Member Motions

[Richard Rogers]

I belong to a Dog Breed Club and the Board of Directors will not let the membership make motions at our annual meetings or by ballot voting. They go as far as to not let anyone know at annual meeting if there is a quorum present. What can be done ? We operate under Robert's Rules, it is stated in our Bylaws. 

[Joshua Katz]

If the annual meeting is a membership meeting, your board generally has no role in it.  When the meeting is called to order, the chair should note the presence or absence of a quorum.  If not, raise a point of order.  If the chair refuses to acknowledge a quorum, suspend the rules and replace the chair.  Similarly, replace the chair if, after a point of order nad appeal, the chair doesn't recognize members to make motions.  That's the point of a meeting.

[Richard Rogers]

Thank you, Joshua Katz. If a quorum is not present at our annual meeting, how can the membership make member motions that can only be rescinded by the membership?

[Joshua Katz]

14 minutes ago, Richard Rogers said:

Thank you, Joshua Katz. If a quorum is not present at our annual meeting, how can the membership make member motions that can only be rescinded by the membership?

If there is no quorum at your meeting, the only things in order are: adjourn, recess, take action to obtain a quorum, and set the time to which to adjourn.  You cannot adopt original main motions without a quorum.  The solution is to have a quorum - if you can't get one, set an adjourned meeting.

[Richard Rogers]

Ok, I know no quorum at annual membership meeting means that club can not conduct business. Part of the issue we have is that the BoD thinks that they are the sole ones that can make motions, membership can not make motions. Isn't the point of a Board of Directors to direct the will of the members? We are consulted on numerous things by poll to see what the membership wants, it is stated in the Bylaws that any revisions to the bylaws have to be voted on and passed by the membership. What we want to know, in the absence of a quorum at the annual meeting, is there a procedure that can be used to submit a motion for membership vote by ballot?

[Joshua Katz]

5 minutes ago, Richard Rogers said:

Ok, I know no quorum at annual membership meeting means that club can not conduct business. Part of the issue we have is that the BoD thinks that they are the sole ones that can make motions, membership can not make motions. Isn't the point of a Board of Directors to direct the will of the members? We are consulted on numerous things by poll to see what the membership wants, it is stated in the Bylaws that any revisions to the bylaws have to be voted on and passed by the membership. What we want to know, in the absence of a quorum at the annual meeting, is there a procedure that can be used to submit a motion for membership vote by ballot?

There are two sorts of meetings, board meetings and membership meetings.  At board meetings, only the board can participate (and has the right to be present).  At membership meetings, the board as such is not present at all, and its members, if they are also members of the organization, have exactly the same rights as everyone else.  

As far as the point of a board - it is whatever the bylaws say it is.  Usually, the point of a board is to govern the organization and to be subservient to the will of the members, not to direct the will of the members.  Regardless, the board has those powers, and only those powers, given to it in the bylaws.  It exercises those powers by adopting motions at its meetings, not membership meetings.

In the absence of a quorum, there is no procedure for submitting a motion for membership vote, unless your bylaws contain one.  The procedure to follow is to set an adjourned meeting, then publicize it well, and offer beer and pizza so as to boost attendance.  

[Kim Goldsworthy]

1 hour ago, Richard Rogers said:

[...]  the Board of Directors will not let the membership make motions at our annual meetings or by ballot voting. [...]

Read your bylaws.

It could well be that 100% of the control of the organization lies with the board, and the general membership is left with (typically) two areas of authority, (a.) amending the bylaws; (b.) electing its board.

And nothing else.

You'll find that homeowners associations are (typically) crippled in membership rights, likewise. -- The Board is the local god, and the general membership are peons, left with bread crumbs.

So, READ YOUR BYLAWS, and look for the split of powers.

 

[Richard Brown]

I agree with Mr Katz and Mr Goldsworthy. Read your bylaws. What powers does the board have? Any powers not granted exclusively to the board are reserved to the membership or are shared with the board with the membership having the ultimate Authority. Being granted the authority to manage the Affairs of the organization doesn't necessarily mean the board has the exclusive authority to do that.

[Richard Rogers]

The only line in description of board of directors that would be a problem is "General management of the Club's affairs shall be entrusted to the Board of Directors"

How much power does that give the board?

[Guest Who's Coming to Dinner]

That's a matter of interpretation which must take place in the context of your whole bylaws. However, even if we agree that the board's authority is exclusive, the board does not have the right to prohibit procedural motions by general members at a general meeting. In fact, as has been pointed out several times, "the board" does not have a role at the general meeting. It is the duty of the President (or other presiding officer) to rule on the admissibility of motions by the members.