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Voting - Agenda not sent to notify members. "Family membership gets more than one vote?


Guest M. Freeman

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Hi there,

 

I'm a new VP of a small organization. We are trying to grow our membership and to that end sent out a questionnaire asking (among other things) if a different meeting time would be better (as in, would people be more willing to attend if the meetings were earlier vs the current 5 pm)

 

I have two questions related to a vote that was taken in a meeting last night.

 

The meeting was changed from the time of 3 to 5. I was unable to attend due to the time change and sent my updates to the board. 

 

The discussion was brought up about the meeting time and then called to a vote. Of course, since the meeting was at 5pm the people who like 5pm were there and voted for that time. 

 

1. If something so important is to be voted on, shouldn't there have been an agenda sent to the membership letting them know that we might be voting on that?  I sure didn't know we were voting on it!

 

2. There is a family of three who have a "family membership" ...do they get three votes or just one? For that matter, how do we count them when deciding if we have a quorum?? Are they three or one, since they have ONE membership?

 

Thank you for any help or guidance you can give me!

 

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In the order you asked...

 

1)  Presuming that the meeting was properly called, it is the responsibility of members to show up for the meeting.  Otherwise YSYL.  RONR requires advance notice only for bylaw amendments and rule changes (and a few other special situations).

 

2)  RONR has only "members" (with one vote each). If you have defined some other membership system, it is up to your association, in the bylaws, to spell out the voting (and other) rules for those special systems.

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Thank you for your answer.

 

I have follow-up questions if I may.

 

1. The meeting was originally scheduled and voted on for a 3pm meeting. We did this at a meeting held at 3pm at which time almost all of our members were present. it was changed by no vote. Simply an email stating the change was due to the venue not being able to accommodate us until that time. In effect, forcing members to go at 5 or miss the meeting. (thus missing the vote that was unannounced) 

 

2. If our voting "members" are defined as dues-paying, but the family only pays a "family" membership, does that give them one vote or three? Or should that really be spelled out in our by-laws?

 

I'm probably grasping at straws. I'm realizing that our branch of an international organization is run more like a club.

 

BTW...can we call another vote? Voting to change the time of the meeting is actually a big deal for us. 

 

Thank you, again.

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I have follow-up questions if I may.

 

1. The meeting was originally scheduled and voted on for a 3pm meeting. We did this at a meeting held at 3pm at which time almost all of our members were present. it was changed by no vote. Simply an email stating the change was due to the venue not being able to accommodate us until that time. In effect, forcing members to go at 5 or miss the meeting. (thus missing the vote that was unannounced) 

No one and no body (group) has the right to re-schedule a meeting unless the bylaws give them that right.  I haven't seen your bylaws or the notice, but it seems to me that it was not a valid meeting.

 

 

2. If our voting "members" are defined as dues-paying, but the family only pays a "family" membership, does that give them one vote or three? Or should that really be spelled out in our by-laws?

We cannot interpret your bylaws for you.  That is something only your organization can do.  And since your bylaws create a strange animal called a "family" membership, your bylaws absolutely should spell out how many votes a family membership gets and who  gets to cast that vote(s).  

 

Edited to add:  I have seen bylaws of organizations that have family memberships which require that such memberships designate one person as the "primary member" or "voting member" to act on behalf of that family.   Others designate one member as "the member" and the other family members as "associate members" without voting rights. You still must be clear in the bylaws whether family memberships get more than one vote and if so, how many?  What about children?  It can be a can of worms.

 

 

BTW...can we call another vote? Voting to change the time of the meeting is actually a big deal for us. 

In my opinion, based on what you have told us, the 5 pm meeting was invalid and any business conducted there (any votes taken) are likewise void and of no effect.  You can call a special meeting (if allowed by your bylaws) or take care of the business that was scheduled for this meeting at the next meeting.

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Thank you so much! I know all this seems trivial but I really want our group to grow. And I'm very confused even after re-reading our by-laws.

 

Our by-laws remind me of the quote from Pirates of the Caribbean, "the code is more like a guideline than actual rules"

 

There's a lot of "from time-to-time the board may..." but as a new person, how am I to know what the board did? Should it be an amendment or something, that is included in the by-laws now? I can't possibly go through years of "minutes" (which are more like a newsletter) to find every vote.

