BOD meeting attendance

[ArabianDQ]

Are members at large allowed to observe BOD meetings? Our small club has always allowed general membership to observe these meetings and only have in put when allowed. New BOD seems to want to operate in secrecy. 

This item is a current bylaw: Art. 6; Sec 9 - Section 9: Each and every decision of the Board of Directors, without exception, shall be subject to a majority vote of the Members present at the next following regular or special meeting of the Members.

Weve had issues in the past so bylaws were updated to allow more transparency and involvement by the general members. It’s a small club that exists to:
Section 2. The purpose of this Club is to foster and encourage good relations between members and to promote the breeding of registered Arabians, Half-Arabians and Anglo-Arabian Horses, and to encourage the exhibition, use and stimulate interest in the outstanding qualities of the Arabian Horse.
Section 3. In furtherance of the objectives, the Club will hold meetings for the presentation of educational materials and ideas and promote the Arabian Horse through horse shows, lectures, seminars, field trips, trail rides and other appropriate methods.

 

Thanking in Advance,

ArabianDQ

[Atul Kapur]

A search for "non-members" gives us the following helpful quotes, which all say about the same things: the board can determine which non-members of the board, if any, are allowed to attend its meetings; it can Suspend the Rules to allow someone who is not a board member to speak.

Your bylaws could give members more rights, but this is what RONR says.

You've listed Article 6, Section 9 which doesn't seem to affect the above. However, I have two questions about how your club interprets it:

1) In the time between your board making a decision and the membership voting on it, can the decision be acted upon? Or are these decisions  only put into effect once the membership votes on them?

2) It may never have come up yet, but the wording "a majority vote of the Members present" is ambiguous. Is it a standard majority vote (abstentions don't count) or a majority of the members present (abstentions are effectively negative votes).

 

 

[Hieu H. Huynh]

The board may allow nonmembers of the board to attend board meetings. The board could also exclude nonmembers of the board at any time in these meetings.

[Richard Brown]

I agree with the responses by Atul Kapur and Hieu Huynh, but would add that although the board may determine who may attend and speak at its meetings, it is likely subject to the control of the general membership which could adopt a special rule of order permitting or prohibiting non board members from attending or speaking at board meetings.  This seems to be even more the case where, apparently, EVERY decision of the board must be ratified by the general membership.  This board is clearly subservient to the membership.  Taken literally, that rule about the membership having to approve every decision of the board would apply even to  parliamentary motions, subsidiary motions, etc.  Somehow, I don't think that was the intent of the drafters.... but that is for this society to decide.

It is one thing to say that the board is subject to the directives of the membership or that the membership may reverse board actions.  It is quite another to say that every board decision must first be approved by the membership before it becomes effective.  I have to wonder how such a bylaw provision ever got approved.  Perhaps the quoted passage is meant to say that "The membership, by a majority vote at its next meeting, may reverse  decisions of the board".  That would make more sense, but there is still the period of time between the adoption of a motion by the board and it's approval or rejection by the membership during which period I have no idea whether the board decisions are effective.

Now, what was the original question?  Oh, yeah.  About non-board members attending board meetings.  I think the general membership has the right to weigh in on this with an appropriate rule... or by vetoing any rule adopted by the board which the membership doesn't like.

[Joshua Katz]

4 hours ago, ArabianDQ said:

This item is a current bylaw: Art. 6; Sec 9 - Section 9: Each and every decision of the Board of Directors, without exception, shall be subject to a majority vote of the Members present at the next following regular or special meeting of the Members.

 

Out of curiosity, did your board ever adjourn its first meeting?

[Richard Brown]

5 minutes ago, Joshua Katz said:

Out of curiosity, did your board ever adjourn its first meeting?

Without the approval of the general membership?