Invalid motion or invalid vote?

[bonnieblink]

If a board disagrees on an issue that some believe is in violation of the bylaws, and one member moves to take an action that they believe upholds the bylaws, is that a valid motion? Yet, if the motion is seconded and subsequently fails, the result is that the Board seems to sanction a breach of the bylaws? So is the motion valid but the vote invalid?
 

If the minority has consulted an outside parliamentarian who has given an opinion supporting the opinion of the minority, but the majority fails to enforce the bylaws, what can/should the minority that believes the bylaws are being violated do?

 

[Gary Novosielski]

Ultimately, it's up to (a majority of) the members to determine what the bylaws mean, and what does or does not violate them.

 

The chair may rule on the issue, but it may be Appealed (with a second) and voted on by the members of that body.

 

In the case of a board, the general membership can usually overrule the board, and impose discipline if the board has not upheld the bylaws in good faith.  Can your membership call special meetings?

 

The opinion of an outside parliamentarian may be persuasive, or it may not.  In your case, apparently not.

 

If it rises to a legal issue (as it often does when money is involved, but there could be other reasons) then a lawyer would help more than a parliamentarian, as you might wind up in court.

[bonnieblink]

We really have some issues in this club. It is nation wide and thus difficult to call special meetings and get a quorum. Here is the language regarding special meetings. I can guarantee that the president will not call a special meeting and the majority of the board will not. Based on the language below, I think 10% of active and life members in good standing can call one, but I don't find this perfectly clear.

 

 

Section 2.  Special Club Meetings

Special Club meetings may be called by the President or by a majority of the members of the Board who are present at the Board meeting, or who vote by mail, email, fax or any other electronic devices deemed acceptable to the Board.  The Special Club meeting shall be called by the Corresponding Secretary upon receipt of a petition, stating the subject of said meeting, and signed by ten percent (10%) of the Active and Life members in good standing.  Such meetings shall be held at a place, date, and hour as may be designated by the Board of Directors.  Written notice of such meetings shall be mailed by the Corresponding Secretary at least twenty-one (21) days prior to the meeting.  The quorum for a special club meeting shall be ten percent (10%) of the Active and Life members in good standing.

 

[Richard Brown]

 Based on the language below, I think 10% of active and life members in good standing can call one, but I don't find this perfectly clear.

It seems pretty clear to me that they can, but they are your bylaws and only your organization can interpret them.

 

What also seems clear is that, since the "place date and hour" of the special meeting shall be set by the board, the board can probably engage in a good bit of stalling and delay the meeting for weeks or maybe even months and can also set it for a date, time and place that will be inconvenient for the members and will likely result in lack of a quorum. 

 

There has been another recent thread where the membership has requested a special meeting but the board is stalling and has refused to call it.  You might consider an amendment to the bylaws to allow the petitioning members to set the date, time and place of the meeting in their petition. 

[bonnieblink]

Excellent Suggestion. Thank you. We just happen to have a bylaws committee at work. And boy, do they have some work to do!!