Guest guest Posted April 24, 2015 at 06:06 AM Report Share Posted April 24, 2015 at 06:06 AM at our board meeting a motion was made to have a special board meeting next week. after review of our constitution it specifically says "only board of directors can motion and vote at board meetings. however, the board of directors can invite, admit, recognize guests for presentations or comments during board meetings." 1) at this special board meeting (read: disciplinary meeting), it seems as though we can invite a professional parliamentarian to solicit comments to ensure we are conducting the meeting appropriately. does that seem okay? the adverse party has consistently brought their advisor to all meetings. 2) our constitution is silent on general members being allowed access to board meetings (special board meetings or even regular board meetings). is there a difference? also, since the constitution is silent, does RONR take precedent and does RONR say anything about general members being invited to a special meeting? thank you!!!!! Link to comment Share on other sites More sharing options...
Richard Brown Posted April 24, 2015 at 07:01 AM Report Share Posted April 24, 2015 at 07:01 AM Since this special meeting is for the purpose of disciplining a member, it should be held in executive session unless your bylaws prohibit it. The bylaw provisions you quoted to not contain any such prohibition. To the contrary, they say the board can invite, admit and recognize guests, etc. That infers that the board can certainly exclude them. It might be that excluding them is even the norm. Anyone who is not a member of the board of directors is considered a guest. If a meeting is held in executive session, only members of the group that is meeting (the board) have the right to attend, but the board may invite or allow others, at its discretion, to attend and participate. So, the answer to question # 1 is yes, the board may invite a professional parliamentarian and may allow the "accused" to have counsel (or an advisor). As to question # 2, I believe I have already answered it: Only members of the board are entitled to attend board meetings, but the board may, in its discretion, allow others to attend. You should question the wisdom of doing that in a disciplinary hearing, though. They are usually conducted in executive (closed, or secret) session. RONR says trials must always be conducted in executive session. RONR p 655. RONR makes no distinction about guests attending special vs regular board meetings. The only distinction concerns meetings in executive session, where guests are excluded unless specifically invited or allowed to attend. If your organization has adopted RONR as its parliamentary authority, it governs your meeting procedures whenever your bylaws and special rules of order are silent on an issue. If there is a conflict, your bylaws and special rules of order prevail. If your group has not adopted RONR, then it may be considered persuasive, but not controlling. Link to comment Share on other sites More sharing options...
Guest guest Posted April 24, 2015 at 02:25 PM Report Share Posted April 24, 2015 at 02:25 PM Since this special meeting is for the purpose of disciplining a member, it should be held in executive session unless your bylaws prohibit it. The bylaw provisions you quoted to not contain any such prohibition. To the contrary, they say the board can invite, admit and recognize guests, etc. That infers that the board can certainly exclude them. It might be that excluding them is even the norm. Anyone who is not a member of the board of directors is considered a guest. If a meeting is held in executive session, only members of the group that is meeting (the board) have the right to attend, but the board may invite or allow others, at its discretion, to attend and participate. So, the answer to question # 1 is yes, the board may invite a professional parliamentarian and may allow the "accused" to have counsel (or an advisor). As to question # 2, I believe I have already answered it: Only members of the board are entitled to attend board meetings, but the board may, in its discretion, allow others to attend. You should question the wisdom of doing that in a disciplinary hearing, though. They are usually conducted in executive (closed, or secret) session. RONR says trials must always be conducted in executive session. RONR p 655. RONR makes no distinction about guests attending special vs regular board meetings. The only distinction concerns meetings in executive session, where guests are excluded unless specifically invited or allowed to attend. If your organization has adopted RONR as its parliamentary authority, it governs your meeting procedures whenever your bylaws and special rules of order are silent on an issue. If there is a conflict, your bylaws and special rules of order prevail. If your group has not adopted RONR, then it may be considered persuasive, but not controlling. Our bylaws and constitution do not say anything about holding any type of meeting in executive order. With the "can" phrasing, how then would a guest be excluded? By a motion and majority vote at the meeting? We've been told our board meetings are open to the public... It sounds like you are saying they are not. Our Bylaws and constitution do not say anything about about non-board members having the right to attend. Most of the board desires to have the general members be knowledgable about charges being made and the evidence behind those charges. When you reference RONR you mention "trials". I would not consider this a trial but rather a special meeting as defined by our constitution. (or is the world trial a general term to identify the type of meeting?) btw: our contitution adopts RONR. If there is conflict, then the constitution take precedent; per the constitution. Follow up question: if board members are attempting to make motions that are not out of order but the president supresses those people and tells those board memebers they cannot make those motions, etc. obviously the president was completely out of line in not allowing the board to discuss items that were necessary plus not allowing the meeting to continue on, despite the board's request to do so. what then? Link to comment Share on other sites More sharing options...
