Guest "Cartman" Posted January 28, 2015 at 06:09 PM Report Share Posted January 28, 2015 at 06:09 PM As a member of a Mutual-Benefit Corporation, do I have the right to make a Point of Order during a general Board of Directors Meeting (not the annual membership meeting), if the PO relates directly to an illegal procedure (i.e. not following Civil Code specifically stated in the By-laws)? Note: I am not a member of the Board of Directors. Link to comment Share on other sites More sharing options...
George Mervosh Posted January 28, 2015 at 06:16 PM Report Share Posted January 28, 2015 at 06:16 PM As a member of a Mutual-Benefit Corporation, do I have the right to make a Point of Order during a general Board of Directors Meeting (not the annual membership meeting), if the PO relates directly to an illegal procedure (i.e. not following Civil Code specifically stated in the By-laws)? Note: I am not a member of the Board of Directors. Under the rules in RONR, no, only a board member may raise a point of order at a board meeting. Link to comment Share on other sites More sharing options...
Chris Harrison Posted January 28, 2015 at 06:26 PM Report Share Posted January 28, 2015 at 06:26 PM However, if you have an ally in one of the Board members you can ask them to make the Point of Order (and hopefully the President and/or Board will do the right thing). If you don't have an ally or the Board decides to proceed anyway you should try to get a meeting of the General Membership called as soon as possible and hope nothing is done that can't be undone (see Official Interpretation 2006-13 for and RONR p. 251[a] details). Link to comment Share on other sites More sharing options...
Guest "Cartman" Posted January 28, 2015 at 07:27 PM Report Share Posted January 28, 2015 at 07:27 PM I understand that because I am not a member of the Board I am not allowed to participate directly in the proceeds, make motions, vote, etc. However, as a member of the "assembly"( i.e. a member of the organization for which the board "works"), do I not have a right and obligation to point out a breach of law? Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 28, 2015 at 07:38 PM Report Share Posted January 28, 2015 at 07:38 PM I understand that because I am not a member of the Board I am not allowed to participate directly in the proceeds, make motions, vote, etc. However, as a member of the "assembly"( i.e. a member of the organization for which the board "works"), do I not have a right and obligation to point out a breach of law? You might feel you have an obligation but, per RONR, you have no right. You don't even have a right to attend the meeting. The term "assembly" refers to the present members of the body that is meeting. You're just part of the audience. A guest. Whether corporation law gives you any additional rights and/or responsibilities is beyond the scope of this forum. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 28, 2015 at 07:38 PM Report Share Posted January 28, 2015 at 07:38 PM I understand that because I am not a member of the Board I am not allowed to participate directly in the proceeds, make motions, vote, etc.If you are not a member of the board, you have no right to participate at all, including to make motions, to vote, or even to speak. The board doesn't even need to let non-board members attend its meetings, at least so far as RONR is concerned.However, as a member of the "assembly"( i.e. a member of the organization for which the board "works"), do I not have a right and obligation to point out a breach of law?During a board meeting, no, you do not. At a meeting of the general membership, you would. Link to comment Share on other sites More sharing options...
Richard Brown Posted January 28, 2015 at 07:45 PM Report Share Posted January 28, 2015 at 07:45 PM I understand that because I am not a member of the Board I am not allowed to participate directly in the proceeds, make motions, vote, etc. However, as a member of the "assembly"( i.e. a member of the organization for which the board "works"), do I not have a right and obligation to point out a breach of law? You can ask for permission to speak, but as has already been pointed out, you are a visitor in the parliamentary sense and have no right to even speak without the permission of the assembly that is meeting... in this case, the board. You can try to get someone's attention, even jump up and shout "That would violate the law", but they do not have to let you speak and can even have you ejected from the meeting as having interrupted their proceedings and created a disturbance. Doing that is a breach of order and protocol. They can have you ejected for doing that. The fact is that only members of the body that is meeting have a right to speak unless granted permission by the body or the bylaws. I suggest that you make a friend on the board who will watch you and if you suddenly seem agitated or stand up, your friend the board member will say something like, "Mr. Chairman, I see that Cartman seems to want to be heard on this issue. Since he is knowledgeable about the laws we are subject to, I ask unanimous consent that he be given one minute to address the board before we vote on this." They do not have to agree to hear you. I warn you, however, that the other members of the board and the chairman may tire of that very quickly. Link to comment Share on other sites More sharing options...
Guest "Cartman" Posted January 28, 2015 at 08:09 PM Report Share Posted January 28, 2015 at 08:09 PM Thanks for "schooling" me in parliamentary procedure. It is greatly appreciated. As we will be having our annual membership meeting in a couple of weeks, I will definitely look into my options - possibly a motion to rescind the policy which , in my non-lawyer opinion, should be null and void. Thanks again for providing this forum. I will be ordering my personal copy of RONR 11th edition today. LOOK OUT BOARD OF DIRECTORS! Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 29, 2015 at 07:23 PM Report Share Posted January 29, 2015 at 07:23 PM Well, if after reading up a bit you still believe that the adoption of this policy should be null and void, then a point of order at the annual meeting would be used rather than a motion. If the chair rules against you, you can move to Appeal from the decision. If that doesn't work, and the policy is found to be properly adopted, you can still move to Rescind it. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.