 

I did find this which seems to indicate by it's very existence that they should send out an agenda to the membership, prior to meetings, to let them know there will be a vote. Or am I misinterpreting this item?

Section 5.4- Consents. Whenever the vote of the group is required to be taken at a meeting in connection with any group action, a member may submit in writing or via email their vote if they are unable to attend the meeting.  

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There's a lot of "from time-to-time the board may..." but as a new person, how am I to know what the board did? Should it be an amendment or something, that is included in the by-laws now? I can't possibly go through years of "minutes" (which are more like a newsletter) to find every vote.

I suspect your minutes contain way too much information.  Minutes should be a record of what was done, not what was said.  RONR and RONR in Brief give very good examples of what should be in the minutes and what they should look like.    In addition, a list of motions adopted which are in the nature of standing rules or rules of order should be maintained so that it is easy to look up those rules.  Ideally, they should be published from time to time, along with the bylaws, and made available to members.

 

I did find this which seems to indicate by it's very existence that they should send out an agenda to the membership, prior to meetings, to let them know there will be a vote. Or am I misinterpreting this item?

 

Section 5.4- Consents. Whenever the vote of the group is required to be taken at a meeting in connection with any group action, a member may submit in writing or via email their vote if they are unable to attend the meeting.  

I don't necessarily interpret that provision as meaning an agenda should be sent out to the membership prior to meetings, but there is certainly nothing wrong with doing so.  The provision you quoted indicates that maybe the drafters of your bylaws anticipated that an agenda would be sent out prior to each meeting.  But, it could also be making reference only to such things as bylaw amendments which probably require previous notice.  And it could mean neither of the above.   If sending out an agenda prior to each meeting is going to be required, the bylaws should say so explicitly.

 

I believe the provision you quoted gives members the right, in essence, to vote absentee via email or by sending in a written vote.

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No one and no body (group) has the right to re-schedule a meeting unless the bylaws give them that right.  I haven't seen your bylaws or the notice, but it seems to me that it was not a valid meeting.

 

 

Can you point me to where this is in RR's?

It is not in our by-laws to change a meeting. 

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No one and no body (group) has the right to re-schedule a meeting unless the bylaws give them that right.  I haven't seen your bylaws or the notice, but it seems to me that it was not a valid meeting.

 

Can you point me to where this is in RR's?

It is not in our by-laws to change a meeting. 

Officers and boards have only such authority as is granted to them in the bylaws.  If the bylaws grant certain individuals or bodies (such as the president and the executive board) the power to call special meetings, but no authority to cancel or re-schedule them, then they have no such authority.  That is an issue which comes up frequently on this board.  Just search for "cancel a meeting" or "reschedule a meeting".   The answer in every thread is the same:  Once a special (or regular) meeting has been scheduled, it cannot be canceled or re-scheduled unless the bylaws give somebody the authority to do so. 

 

Here is a small part of what RONR says about the authority of an executive board on page 482:  "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it."

 

As to the administrative powers of the president, see page 456:  "Administrative Duties of the President of a Society. All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it."

 

As to some principles of interpretation of bylaws, see pages 588-591.

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Thank you both for your help.

 

I'm drafting a letter to the President but do I have to now bring this up at the next business meeting? Or can we handle this at the Ex.Board Meeting?

 

From my understanding everything at our business meeting is null and void, as there should not have been a meeting since the time was changed and our by-laws do not provide for that. Furthermore, if the by-laws did give the board the right to change a meeting, the board would have had to have met to vote on that change. We did not. The president has no such authority according to our by-laws.

 

They will insist they had the right to meet and vote but I contend they also had no quorum. Our by-laws only say we need a quorum but since it does not state specifically what constitutes a quorum, then that means we would need a majority of membership, correct?

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I'm drafting a letter to the President but do I have to now bring this up at the next business meeting? Or can we handle this at the Ex.Board Meeting?

It must be brought up at the next meeting of the membership. The Executive Board does not have the authority to decide on the validity of business conducted by the general membership.

They will insist they had the right to meet and vote but I contend they also had no quorum. Our by-laws only say we need a quorum but since it does not state specifically what constitutes a quorum, then that means we would need a majority of membership, correct?

Correct.

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