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Meeting fiasco


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Our country club is an equity club with shareholder members who have full voting rights and non-equity members who supposedly have no voting rights.  The shares are held in the name of either the husband OR the wife.  The proper number of members signed off on calling a Special Meeting and the request to call a meeting was sent to the President/Board as required under the by-laws.  The reason for the meeting was stated in the call--it was to Rescind Something Previously Adopted.  Part of the already adopted motion had been carried out, but the parts that had not been carried out or completed was what the Shareholder Members wanted to stop.  In the request for the meeting we did not use the word "rescind", but said to stop all further construction and installation on a new exercise room.

 

At the meeting, the Board of Governers  arrived and sat at table at the front of the room and the President had a dais set in the middle of the table.  We were told we had sufficient numbers in attendance and by proxy for a quorum.  The President called the meeting to order and proceeded to give everyone the history of the motion and the reasons it was originally adopted as part of the Capital Budget and, because the Board approves the Capital Budget and not the Membership; the Membership approved an assessment that was part of the Capital budget; we could not vote to change it because the construction was "close to completion" and the exercise equipment had already been ordered.

 

As soon as he was finished a member went to the microphone and was recognized by the President and moved to stop all further construction and installation on the new exercise room. The motion was seconded.  A Board member called Point of Order that we had no right to make that motion because it was a motion to reconsider and referenced RONR 11 p. 318 l 29  saying it could not be reconsidered because it had "been party carried out."  The President did not rule on the Point of Order and had never taken up the Main Motion.  A member appealed the Point of order and nothing was ruled on that except the Board member who had called the Point of Order said that there was no right to appeal and to show him where it was in RONR.  The member did not have a copy and was loaned one.  While he was looking it up, members got to their feet and asked that the Board member not run the meeting.  As you might have guessed things were totally out of control by then.  Nothing was ever ruled on by the President and after someone made a report about another item, the President turned to a Board member and asked for a Motion to Adjourn.  He turned back to the microphone and quietly said we have a motion to adjourn and it has been seconded and that we were adjourned and the Board members left before anyone realized what was happening. There was no one there presiding over a meeting to whom anyone could make an objection.  

 

We have sent a request to the President/Board for a second Special Meeting for a change in the by-laws which would help with some of the Board problems.  It was sent before the first Special Meeting was held.  There has been no response to the request for the second special meeting and the President has said he will probably not call it for some months.  

 

 

Questions:

 

1.  What happens to the Main Motion that was on the floor, but never restated or debated?

 

2.  Are there minutes for a Special Meeting? If so, who do they go to and when, and who approves them?

 

3.  How can we get the President to call the Special Meeting?  Is it proper to put in something along the lines of "by this date" in the cover letter  requesting the meeting?  If so, how do we proceed if he still doesn't call the meeting?

 

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I have commented on things you wrote  --  latter in bold quotes...

 

Everything was more or less OK (except the President shouldn't have been debating at all, at the start (or any other time), but since nobody called him on that (with a point of order), that is water over the dam) up to the point when "A Board member called Point of Order that we had no right to make that motion because it was a motion to reconsider and referenced RONR 11 p. 318 l 29  saying it could not be reconsidered because it had "been party carried out.

 

First real problem:  Reconsider wasn't moved in the first place so this point of order was itself not in order  --  or, better, not well taken.

 

Next problem:  "The President did not rule on the Point of Order and had never taken up the Main Motion.  A member appealed the Point of order..."  Eh?  How could the member appeal a point that was not ruled on  --  it should have been, of course.  Both the president and the member in question need to bone up on point of order and appeal:  pp. 247ff.

 

Third problem:  "we have a motion to adjourn and it has been seconded and that we were adjourned and the Board members left before anyone realized what was happening. There was no one there presiding over a meeting to whom anyone could make an objection."  No vote on the motion to adjourn?  Presuming there was still a quorum present, you could have elected a chair pro tem at that point and continued the meeting.

 

Fourth:  "There has been no response to the request for the second special meeting and the President has said he will probably not call it for some months."    Time to set out to get a new president - good luck.

 

Finally, your questions (answered as best as possible given the evident chaos)...

 

1)  Because you all presumably left (third problem) the meeting did effectively end and the motion to stop construction is gone.  Make it again next meeting (when you have the meeting.) Or argue, at that next meeting, that since the first meeting adjourned with a motion on the floor, and there was no intervening business, it should come up automatically, as "Unfinished Business" at the next meeting. (More good luck needed)

 

2)  Should be.  Should be presented and approved (with corrections as necessary) at the next regular meeting.

 

3)  Can't help you with that one.  See fourth problem.

 

Get a copy of RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get both RONRIB and RONR (scroll down) at this link. Or in your local bookstore.

 

Get a copy for the president, too.   Give it to him as a 4th of July gift.  Maybe there will be less fireworks then.

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Thank you for your response.  I have both of the books, but am not fast enough to find them     This entire meeting lasted less than 30 minutes with lots of yelling.  

 

When finding a rule we need can we site RONRIB as the reference?

