annual members meetings Voting

[Guest 1814Nonno]

I am a Board member, had to leave one Board meeting early due to family member being ill and had to miss the subsequent  Board meeting.  At these 2 Board meetings, 2 major issues were voted on and the minutes of these 2 meetings show Board members as voting  "unanimously" in favor of these issues.    

While the minutes for 1st meeting show I had to leave early and the minutes for the 2nd meeting show me as "absent", our Annual Members Meeting is scheduled to take place in the next 5 few days.  Since, as a Board member, I am strongly opposed to these 2 issues as I do not think they are in the best interests of the membership, my question is:

Question: Is there a way, within Roberts Rules of Order,  that I can early on in the Annual Members meeting, somehow publicly note "for the record" that, had I been able to be present for votes on these issues I would have voted against them?  How can I let the membership know that I opposed these 2 issues since, for the past 2 years I have opposed them, the community has relied on my leadership on these 2 issues and have, at Annual Members Meetings,  agreed with my opposition.  Therefore, I would not want membership to think I have suddenly changed my position on these 2 significant issues which stand to be more detrimental than beneficial to the membership.  While I always respect majority vote, the membership thinking that I am now in agreement with 2 actions I have always strongly opposed in order to protect members' rights, may influence members to vote in favor of these issues.  However, if they understand that, had I been able to vote on these 2 actions, I would have voted "no" and opposed them,  members will clearly recall the rationales for my ongoing opposition over the past 2 years, for the good of all members. 

Thank you for any information or guidance you can provide.  

  

[Dan Honemann]

43 minutes ago, Guest 1814Nonno said:

I am a Board member, had to leave one Board meeting early due to family member being ill and had to miss the subsequent  Board meeting.  At these 2 Board meetings, 2 major issues were voted on and the minutes of these 2 meetings show Board members as voting  "unanimously" in favor of these issues.    

While the minutes for 1st meeting show I had to leave early and the minutes for the 2nd meeting show me as "absent", our Annual Members Meeting is scheduled to take place in the next 5 few days.  Since, as a Board member, I am strongly opposed to these 2 issues as I do not think they are in the best interests of the membership, my question is:

Question: Is there a way, within Roberts Rules of Order,  that I can early on in the Annual Members meeting, somehow publicly note "for the record" that, had I been able to be present for votes on these issues I would have voted against them?  How can I let the membership know that I opposed these 2 issues since, for the past 2 years I have opposed them, the community has relied on my leadership on these 2 issues and have, at Annual Members Meetings,  agreed with my opposition.  Therefore, I would not want membership to think I have suddenly changed my position on these 2 significant issues which stand to be more detrimental than beneficial to the membership.  While I always respect majority vote, the membership thinking that I am now in agreement with 2 actions I have always strongly opposed in order to protect members' rights, may influence members to vote in favor of these issues.  However, if they understand that, had I been able to vote on these 2 actions, I would have voted "no" and opposed them,  members will clearly recall the rationales for my ongoing opposition over the past 2 years, for the good of all members. 

Thank you for any information or guidance you can provide.  

  

I think the answer to the question you've asked is basically "probably not", but I'm not sure what, if anything, will be happening at your membership meeting with respect to these issues you refer to. Is it just a matter of the board's action on them being reported to the membership, or will the membership be called upon to take action with respect to them? Or something else?

[Guest LLT]

 

Mr. 1841:

It appears that at this Annual Meeting , to follow, that  members will be voting on the issues of concern :

"...may influence members to vote in favour of these issues ..."

If that is so, and there is opportunity to offer debate as a member , then it  may not be untoward to offer, ( with respect for the majority of the Board ) , that you did not vote in favour of these proposals at the Board meetings . But I   defer to the view of Mr Honneman , Commander and Master of the Rules .

LLT

 

 

 

[Richard Brown]

You have a few options. 

First, when the minutes are up for approval, move that the minutes be corrected to remove the word "unanimously" and to  reflect simply that the motion passed.

Second, if the minutes have already been approved, they can still be amended by using the motion to amend something previously adopted. It has special vote requirements.

Third, you can ask (move) that the minutes be amended to include a statement that you were not present for the vote and that if you had been present you would have voted no. It is up to the board to decide whether to allow that by majority vote (or unanimous consent).  Keep it short and simple.  VERY short. No long explanation of your position, but just a statement that you oppose the action and would have voted no. 

