in the habit of holding meetings on their own? If it's the latter, I'll return to one of my earlier questions -- do your bylaws actually establish an executive committee consisting of these 4 officers? If not, they cannot meet as a body to conduct business on behalf of the organization. In other words, they cannot have a meeting, in the parliamentary sense.

My thoughts are the executive position people either had a meeting before our regular board meeting or else they discussed it by email, which they do quite frequently. Normally the entire board is on the email chain but in this case I was not. I am assuming to keep me and the ousted member clueless.

Decisions made outside of a meeting don't count. As far as the executive position people holding their own private meeting, see my comments above.

The ousted member told me that she was asked by the Pres to meet at the supermarket before our regularly scheduled board meeting (which the Pres actually cancelled). At that time the Pres told her that she was no longer a board member but she could be a volunteer. The board member asked to be on the core team but the pres told her no because they did not trust her.

Previously scheduled meetings cannot be cancelled. However, since the President apparently said the regularly scheduled board meeting was being cancelled, that leads to the conclusion that whatever 'meeting' was going on ahead of time was not a meeting of the board. So -- back to my earlier point -- unless the people meeting earlier constitute an official body under the bylaws (i.e. an executive committee), they cannot possibly have conducted a vote to oust the member. On what basis did the President tell the person that "she was no longer a board member"?? When was that decision made? Your earlier reference to the bylaws

A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

makes it clear that a vote is required at a meeting of the directors to accomplish such removal. When did that meeting take place? Or didn't it?

I found come to find out that the ousted board member believes it was because she told the Pres that she would tell the entire board that the Pres called up the outside person who the vote was about and told her about the entire board meeting (which the ousted person did not, she only told them the vote). She believes that the Pres wanted to cover her own involvement and telling of information and blame it on the ousted person.

I am being bullied. One incident the President told the board what we would be doing. No vote, just I am telling you you will do this because I am the Pres and if you don't like it you can leave.

The rules of parliamentary procedure give the President no such unilateral authority. The other board members should not let her get away with this, but, if they do, they share responsibility for the consequences.

I abstained from voting because I didn't understand it at all but I was the only one so they passed it, 3 ok, 1 abstain, 1 absent. The Pres did not vote. Bylaws say it must be by 51% and they took the 51% from those present.

What vote are you describing here? Surely not the vote to oust the board member??

[Dan Honemann]

I commend all those who have been striving mightily to make some sense out of these persistently garbled facts, but it has become painfully obvious that there's not apt to be any improvement.

Since the principal complaint in the initial post has virtually nothing to do with parliamentary procedure, I respectfully suggest that it's time to quit.

[Guest Guest]

Ok.. let me see if I can clarify. There are/were 6 separate board members.

The bylaws state: Section 1: Board Role, and Size. The Board is responsible for overall policy and direction of the Organization, and delegates responsibility for day-to-day operations to the Officers. The Board shall have up to nine (9) and not fewer than three (3) members.

Section 5: Quorum. A quorum must be attended by at least 51% of the Board members before business can be transacted or motions made or passed.

Section 6: Notice. An official Board meeting requires that each Board member have notice at least 5 days in advance.

Section 7: Officers and Duties. There shall be four (4) officers of the Board consisting of a President, Vice President, Treasurer, and Secretary.

Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three (3) days in advance.

Section 2: The four (4) officers serve as the members of the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

The ExCommittee met Tuesday night and voted or decided (I was not there so I am not sure which) to remove the board member. Neither I, or the ousted board member receive a copy of the notice. Before our regular scheduled meeting on Wednesday night, the Pres email her and told her the meeting had been cancelled. She also emailed and told the ousted board member that she needed to talk to her. However, the rest of the board did meet and we were told these were the reasons we were ousting her (which I later found to be not entirely true) and the vote was 3 for, 1 abstain, 1 absent the Pres did not vote. We left before the ousted member. When the ousted member arrived, she was told that she was no longer in the group.

I have been told by the ousted member that she was just told that she was an disruption to the group and she told someone that she had shared a vote made in a previous board meeting with that person. However, the ousted member told me that the Pres had called this person up and shared not only the voted but the substance of the entire meeting with this other person.

[sMargaret]

Beth, what I will do is point you towards an appropriate section of RONR - page 252, "If one or more members have been denied the right to vote, or the right to attend all or part of a meeting during which a vote was taken, it is never too late to raise a point of order concerning the action taken in denying the basic rights of the individual member(s)".

It does seem clear that the ousted member was denied the right to attend the meeting and vote, and it was at the board meeting that the vote to remove the member should occur.

Read the RONR in brief book. Find out what your rights are as a board member. Find out what your obligations are as a board member. Stand up for your rights as a board member. Come back to this board, post short focused questions. And good luck!