Josh Martin Posted April 24, 2015 at 05:53 PM Report Share Posted April 24, 2015 at 05:53 PM Our bylaws and constitution do not say anything about holding any type of meeting in executive order. With the "can" phrasing, how then would a guest be excluded? By a motion and majority vote at the meeting?The fact that the bylaws and constitution are silent regarding executive session (which is not unusual) does not mean the board cannot meet in executive session. If the board adopts a motion to enter executive session (which is recommended for disciplinary proceedings), then it is presumed that everyone who is not a board member is excluded, except as the board may provide otherwise. A majority vote is sufficient to permit a non-member to attend.We've been told our board meetings are open to the public... It sounds like you are saying they are not. Our Bylaws and constitution do not say anything about about non-board members having the right to attend.No rule in RONR requires the board meetings to be open to the public. It is entirely at the board's discretion whether non-board members may be present, unless the organization's bylaws or applicable law provide otherwise. In the case of disciplinary proceedings, RONR recommends that they be held in executive session, and that no one is present except the members of the assembly and any guests the assembly wishes to admit (such as a parliamentarian, counsel for the accused, and witnesses).If the board wishes, it may even permit all members of the society to attend. This is unusual, but it's the board's decision. Even in such a case, however, I would still strongly advise that the board hold the meeting in executive session, so that the information will at least stay within the society. For the protection of the accused, it is not proper to disclose any information regarding the trial outside of the society, except the fact that he was expelled from the society or removed from office (if he was), and even then, this information should be disclosed only to the extent that it is necessary.Most of the board desires to have the general members be knowledgable about charges being made and the evidence behind those charges. When you reference RONR you mention "trials". I would not consider this a trial but rather a special meeting as defined by our constitution. (or is the world trial a general term to identify the type of meeting?)The word "trial" refers not to the meeting itself, but to the formal procedure for discipline found in RONR. Trials are often held during special meetings.Follow up question: if board members are attempting to make motions that are not out of order but the president supresses those people and tells those board memebers they cannot make those motions, etc. obviously the president was completely out of line in not allowing the board to discuss items that were necessary plus not allowing the meeting to continue on, despite the board's request to do so. what then?Then perhaps the next disciplinary meeting will be for the President. Link to comment Share on other sites More sharing options...
SaintCad Posted April 24, 2015 at 06:13 PM Report Share Posted April 24, 2015 at 06:13 PM Follow up question: if board members are attempting to make motions that are not out of order but the president supresses those people and tells those board memebers they cannot make those motions, etc. obviously the president was completely out of line in not allowing the board to discuss items that were necessary plus not allowing the meeting to continue on, despite the board's request to do so. what then?Read Chapter XX pp 650-653. Link to comment Share on other sites More sharing options...
Guest guest Posted April 25, 2015 at 03:21 AM Report Share Posted April 25, 2015 at 03:21 AM The fact that the bylaws and constitution are silent regarding executive session (which is not unusual) does not mean the board cannot meet in executive session. If the board adopts a motion to enter executive session (which is recommended for disciplinary proceedings), then it is presumed that everyone who is not a board member is excluded, except as the board may provide otherwise. A majority vote is sufficient to permit a non-member to attend.No rule in RONR requires the board meetings to be open to the public. It is entirely at the board's discretion whether non-board members may be present, unless the organization's bylaws or applicable law provide otherwise. In the case of disciplinary proceedings, RONR recommends that they be held in executive session, and that no one is present except the members of the assembly and any guests the assembly wishes to admit (such as a parliamentarian, counsel for the accused, and witnesses).If the board wishes, it may even permit all members of the society to attend. This is unusual, but it's the board's decision. Even in such a case, however, I would still strongly advise that the board hold the meeting in executive session, so that the information will at least stay within the society. For the protection of the accused, it is not proper to disclose any information regarding the trial outside of the society, except the fact that he was expelled from the society or removed from office (if he was), and even then, this information should be disclosed only to the extent that it is necessary.The word "trial" refers not to the meeting itself, but to the formal procedure for discipline found in RONR. Trials are often held during special meetings.Then perhaps the next disciplinary meeting will be for the President. i know i'm hijacking my own thread but you raised good points, which makes me think more. btw this special meeting we have scheduled IS for the prez. our bylaws and constitution do not say anything about following a trial procedure per RONR. instead it says we notify the member advise them of the charges and then give them an opportunity to defende themself. due to the vagueness, should we then follow the trial procedure with opening statements, witness testimony, testimony of defense witnesses, rebuttal witnesses, and then closing arguments? Link to comment Share on other sites More sharing options...
Josh Martin Posted April 25, 2015 at 03:49 PM Report Share Posted April 25, 2015 at 03:49 PM our bylaws and constitution do not say anything about following a trial procedure per RONR. instead it says we notify the member advise them of the charges and then give them an opportunity to defende themself. due to the vagueness, should we then follow the trial procedure with opening statements, witness testimony, testimony of defense witnesses, rebuttal witnesses, and then closing arguments?That will be a question of bylaws interpretation. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. Link to comment Share on other sites More sharing options...
SaintCad Posted April 27, 2015 at 02:32 PM Report Share Posted April 27, 2015 at 02:32 PM That will be a question of bylaws interpretation. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.If the bylaws are silent on this and assuming RONR does not conflict with the bylaws, how would the organization go about making the procedure in RONR the one to use for the trial? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 27, 2015 at 03:05 PM Report Share Posted April 27, 2015 at 03:05 PM If the bylaws are silent on this and assuming RONR does not conflict with the bylaws, how would the organization go about making the procedure in RONR the one to use for the trial? If it has adopted RONR as its parliamentary authority, then it has already done that. Link to comment Share on other sites More sharing options...
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