Edited to add: as guest LLT stated, you might also have an opportunity to explain your position during the assembly's debate on the motion if it is something the membership will be voting on.

Edited November 4, 2017 at 05:48 PM by Richard Brown
Added last paragraph

[Guest LLT]

Mr Brown :

I may be out to sea  on this - but the minutes that the Annual Meeting will be considering will not be the minutes from the Board meeting - -which will not be up for adoption at the members  meeting . If that is so there will be no opportunity to address this issue as you have suggested . But I  likewise  defer too  you .

LLT

 

 

[Richard Brown]

4 minutes ago, Guest LLT said:

Mr Brown :

I may be out to sea  on this - but the minutes that the Annual Meeting will be considering will not be the minutes from the Board meeting - -which will not be up for adoption at the members  meeting . If that is so there will be no opportunity to address this issue as you have suggested . But I  likewise  defer too  you .

LLT

I don't disagree. I said what I did about the minutes because guest 2814 seems particularly concerned with the boards minutes being misleading. That can be fixed, if the board agrees, at whatever time is appropriate for approving or amending the board minutes. 

If there will not be an opportunity to do that before the annual meeting, and if membership "approval" of the board's vote will be necessary at the annual meeting, then it seems to me that your suggestion that guest 2814 address his position during debate is an option.

[Dan Honemann]

12 minutes ago, Richard Brown said:

I don't disagree. I said what I did about the minutes because guest 2814 seems particularly concerned with the boards minutes being misleading. That can be fixed, if the board agrees, at whatever time is appropriate for approving or amending the board minutes. 

If there will not be an opportunity to do that before the annual meeting, and if membership "approval" of the board's vote will be necessary at the annual meeting, then it seems to me that your suggestion that guest 2814 address his position during debate is an option.

I don't see how the board's minutes can be deemed to be misleading, since they reflect that 1814Nonno wasn't present when the motions unanimously adopted were adopted.

[Richard Brown]

1 minute ago, Daniel H. Honemann said:

I don't see how the board's minutes can be deemed to be misleading, since they reflect that 1814Nonno wasn't present when the motions unanimously adopted were adopted.

I agree, but guest 1814 seems to think they are misleading.

[Joshua Katz]

Well, I think it's fine for the board member to state in debate that they're against it.  Do the committee rules regarding decorum in the assembly apply in such a case?

[Guest 1814Nonno]

12 hours ago, Daniel H. Honemann said:

I think the answer to the question you've asked is basically "probably not", but I'm not sure what, if anything, will be happening at your membership meeting with respect to these issues you refer to. Is it just a matter of the board's action on them being reported to the membership, or will the membership be called upon to take action with respect to them? Or something else?

Mr. Honemann:  Thank you and others here who have replied.  In answer to your questions, one is an action on which the membership would be able to voice opposition to the action the Board has voted it plans to take.  However, strong opposition from the membership could overturn the Board's vote.  It is difficult to be too specific without jeopardizing confidentiality.  This first matter stands to greatly expand the scope and breadth of board authorities with the aim of the board greater power and control over the membership; and, giving membership fewer rights for increased member dues.  

The second action is one which is, essentially, within the Board's purview to take.  But, again, aim of this second action is to increase board control, reduce member rights/benefits.  If membership raised strong objections at upcoming meeting, they could achieve some modifications to this second Board action to make it of somewhat greater benefit to members.  I deeply appreciate your feedback and look forward to your response to the additional information I've provided.  Bottom-line, I feel morally obliged to convey to membership that I haven't "deserted" them or abandoned my longstanding positions on these 2 actions.  Is there at least some way that I could say that  since I was unable to be present to vote, "for the record" I would like it known that I oppose these 2 actions -- or is that just not done, per RONR by a Board member during the annual membership meeting?  If it can be done "for the record", at what point in the meeting would I make such a statement and how?  Neither action is specifically identified as a subject on the agenda but will be addressed within 2 separate overarching subject areas.

[Gary Novosielski]

If the two matters are to be moved at the meeting, what prevents you from speaking in debate, and making your views known at the time, even moving to postpone indefinitely, refer the matter to a committee, or otherwise impede its passage.

