Unofficial meeting of selected Board members

[Jim Anderson]

I am a member of a Yacht Club in Washington State, also a Past Commodore and bylaws committee chair.

We have a situation brewing in our organization where at least one of our elected Officers (Commodore and Chair of general and board meetings) and apparently supported at least one of our Jr Officers (Vice Commodore) seems bent on making unilateral decisions (without Board approval) to change and/or eliminate traditions and customs of our 58 year old club. It must be noted here that the Commodore has no authority to make any decisions concerning the organization without Board approval by approval by vote.

 

Excerpt from Bylaws:

The government of the Club is vested in the Board of Trustees.

The Board of Trustees of the Club shall be responsible for the maintenance and operation of all Club activities.  Various phases of this responsibility may be delegated to officers and committees, but this shall not relieve the Board of Trustees from the ultimate responsibility for these functions.

 

A group of past commodores and other very concerned members have met and prepared a list of these unilateral decisions with suggestions for the Board to consider to fix/undo what has been orchestrated since September 2014 (beginning of the 2014/2015 season of our Club). This document was presented to the Board on February 18 (last week).

 

All Board members present agreed actions need to be taken (even the Vice Commodore – acting Chair since regrettably, the Commodore was out of town – fact unknown to the concerned group) and took action on nearly half of the listed concerns. The remaining items needed more investigation by the Board and committees were formed for that purpose. In addition, the Board set in motion, actions to call a Special Board meeting 2 weeks from the 18^th of Feb (March 4). Notice was sent to all Board members as well as to all of our membership with invitation to attend and speak if desired.

 

The Commodore, upon returning, has now reportedly set up a meeting with selected Board members for the presumed purpose of planning for actions to be taken at the upcoming Special Board meeting. This meeting has not been called in accordance with “prior notice” to all Board members as general membership as required in bylaw.

 

My question: What is full meaning of this RONR rule:

RONR – Conduct of Business in Boards (RONR 11 pp 486.29-35; 487.1-3:

Under the general parliamentary law, business is transacted in large boards according to the same rules of procedure as in other deliberative assemblies. In smaller boards……………….. In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified……….and at which a quorum is present.

and: Can business be conducted in the above meeting for selected members of the Board only?

 

Thank you

[Richard Brown]

 

The Commodore, upon returning, has now reportedly set up a meeting with selected Board members for the presumed purpose of planning for actions to be taken at the upcoming Special Board meeting. This meeting has not been called in accordance with “prior notice” to all Board members as general membership as required in bylaw.

 

My question: What is full meaning of this RONR rule:

RONR – Conduct of Business in Boards (RONR 11 pp 486.29-35; 487.1-3:

Under the general parliamentary law, business is transacted in large boards according to the same rules of procedure as in other deliberative assemblies. In smaller boards……………….. In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified……….and at which a quorum is present.

 

Can business be conducted in the above meeting for selected members of the Board only?

 

Official business of the yacht club cannot be conducted in that manner, but any group of members is free to get together in someone's home, at a local bar, or even at the yacht club bar to discuss among themselves things that they would like to do.  It's called "brainstorming" or "planning a strategy" (or even planning a coup).  It's done all the time and is perfectly ok as long as they don't take official action in the name of the organization or to bind the organization.

[George Mervosh]

I wondered what Mr. Honemann, Dr. Entropy, Mr. Lages and Mr. Foulkes were up to. 

[Dan Honemann]

I wondered what Mr. Honemann, Dr. Entropy, Mr. Lages and Mr. Foulkes were up to. 

 

As you surmised, what I, for one, am "up" to is belly-up to the bar, but I can assure you that it has absolutely nothing to do with any yacht club.

 

Are you kidding me? 

[Bruce Lages]

And I respectfully choose to remain silent about what goes on in my yacht club.

[Edgar Guest]

I wondered what Mr. Honemann, Dr. Entropy, Mr. Lages and Mr. Foulkes were up to. 

 

I fear Mr. Foulkes may be lost at sea. We haven't heard from him since September.

[DrEntropy]

Although I have been at many different yacht clubs, and bellied up to their bars, I have never been a member.  But if I were, any conversations i had at the bar would not be considered official business, or business of any kind