membership motioning when board minutes need to be published

[MAVB]

Need help.  We have a member of the club I am board secretary for who wants to motion at our general membership meeting that board minutes need to be published three weeks after a board meeting.  I'm trying to find if it's legal for membership to dictated how the board how and when minutes should be published.  Thanks

[Josh Martin]

9 minutes ago, MAVB said:

Need help.  We have a member of the club I am board secretary for who wants to motion at our general membership meeting that board minutes need to be published three weeks after a board meeting.  I'm trying to find if it's legal for membership to dictated how the board how and when minutes should be published.  Thanks

Yes, the membership may adopt such a motion if it wishes.

[jstackpo]

Per page 487, the membership, by an appropriate vote, can require that the Board minutes be read to a membership meeting; otherwise, however, the board minutes are the property of the board and only the board can authorize that the minutes are to be "published".   And be sure to define what you mean by "publish" - RONR doesn't, other than on page 475.  Do you really want the minutes to be available to everybody, the general public included?

Hmm, it appears that Josh M. (He types faster, and shorter, that I do.) and I disagree.  Page 487, lines 13ff, appear to suggest who is more correct.

[Richard Brown]

1 hour ago, MAVB said:

Need help.  We have a member of the club I am board secretary for who wants to motion at our general membership meeting that board minutes need to be published three weeks after a board meeting.  I'm trying to find if it's legal for membership to dictated how the board how and when minutes should be published.  Thanks

 

1 hour ago, Josh Martin said:

Yes, the membership may adopt such a motion if it wishes.

 

1 hour ago, jstackpo said:

Per page 487, the membership, by an appropriate vote, can require that the Board minutes be read to a membership meeting; otherwise, however, the board minutes are the property of the board and only the board can authorize that the minutes are to be "published".   And be sure to define what you mean by "publish" - RONR doesn't, other than on page 475.  Do you really want the minutes to be available to everybody, the general public included?

Hmm, it appears that Josh M. (He types faster, and shorter, that I do.) and I disagree.  Page 487, lines 13ff, appear to suggest who is more correct.

Well, I'm in the camp with Josh Martin.  I think the membership can almost certainly adopt a special rule of order requiring the Board to make its minutes available  to the general membership by a certain date. That is different from directing the board to release already transcribed minutes to the general membership, although I think the membership could also do that.

[Bruce Lages]

Let's just be clear that what the membership can order to be published are approved board minutes. The secretary's draft is not yet the minutes until it has been approved by the board.

[Josh Martin]

1 hour ago, jstackpo said:

Per page 487, the membership, by an appropriate vote, can require that the Board minutes be read to a membership meeting; otherwise, however, the board minutes are the property of the board and only the board can authorize that the minutes are to be "published".   And be sure to define what you mean by "publish" - RONR doesn't, other than on page 475.  Do you really want the minutes to be available to everybody, the general public included?

Hmm, it appears that Josh M. (He types faster, and shorter, that I do.) and I disagree.  Page 487, lines 13ff, appear to suggest who is more correct.

I think the following rules are controlling in this matter.

“Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10)

“The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise.” (RONR, 11th ed., pg. 15)

“Special rules of order supersede any rules in the parliamentary authority with which they may conflict.” (RONR, 11th ed., pg. 16)

”Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483)

For starters, I do not agree with the interpretation that the rule which specifically provides for the membership to order the minutes to be read at the meeting prevents the membership from providing other instructions in regards to the minutes. Even supposing it did, however, the membership is free to adopt a rule on this matter superseding any conflicting rules in the parliamentary authority.

6 minutes ago, Bruce Lages said:

Let's just be clear that what the membership can order to be published are approved board minutes. The secretary's draft is not yet the minutes until it has been approved by the board.

I agree that the Secretary’s draft is not the minutes until it is approved by the board, but I see no reason why the membership cannot order draft board minutes to be published as well.

Edited May 17, 2019 at 10:04 PM by Josh Martin

[Richard Brown]

1 hour ago, Bruce Lages said:

Let's just be clear that what the membership can order to be published are approved board minutes. The secretary's draft is not yet the minutes until it has been approved by the board.

 

1 hour ago, Josh Martin said:

I agree that the Secretary’s draft is not the minutes until it is approved by the board, but I see no reason why the membership cannot order draft board minutes to be published as well.

Again, I agree with mr. Martin. I believe the society certainly can adopt a rule requiring draft minutes to be published or released to the membership by a certain date.

[jstackpo]

And if the Board refuses to release the tax returns minutes, what then, a subpoena?  On what RONR grounds?

[Richard Brown]

15 minutes ago, jstackpo said:

And if the Board refuses to release the tax returns minutes, what then, a subpoena?  On what RONR grounds?

What then? The same things that are possible any time an officer, board, or committee refuses to perform as directed. Disciplinary action and / or removal from office. Or censure. Or just not getting re-elected. Hopefully, the secretary is conscientious and will perform the duties of his office as the rules require.

[Bruce Lages]

Granted that assemblies can order just about anything they want, but I think there is some murky ground here.