 

It is evident that we have more problems than we can hope to deal with in a short span of time.  Our By-Laws say that the Board of Governors is made up of 12 stockholder members elected by the membership.  Another place it says that an Executive Nominating Committee selects the officers, President, VP, Secretary and Treasurer and they can be either Board but can also be merely Stockholder Members, which brings the number of members of the Board to 16.  The President is allowed to select a shareholder member to be his advisor to the Board and to vote which brings the number up to 17. We have Board Members who are not elected by the Membership and they make up almost 1/3 of the Board.  While elected members of the Board of Governors have a three year term and cannot serve consecutive terms, there is no limit to the times any of these officers can consecutively serve.We have the immediate past president sitting on the Board as a voting member  and that position is not mentioned in the By-Laws. 

 

  In one place in the By-Laws it says that ballots shall be sent out to the Stockholder members to elect the Board of Governors and non-equity members are not allowed to vote. Immediately after the list of types of members and before it describes the types of members it says, "Only Stockholder Members shall have and may exercise the general voting rights of the corporation or of the Club Membership, and such voting rights are expressly denied to those of other classes of Membership; EXCEPT that in the annual election of the Board of Governors, and only for this purpose, all classes of Members shall be entitled to vote in accordance with the procedures set forth hereinafter. Only Stockholder Members shall hold office in the Club. "  It then goes on to describe the membership types and under each one other than Stockholder it says that they have no right to vote.

 

I am convinced that we need major revisions of the By-Laws for consistency if nothing else.  We are not able to get that started because the non-elected members of the Board of Governors is able to bully the rest of the Board.  

 

Question:  

1. How do we get the immediate past President removed as a voting member of the Board and by having allowed him to vote, what impact have on those actions that have been taken  when he votes?

 

2.  Does the EXCEPTION ( Not my capitalization or Bold--that is the way it is written in the By-Laws.) mean that the entire membership can/should be voting in the election for the Board of Governors and if this has been a breach, how does that impact this Board and perhaps earlier Boards and their decisions?

 

3. If the By-Laws say there that the The Board of Governors shall consist of up to 12 elected Stockholder Members, can there be more than 12 voting members of the Board of Governors?   ( See By-Law below)

Article V Board of Governors

Section 1. Authority. The Board of Governors shall consist of up to 12 elected Stockholder Members of the Club-each of whom is in good standing, four of whom shall be elected each year for three year terms, as provided in Section 2 of Article III hereof, provided, however that the outgoing President, if he/she is concluding his/her three-year term on the Board, shall be an ex-officio member of the Board with voting privileges until succeeded. As stated in Article III. Section 4.c. the President may appoint a Stockholder member to Board membership with voting privileges. Members of the Board and the officers shall hold office until their duly elected successors have assumed office except as hereafter provided." 

 

4. The rationale for having the immediate past President as a voting member of the Board has been sited using the above By-Law, using the Part about "the outgoing President...shall be an ex-officio member of the Board with voting privileges until succeeded."  Doesn't this really refer to a President who is elected for a two year term in the last year of his term on the Board, so that he can finish his two year term as President?

 

5. In the specific provision allowing for the officers selection there is no mention of term limitations.  Do the term limitations for the Board members apply to the officers not elected by the membership?

 

 

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I fear most all of your problems go beyond (well beyond!) what this board is set up to help with, which is helping folks with RONR.  We can't take on the bylaws (and related problems) of every organization that has problems.

 

So....  (a (weak) attempt at Haiku follows)....

 

Anticipate your
Continuing  big troubles
Are procedural?

Should get in touch with
Real parliamentarian
In your area

As soon as you can
(Not virtual ones like us)
For consultations.

(Can you do Haiku better, please?)

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
e-mail: aip@aipparl.org
<<www.aipparl.org>>

for a reference or information.

 

A couple of RONR-related specifics, however:

 

If your bylaws say (which you quote in your question 4) that the "outgoing president" (whatever that means) is ex officio on the Board (more or less like an Immediate past president, I suppose) then the only way to get him off the board is to amend the bylaws.

 

Question 2:  Everybody votes.  No impact on the past  --  just do it right in the future (after you, and your real parliamentarian, figure out what "right" is).

 

Question 5:  Term limits are whatever the bylaws say they are.  You are on your own (again!, sorry) is sorting out who they apply to.

 

RONRIB and RONR as references?  What do your bylaws say?  If they don't adopt either as your authority, you will have more opportunities for arguments.

 

Good Luck!

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A "reference", sure, but RONRIB doesn't contain all the rules (and obviously other material) found in RONR.

 

So to settle (parliamentary) arguments it is best to be able to point to the chapter and verse in RONR.  RONRIB may serve as a quick(er) way to find the appropriate RONR reference but that won't work in every situation.

 

Further, a lot of the parliamentary arguments (that show up here) are with folks who claim such and such a rule is "somewhere in Roberts" when there is no such rule there at all.  And the response to them is tell them to "show me".  That response won't hold up if you tell them to "show me" the rule in RONRIB since RONRIB itself doesn't contain all the legitimate parliamentary rules  --  only RONR does.  A rule missing from RONRIB is not conclusive; a rule missing from RONR is conclusive.

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