There is no prohibition against a member of the board from full, free, individual participation in the membership meeting, as long as he is a member of the general membership. 

If neither matter will be on the agenda, I'm not clear how either will be moved, debated, or voted upon.

[Guest LLT]

In the initial  inquiry Guest 1841 provided :

"......may influence members to vote in favour ....."

The context was/ is that the matters of  concern will somehow  be voted on . If they are to be addressed " within 2 seperate overarching subject areas " , whatever that means , they are nevertheless apparently embedded within those "proposals " (?) . Accordingly 1841 can direct his / her debate to the aspects of concern . Either they are, or are not ,subject parts for debate . There is a lack of clarity here from 1841,that does not help move this along - or so it seems (?) . Better explanation would help . 

LLT

 

 

 

 

 

 

[Josh Martin]

12 hours ago, Guest 1814Nonno said:

Is there at least some way that I could say that  since I was unable to be present to vote, "for the record" I would like it known that I oppose these 2 actions -- or is that just not done, per RONR by a Board member during the annual membership meeting?  If it can be done "for the record", at what point in the meeting would I make such a statement and how?  Neither action is specifically identified as a subject on the agenda but will be addressed within 2 separate overarching subject areas.

If motions are made regarding these issues, you can speak in debate on those motions.

I don’t know what you mean by “for the record.” Your statements will not be recorded in the minutes, if that’s what you’re getting at.

[Guest 1814Nonno]

On ‎11‎/‎4‎/‎2017 at 11:29 AM, Daniel H. Honemann said:

I think the answer to the question you've asked is basically "probably not", but I'm not sure what, if anything, will be happening at your membership meeting with respect to these issues you refer to. Is it just a matter of the board's action on them being reported to the membership, or will the membership be called upon to take action with respect to them? Or something else?

11/5/17 Apologies for not being familiar with this site so I am responding to request for more clear explanation here. 

The board was advised by membership attorney that in interacting with the membership, the board must appear to be united, i.e., not engaging in debate about an issue during annual membership meeting once the board has voted on how will proceed on that issue. 

While I have doubts regarding this prohibition against a board member voicing his disagreement on an action, particularly if the board member wasn't able to attend the board meeting at which board voted on the action, this is what our board was advised.  

However, my lay understanding of RONR is that there are ways in which (some have been suggested here) a board member can, in fact, voice disagreement or opposition to an action the board has voted to proceed with.  I also believe it's particularly important for that dissenting board member to be able to briefly and concisely simply state, he was unable to attend meeting at which these 2 votes were taken and, for the record, wants to state his opposition to these 2 actions or that he would have voted against them.  Whichever terminology sounds least argumentative and simply factual.  

Re: the 2 items not being specifically identified on the agenda, one falls under strategic goals for the coming year.  While this is not on the agenda, it is part of one of the officer's reports.  The other issue, with is of lesser significance re impact on membership, is a new set of policies related to standard operating procedures.   These are not on the agenda but are referred to in the report of accomplishments over the past year (which is typically not read out at the meeting).  

My takeaway from all the deeply appreciated, informed advice I've been given here is that:

1. When the first strategic goals issue comes up for discussion, I can "for the record" state that I wasn't present for the vote but would have voted against it.  Is there a RONR motion or terminology I should use to be recognized by Chair to make that statement?

2. Re the second, lesser issue re standard operating procedures, would I simply add that to my "for the record" statement re strategic goals, above? 

Thank you all for your help and insights.  

 

 

 

Mr. Honemann:  Thank you and others here who have replied.  In answer to your questions, one is an action on which the membership would be able to voice opposition to the action the Board has voted it plans to take.  However, strong opposition from the membership could overturn the Board's vote.  It is difficult to be too specific without jeopardizing confidentiality.  This first matter stands to greatly expand the scope and breadth of board authorities with the aim of the board greater power and control over the membership; and, giving membership fewer rights for increased member dues.  