3 hours ago, Josh Martin said:

I agree that the Secretary’s draft is not the minutes until it is approved by the board, but I see no reason why the membership cannot order draft board minutes to be published as well.

The first part of this sentence - which we are all in agreement with - makes the term 'draft board minutes' something of an oxymoron. I could see the assembly directing the secretary to, at the same time he submits his draft to the board, 'publish' it to the membership. I do not see that the assembly has any right to the secretary's notes - which I think we have said previously are the property of the secretary - before that draft is presented.

[Richard Brown]

16 minutes ago, Bruce Lages said:

Granted that assemblies can order just about anything they want, but I think there is some murky ground here.

The first part of this sentence - which we are all in agreement with - makes the term 'draft board minutes' something of an oxymoron. I could see the assembly directing the secretary to, at the same time he submits his draft to the board, 'publish' it to the membership. I do not see that the assembly has any right to the secretary's notes - which I think we have said previously are the property of the secretary - before that draft is presented.

RONR already says the secretary shall have the draft minutes prepared by the next meeting. What is wrong with the Society adopting a rule that the secretary shall have that draft ready at some earlier date and should submit it to the general membership at the same time it is submitted to the board?

[Guest Zev]

2 hours ago, Bruce Lages said:

I do not see that the assembly has any right to the secretary's notes - which I think we have said previously are the property of the secretary - before that draft is presented.

Respectfully, I am going to disagree with this statement. If the secretary had abandoned his office before the next meeting, it seems quite a stretch to say that he could have legitimately taken the draft notes with him home and refused to restore them to the society. I cannot envision any officer making a claim that they actually own as their personal property something that originated in the proceedings or activities of the society, unless of course, the assembly voted to give it to him.

[jstackpo]

My initial (and continuing) distress over the prospect of the general membership ordering, by a normal motion, that the Association's Board produce written Board minutes (never mind when - that isn't relevant to my point here) is based on page 460 lines 18-20, saying that the Board minutes are available "... to no others [than the Board members]...".  The text then refers to p. 487, lines 13-20, the "exception" that the board minutes may be produced and read to the general membership.  This requires a 2/3 vote, as noted in the book. In other words, the 2/3 vote makes the request in effect a motion to suspend the rules and read the minutes.  It also appears to fall under the bylaw interpretation rule #4 (page 589) (as applied to the rules in the book in general) to the effect that one specific provision (i.e., reading the minutes) prohibits other provisions (i.e., handing out printed copies of the minutes) of the same class.

Granted, a 2/3 "suspend the rules and..." motion, like a blunderbuss, can overwhelm existing rules, but I did not see, in the original post from MAVB, any suggestion that the club member was proposing a "suspend the rules and... " motion, just a simple "Give us the minutes" motion.  Hence my concern that the "give us" motion was improper as is.

[Joshua Katz]

17 minutes ago, jstackpo said:

This requires a 2/3 vote, as noted in the book. In other words, the 2/3 vote makes the request in effect a motion to suspend the rules and read the minutes.  It also appears to fall under the bylaw interpretation rule #4 (page 589) (as applied to the rules in the book in general) to the effect that one specific provision (i.e., reading the minutes) prohibits other provisions (i.e., handing out printed copies of the minutes) of the same class.

Do you agree, though, that the assembly could adopt a rule of order stating that this will require only a majority vote, moving forward, under the rule that the assembly's special rules of order supersede the rules in RONR?

[jstackpo]

Oh, certainly.  That will require a 2/3 vote, and notice, of course.

[Richard Brown]

45 minutes ago, jstackpo said:

My initial (and continuing) distress over the prospect of the general membership ordering, by a normal motion, that the Association's Board produce written Board minutes (never mind when - that isn't relevant to my point here) is based on page 460 lines 18-20, saying that the Board minutes are available "... to no others [than the Board members]...".  The text then refers to p. 487, lines 13-20, the "exception" that the board minutes may be produced and read to the general membership.  This requires a 2/3 vote, as noted in the book. In other words, the 2/3 vote makes the request in effect a motion to suspend the rules and read the minutes. 

John, I think if you were go back and reread the original post, the original poster is talking about adopting what would amount to a Special Rule of Order requiring the secretary to provide future draft minutes to the membership by certain date. I don't think he is talking about past minutes.

You do agree, don't you, that the society may in fact adopt such a Special Rule of Order requiring a draft of future minutes to be produced to the membership by date certain and the any such provision would supersede any contrary provisions in RONR ?

[jstackpo]

Coitenly!

[J. J.]

I have to agree with Mr. Martin's premise on two different things.

The assembly on a case by case basis, has the right to "suspend the rules and require the board minutes to be read at this meeting and afterward published."  As a rule, the assembly has the authority to give orders to an officer.  The rule that would be suspended is that only members of the particular body have a right to see the minutes.

Second, Mr. Martin seems to be saying that a special rule would be require to do this permanently.  I agree with him on that.

[jstackpo]

1 hour ago, J. J. said:

and afterward published."

Where did those words come from?

[J. J.]

1 hour ago, jstackpo said:

Where did those words come from?

The mover of the motion. 

If the minutes had been released, a motion "That the board minutes be published," would require a majority vote.