dealing with unruly behavior and the recording of Board meetings held via conference call.

[Guest Steve]

I have two questions regarding procedure for dealing with unruly behavior and the recording of Board meetings held via conference call.  Our organizations by-laws allow meetings to be held by phone conference.

We currently have a very contentious board and with one board spot vacant, resulting in an even number of members. The conference calls have been very difficult to control, members talking over others, interrupting, ignoring calls for order and being inappropriate in their comments about other board members.  Any motions to censure, etc end up in a tie vote (our by-laws allow the president or chair to vote). The Corresponding Secretary currently sets up the meeting with the conference service, controls the recording, etc.  As chair, what are my options, can I call an end to the meeting?

The second question has to do with the recording of the meetings. We record the conference calls and they are stored by the conference service on their server. The Vice President and one other board member have requested the recording of 2 previous meetings and the Corresponding Secretary refuses to provide them without approval of the whole board. Shouldn’t the recordings be treated as minutes and be available to any board member to review? If the Cor Sec is out of order, any discipline would be difficult due to the split board. Our by-laws do not outline any method of removing a board member except thru the normal disciplinary process or waiting until the end of their term

Thanks for your advice

[Josh Martin]

17 minutes ago, Guest Steve said:

We currently have a very contentious board and with one board spot vacant, resulting in an even number of members. The conference calls have been very difficult to control, members talking over others, interrupting, ignoring calls for order and being inappropriate in their comments about other board members.  Any motions to censure, etc end up in a tie vote (our by-laws allow the president or chair to vote). The Corresponding Secretary currently sets up the meeting with the conference service, controls the recording, etc.  As chair, what are my options, can I call an end to the meeting?

The chair can only declare a meeting adjourned unilaterally in the following circumstances:

• The entire order of business is completed and no member is seeking the floor.
• The assembly has previously established a time for adjournment and that time is reached.
• There is an emergency, such as a fire, and taking the time for a vote would endanger the members’ safety.

In all other cases, the motion to Adjourn requires a majority vote for adoption. The motion is not debatable.

As to dealing with issues of disorderly members generally, see Section 61 of RONR, however, such remedies will require at least a majority vote. It may be necessary to report these matters to the general membership and have them sort it out.

18 minutes ago, Guest Steve said:

The second question has to do with the recording of the meetings. We record the conference calls and they are stored by the conference service on their server. The Vice President and one other board member have requested the recording of 2 previous meetings and the Corresponding Secretary refuses to provide them without approval of the whole board. Shouldn’t the recordings be treated as minutes and be available to any board member to review? If the Cor Sec is out of order, any discipline would be difficult due to the split board. Our by-laws do not outline any method of removing a board member except thru the normal disciplinary process or waiting until the end of their term

Recordings are not minutes, and there is no rule in RONR which provides that they must be available to any board member to review. I believe the Corresponding Secretary is correct that whether board members should be provided the recordings is at the board’s discretion.

As for removing board members, see FAQ #20. It may be necessary for the membership to step in, as it seems that the board may lack the authority to remove its own members (and even if it had the authority, it may not be able to obtain the votes to do anything anyway).

[Atul Kapur]

I agree with Mr. Martin.

You may want to explore with the conference service about possible technical solutions. For example, the call could be set up with everyone except yourself on mute and you controlling, likely through a moderator/operator from the service, who gets unmuted  -- one at a time.

[Richard Brown]

I agree with Mr. Martin as to your ability to "end" a meeting.  I also agree with Dr. Kapur as to exploring the option for you, as presiding officer, to control the muting of others and/or to keep your own phone unmuted.  That might help you to maintain control. 

However, my my opinion on whether the vice president and another board should have access to the recordings of the meetings is a bit different from that of Mr. Martin.  I do agree, though, that it is a grey area that might ultimately left up to the board as a whole or even to the general membership, especially as to the question of whether these recordings are "records" of the society.  The society certainly has the right to adopt a policy or standing rule or special rule of order as to whether, and under what conditions, members shall have access to these recordings as long as that policy does not conflict with state law. (I mention that because the corporation laws of many states contain provisions granting members the right to inspect certain records of the corporation.  Is your organization incorporated?)

I think the key is whether the recordings of the meetings constitute "records of the society" as defined in RONR (or by state law) such that members (in this case, members of the board) are entitled to review them just the same as they can inspect other records of the society.  In my opinion, these recordings, although certainly not minutes, constitute a record of the society and the members are entitled to inspect or listen to them. The fact that they are in the physical custody of the conference call service and perhaps even stored in a "cloud" somewhere is irrelevant.  Records of the society are records of the society and subject to inspection and review by the members at reasonable times and upon reasonable notice regardless of where they are stored or who has physical custody of them.  It is within the power of the secretary to grant access to them.  The question is whether he must grant access upon request.  That question, in my opinion,  turns on whether they are the type "records" of the society as contemplated by RONR or, if your organization is incorporated, by your state law.

I think the key is whether these recordings constitute records of the society that the members are entitled to inspect.  On that issue, there will likely be disagreement. 

 

[Atul Kapur]

41 minutes ago, Richard Brown said:

On that issue, there will likely be disagreement.

More than "likely," as you disagree with Mr. Martin (and my concurrence). 🙂

[Guest Steve]

The organization is incorporated in New Jersey. I also learned since my last post, that the Cor Sec, not the Recording Sec has been deleting recordings after the minutes were written but not approved. despite the fact that the board previously agreed to pay the conference service to record and store the recordings.  I was not a member of the board when this was decided.

Thanks

[Richard Brown]

14 minutes ago, Guest Steve said:

The organization is incorporated in New Jersey. I also learned since my last post, that the Cor Sec, not the Recording Sec has been deleting recordings after the minutes were written but not approved. despite the fact that the board previously agreed to pay the conference service to record and store the recordings.  I was not a member of the board when this was decided.

Thanks

Why is the corresponding secretary, rather than the recording secretary, "in charge" of the recordings of meetings?   Also, if the board voted to retain the recordings and to pay the conference service to store the recordings, with no retention period having been specified, it seems to me that neither the corresponding secretary nor anyone else has the authority to arbitrarily delete the recordings.  At a minimum, doing so would require board authorization unless the "recording and storage agreement" contains a previously agreed upon storage period or authorization for someone to order deletions. If any officer or member has deleted recordings without authorization, that would be grounds for disciplinary action against whoever is responsible.

[Josh Martin]

4 hours ago, Richard Brown said:

I think the key is whether the recordings of the meetings constitute "records of the society" as defined in RONR (or by state law) such that members (in this case, members of the board) are entitled to review them just the same as they can inspect other records of the society.  In my opinion, these recordings, although certainly not minutes, constitute a record of the society and the members are entitled to inspect or listen to them.

There is nothing in RONR which grants members a general right to inspect “records of the society.”

RONR provides that one of the Secretary’s duties is “To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting...

When written reports are received from boards or committees, the secretary should record on them the date they were received and what further action was taken on them, and preserve them among his records...

Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13–16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13–20)” (RONR, 11th ed., pgs. 459-460)

I have no disagreement that these recordings are a “record of the society,” but they are not part of the reports and record books that members have a right to inspect. As a result, the board itself controls what persons are permitted to inspect these records.

It may well be that applicable law grants broader rights in this regard, but that is beyond the scope of RONR and this forum.

Edited July 31, 2019 at 03:18 AM by Josh Martin