Tonight's Meeting. What was I thinking?

[rockbust]

Hello,

 

Here are some issues with tonight's board meeting:

 

1. The meeting notification was emailed by our Vice President.

As per our bylaws Article III section 3:  "Special meetings of the Board may be called by the president or by the Secretary upon receipt of a written request signed by at least three members of the Board. Written notice of such meeting shall be mailed by the Secretary at least five days and not more than ten days prior to the date of the meeting, or telegraphic notice shall be filed at least three days and not more five days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat."
 

The President did not call a meeting or myself being the secretary did not call it. I assumed meeting should be null and void. I raised a timely point of order but it was ignored. (note: the president did not attend because he said it was an improper called meeting so the VP took the chair)
 

2. At the meeting I raised a point of order about our 2013 annual elections failing to have a quorum where the VP was previously elected to the Board.

As per our bylaws article III section 1- Twenty Five per cent of the total membership will constitute a quorum. In 2013 we had 50 members on our roll and 25 percent of 50 = 12.5 members were required to attend. There were only a maximum of 7 members at these meetings.
 

RONR says something to the effect of, a point of order should be timely. The only exception is where the motion was in violation of the laws, the constitution, bylaws or standing rules of the organization. In such cases it is never too late to raise a point of order.
 

While stating my point of order I was stopped by the chair and was heckled by other board members while addressing the chair. I made the chair aware that a point of order is not debatable but debate continued and other board member said a point of order is not allowable since this is a "special board meeting"  and only business that the meeting was called for was allowed.  I was told by another board member that my point of order needs to be addressed at a regular board meeting at another time
 

I was also told by another board member that any point of order is not valid because it is in the past and it is too late to raise a point of order. The chair instructed all board members to ignore me as I continued to read from RONR and talk over me if necessary.

 

Questions??

Did we have a valid meeting?

Was the chair correct in his treatment of my point of order?

What can be done if he was incorrect?

 

Thank you

Robert

 

[Sean Hunt]

Hello,

 

Here are some issues with tonight's board meeting:

 

1. The meeting notification was emailed by our Vice President.

As per our bylaws Article III section 3:  "Special meetings of the Board may be called by the president or by the Secretary upon receipt of a written request signed by at least three members of the Board. Written notice of such meeting shall be mailed by the Secretary at least five days and not more than ten days prior to the date of the meeting, or telegraphic notice shall be filed at least three days and not more five days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat."

 

The President did not call a meeting or myself being the secretary did not call it. I assumed meeting should be null and void. I raised a timely point of order but it was ignored. (note: the president did not attend because he said it was an improper called meeting so the VP took the chair)

 2. At the meeting I raised a point of order about our 2013 annual elections failing to have a quorum where the VP was previously elected to the Board.

As per our bylaws article III section 1- Twenty Five per cent of the total membership will constitute a quorum. In 2013 we had 50 members on our roll and 25 percent of 50 = 12.5 members were required to attend. There were only a maximum of 7 members at these meetings.

 

RONR says something to the effect of, a point of order should be timely. The only exception is where the motion was in violation of the laws, the constitution, bylaws or standing rules of the organization. In such cases it is never too late to raise a point of order.

 

While stating my point of order I was stopped by the chair and was heckled by other board members while addressing the chair. I made the chair aware that a point of order is not debatable but debate continued and other board member said a point of order is not allowable since this is a "special board meeting"  and only business that the meeting was called for was allowed.  I was told by another board member that my point of order needs to be addressed at a regular board meeting at another time

 

I was also told by another board member that any point of order is not valid because it is in the past and it is too late to raise a point of order. The chair instructed all board members to ignore me as I continued to read from RONR and talk over me if necessary.

 

Questions??

Did we have a valid meeting?

You are correct. The meeting is null and void. Since this is a continuing breach of the rules, you can raise a point of order to this effect at any time (such as when your President---who sounds more sympathetic to your point of view---is present). The board may wish to Ratify the action taken, which authorizes the illegally-taken actions so as to prevent more fallout.

Was the chair correct in his treatment of my point of order?

Absolutely not.

What can be done if he was incorrect?

 

Thank you

Robert

From the sounds of it, ensure that your President (who sounds much more sympathetic to your [correct] views) is presiding, and then raise the points of order. And maybe read Chapter XX of RONR while you're at it, as it may become necessary.

[Josh Martin]

As per our bylaws Article III section 3:  "Special meetings of the Board may be called by the president or by the Secretary upon receipt of a written request signed by at least three members of the Board. Written notice of such meeting shall be mailed by the Secretary at least five days and not more than ten days prior to the date of the meeting, or telegraphic notice shall be filed at least three days and not more five days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat."

 

If your bylaws provide that meeting notices may be sent by telegraph, it may be time to update them.

 

Did we have a valid meeting?

 

Since the meeting was not called according to the procedures in your bylaws for calling special meetings, no, you did not.

 

Was the chair correct in his treatment of my point of order?

 

No. I'm most concerned about the way the chair handled the Point of Order. The chair should have let you state your point and then ruled the point "well taken" or "not well taken." It was not appropriate for the chair to permit members to interrupt you while you were raising your point, let alone to actually instruct members to ignore you and talk over you as necessary. For this reason, I'd suggest a look at FAQ #20.

 

Now, with that said, I think the chair should have ruled the point out of order (or not well taken), for the following reasons:

 

• A Point of Order regarding the lack of quorum at a prior meeting is not in order at a special meeting, unless this topic was included in the call of the meeting. It would need to be raised at a regular meeting or at a special meeting called for the purpose.
• A Point of Order regarding the lack of quorum is not permitted to affect prior action unless there is "clear and convincing proof" that a quorum was not present, and such proof is generally difficult to obtain.
• A Point of Order regarding a violation of the rules at a meeting of the general membership cannot be raised at a board meeting. It would need to be raised at a meeting of the general membership.
• The board meeting wasn't valid anyway, so it couldn't conduct any business.

Your earlier Point of Order (that the meeting was not valid since it was not called in accordance with the bylaws) should not have been ignored, and that should have been ruled well taken.

 

From the sounds of it, ensure that your President (who sounds much more sympathetic to your [correct] views) is presiding, and then raise the points of order.

 

Well, yes, but the Point of Order regarding a general membership meeting will need to wait until a meeting of the general membership, and the OP should make sure that he has "clear and convincing proof" that a quorum was not present at the time of the election. It's not clear from the facts provided whether he has such proof.

[rockbust]

And what proof do I need. I have the written statement of the president who attended the meeting that there was only 7 members present and no quorum. note: He was Vice President at that time.

[Josh Martin]

And what proof do I need. I have the written statement of the president who attended the meeting that there was only 7 members present and no quorum. note: He was Vice President at that time.

 

It will be up to the President (and ultimately, the general membership, if his ruling is appealed from) to determine what constitutes "clear and convincing proof."