The second action is one which is, essentially, within the Board's purview to take.  But, again, aim of this second action is to increase board control, reduce member rights/benefits.  If membership raised strong objections at upcoming meeting, they could achieve some modifications to this second Board action to make it of somewhat greater benefit to members.  I deeply appreciate your feedback and look forward to your response to the additional information I've provided.  Bottom-line, I feel morally obliged to convey to membership that I haven't "deserted" them or abandoned my longstanding positions on these 2 actions.  Is there at least some way that I could say that  since I was unable to be present to vote, "for the record" I would like it known that I oppose these 2 actions -- or is that just not done, per RONR by a Board member during the annual membership meeting?  If it can be done "for the record", at what point in the meeting would I make such a statement and how?  Neither action is specifically identified as a subject on the agenda but will be addressed within 2 separate overarching subject areas.

[Joshua Katz]

RONR is not legal advice, so there's no contradiction in your attorney advising you not to do something RONR says is allowed.  In general, legal advice should be followed.  If the organization uses RONR, though, and the attorney is giving advice to limit liability, not telling you something that is required by an applicable procedural statute, then the advice can't stop an individual board member from saying what they want to say, unless the organization acts on the attorney's advice by adopting a rule to that effect.  

You keep saying "for the record," but, like others, I am either confused by this, or don't think it means much of anything.  Statements made in debate won't be (or, in any case, shouldn't be) put into the minutes.  Most organizations do not conduct hearings "on the record" as would an agency under the APA or an appellate court.  There just is no record in that sense; there are minutes, but they don't include debate.  It sounds to me like you just want to say things during debate.  As noted, your attorney has advised you not to, and it would be best to follow that advice (at least if you trust your attorney; maybe get a new one if you don't) but unless there's an applicable law, you can't be forced under RONR not to say what you want.  The only exception I can think of, and I don't know if it applies (perhaps one of my betters will) would be the prohibition on making allusions in the assembly to the proceedings in committee.  This is a board, not a committee, but if it has adopted something which is more of a recommendation than an action, maybe it applies.  In any case, that rule doesn't prevent saying "I don't like it," but rather discussing what others said during committee meetings, and the procedural history in committee.

[Richard Brown]

Guest 1814, I think you should probably consult privately with a parliamentarian with whom you can share more information.  You can get a referral from the National Association of Parliamentarians (NAP ) and/or the American Institute of Parliamentarians (AIP).  NAP is the larger of the two. They both have websites and referral services.  The NAP website also lists the contact info for the district directors and state association presidents and for some local units. 

[Josh Martin]

On 11/5/2017 at 9:58 AM, Guest 1814Nonno said:

The board was advised by membership attorney that in interacting with the membership, the board must appear to be united, i.e., not engaging in debate about an issue during annual membership meeting once the board has voted on how will proceed on that issue. 

We cannot provide legal advice, but so far as RONR is concerned, members of the board who are also members of the society are free to speak against the board’s decisions during debate in a meeting of the society.

On 11/5/2017 at 9:58 AM, Guest 1814Nonno said:

I also believe it's particularly important for that dissenting board member to be able to briefly and concisely simply state, he was unable to attend meeting at which these 2 votes were taken and, for the record, wants to state his opposition to these 2 actions or that he would have voted against them.  Whichever terminology sounds least argumentative and simply factual.  

The board member can make these statements in debate, so far as RONR is concerned.

On 11/5/2017 at 9:58 AM, Guest 1814Nonno said:

1. When the first strategic goals issue comes up for discussion, I can "for the record" state that I wasn't present for the vote but would have voted against it.

I don’t understand what you mean by “for the record.” You may make such a statement in debate. The statement will not be recorded. Additionally, so far as RONR is concerned, discussion should be limited to when a motion is pending, rather than generally discussing an issue.

On 11/5/2017 at 9:58 AM, Guest 1814Nonno said:

Is there a RONR motion or terminology I should use to be recognized by Chair to make that statement?

No. You would just seek recognition to speak in debate.

There is something in RONR called a minority report, in which a minority of a board or committee seeks permission from the assembly to give a separate report. When it’s a minority of one, however, it’s not clear what is gained from this, since the member may simply speak in debate.

On 11/5/2017 at 9:58 AM, Guest 1814Nonno said:

2. Re the second, lesser issue re standard operating procedures, would I simply add that to my "for the record" statement re strategic goals, above? 

You can make such a statement during debate on a pending motion regarding the issue. If there never is a pending motion regarding the issue, there is no appropriate time to make your statement.

On 11/5/2017 at 9:58 AM, Guest 1814Nonno said:

Is there at least some way that I could say that  since I was unable to be present to vote, "for the record" I would like it known that I oppose these 2 actions -- or is that just not done, per RONR by a Board member during the annual membership meeting?  If it can be done "for the record", at what point in the meeting would I make such a statement and how?  Neither action is specifically identified as a subject on the agenda but will be addressed within 2 separate overarching subject areas.

You can make a statement during debate on a pending motion regarding the issues, by speaking in debate. The statement will not be recorded.

On 11/5/2017 at 12:41 PM, Richard Brown said:

Guest 1814, I think you should probably consult privately with a parliamentarian with whom you can share more information.  You can get a referral from the National Association of Parliamentarians (NAP ) and/or the American Institute of Parliamentarians (AIP).  NAP is the larger of the two. They both have websites and referral services.  The NAP website also lists the contact info for the district directors and state association presidents and for some local units. 

I think it would be better to consult an attorney. The parliamentary issues are pretty clear-cut. The real issue is the legal(?) advice from the board’s attorney. (Based on the wording, it’s not entirely clear if this is legal advice or simply advice on strategy.) A parliamentarian won’t be able to help with that.

Edited November 6, 2017 at 07:50 PM by Josh Martin

[Gary Novosielski]

I have heard it said on occasion that a board "must appear united" and that individual members should not speak against a board decision.   I do not agree with this unwritten rule, which is usually invoked just to suppress minority opinion.

I have even heard it said by an attorney, but to me it does not sound like legal advice so much as political advice.  Of course, I could be wrong and probably am.

[Guest Who's Coming to Dinner]

Probably the fault of a jury somewhere who decided, since the board wasn't "united," that Mr. Slippenfall deserved $10 million. 

To the extent that the board decisions do not pertain to matters under the exclusive control of the board, Nonno, as a member of the general assembly, may move to countermand them and voice his or her objections during the ensuing debate.

[Guest Student]

The way it has been explained to me is that where there is a fiduciary duty (eg: duty a director of an incorporated entity owes to the corporation), this includes the duty of obedience, which means that the individual defers to the decision of the board once it has been made. This may be specific to the jurisdiction, your mileage may vary.

[Josh Martin]

3 hours ago, Guest Student said:

The way it has been explained to me is that where there is a fiduciary duty (eg: duty a director of an incorporated entity owes to the corporation), this includes the duty of obedience, which means that the individual defers to the decision of the board once it has been made. This may be specific to the jurisdiction, your mileage may vary.

This is sensible, but in a society with a general membership, the decision of the board is not necessarily the final decision of the society. I’m not sure this principle would apply in this instance. The OP isn’t talking about refusing to follow the board’s directives or bashing the board’s decisions in public, but about speaking in debate against the board’s decisions during a meeting of the general membership, which is the superior body and has the authority to change the board’s decisions. This might not make the OP a lot of friends on the board, but it does not seem to be disobedient to the society.

Edited November 7, 2017 at 12:35 AM by Josh Martin

[Joshua Katz]

6 hours ago, Guest Student said:

The way it has been explained to me is that where there is a fiduciary duty (eg: duty a director of an incorporated entity owes to the corporation), this includes the duty of obedience, which means that the individual defers to the decision of the board once it has been made. This may be specific to the jurisdiction, your mileage may vary.

So far as parliamentary law is concerned, this obligation extends to obeying the decision and working to further the outcome, not to shutting up about it.  If such a principle held in parliamentary law, we would need to eliminate all the motions that bring a question again before the assembly.

I'm not going to attempt to answer a legal question (I haven't even taken corporations yet).

Finally, as Mr. Martin points out, such an obligation (which I doubt exists) would not extend to less than final decisions, under almost any circumstances.  

But, again, follow the advice of your attorney, with the caveats I noted before.

[Gary Novosielski]

Here are two relevant points regarding the nature of a deliberative assembly  (§1):

 

 

Quote

 

• In any decision made, the opinion of each member present has equal weight as expressed by vote—through which the voting member joins in assuming direct personal responsibility for the decision, should his or her vote be on the prevailing side.
• Failure to concur in a decision of the body does not constitute withdrawal from the body. 

[emphasis added]

 

Those who do not concur in a decision remain members, but do not assume direct personal responsibility for the decision.  There is no duty to support all decisions made, although actively working to thwart implementation of a decision could subject one to discipline.