Duty of members to attend meetings

[Louise]

Is there anywhere in RONR that indicates that a member has a duty to attend meetings?

We have a board member who has attended very few this year. Apparently he is often "on call" in order to be contacted via phone in order to chime in or vote, but is otherwise "too busy" to commit to attending most meetings in person. Our bylaws do allow for attendance at meetings via electronic means, although I expect we certainly didn't intend for it to be used this way. This seems (to me and a few others) to be abusive of that rule.

Our bylaws do indicate that if a board member has more than three unexcused absences, his membership on the board may be suspended by the board.

I have referenced the "Request to Be Excused from Duty" on pages 289-291, but I can't find anything (so far) in RONR that states that board members are expected to attend meetings, provide reports, etc. It seems extremely obvious that that would be a part of being a board member, but I guess sometimes things have to (apparently) be spelled out for people.

 

[Joshua Katz]

10 minutes ago, Louise said:

Is there anywhere in RONR that indicates that a member has a duty to attend meetings?

Not in so many words, that I'm aware of. A member who does not attend is waiving his rights to participate.

 

10 minutes ago, Louise said:

We have a board member who has attended very few this year. Apparently he is often "on call" in order to be contacted via phone in order to chime in or vote, but is otherwise "too busy" to commit to attending most meetings in person. Our bylaws do allow for attendance at meetings via electronic means, although I expect we certainly didn't intend for it to be used this way. This seems (to me and a few others) to be abusive of that rule.

The society could modify the rule so as not to allow participation at an otherwise-physical meeting by electronic means, or modify the rule, if it turns out that it produces behavior it was not intended to produce. 

 

11 minutes ago, Louise said:

Our bylaws do indicate that if a board member has more than three unexcused absences, his membership on the board may be suspended by the board.

Do your bylaws address whether or not electronic participation counts as an "absence"? My guess is they do not, making this a matter of bylaw interpretation for your society to decide. Is there any further specification about what unexcused means? 

 

[Rob Elsman]

In your particular case, the bylaw controls.

Beyond that RONR doesn't explicitly define a duty to attend meetings.

If there is a duty to attend meetings, I think it is imposed by the very nature of membership and the basic fidelity that a member owes to the purposes of the organization. If a member no longer possesses that basic fidelity, I think he is honor-bound to resign.

[Joshua Katz]

20 minutes ago, Rob Elsman said:

If there is a duty to attend meetings, I think it is imposed by the very nature of membership and the basic fidelity that a member owes to the purposes of the organization. If a member no longer possesses that basic fidelity, I think he is honor-bound to resign.

I agree with this. There may also be duties outside of parliamentary procedure, such as legal duties.

[Rob Elsman]

It might also be worth mentioning that the general membership assembly can undertake a disciplinary action against a board member for dereliction of duty.

[Louise]

3 hours ago, Joshua Katz said:

Not in so many words, that I'm aware of. A member who does not attend is waiving his rights to participate.

Clearly. The trouble is that the rest of the board *needs* this member to participate, as it's placing the organization at a certain amount of risk when he refuses to do so.

3 hours ago, Joshua Katz said:

The society could modify the rule so as not to allow participation at an otherwise-physical meeting by electronic means, or modify the rule, if it turns out that it produces behavior it was not intended to produce. 

The electronic means were incorporated to allow out-of-country members to still "attend" and take part in board meetings, and it has been used to good effect in that regard. I agree that this "kamikaze" calling-in when texted by the president and then jumping out again, however, should be addressed by some modification to that rule.

3 hours ago, Joshua Katz said:

Do your bylaws address whether or not electronic participation counts as an "absence"? My guess is they do not, making this a matter of bylaw interpretation for your society to decide. Is there any further specification about what unexcused means? 

Our bylaws do address this: "'Present' as used in this section shall include those Directors present by electronic meeting media." 

Clearly an amendment to the bylaws is in order.

 

3 hours ago, Rob Elsman said:

If there is a duty to attend meetings, I think it is imposed by the very nature of membership and the basic fidelity that a member owes to the purposes of the organization. If a member no longer possesses that basic fidelity, I think he is honor-bound to resign.

I also agree. However, this particular board member clearly doesn't agree with the rest of us, or he would have done so long before now.

 

2 hours ago, Rob Elsman said:

It might also be worth mentioning that the general membership assembly can undertake a disciplinary action against a board member for dereliction of duty.

The general membership would need to be made aware of this dereliction of duty first. Not sure how one would even go about raising that awareness in any sort of official capacity.

[Rob Elsman]

I suppose, in the final analysis, it is the responsibility of the electing body to elect members who are truly suitable for the position. In your particular case, it seems the electing body failed in this way.

[Atul Kapur]

1 hour ago, Louise said:

agree that this "kamikaze" calling-in when texted by the president and then jumping out again, however, should be addressed by some modification to that rule.

I'd use the term "bungee-jumping" in and out of the meeting.

Your board could pass a motion directing the president (and anyone else) to stop texting the member to call in. You, collectively, are tolerating and condoning this behaviour. It is in your collective power to stop it. I can only imagine havehow disruptive it is to your meeting to have to wait for him to call in - that may be the argument you use to convince the rest of your board. You may have to do this at each meeting until the member gets the hint.

Edited November 23, 2019 at 10:19 PM by Atul Kapur
corrected typo as indicated

[Joshua Katz]

16 minutes ago, Louise said:

Our bylaws do address this: "'Present' as used in this section shall include those Directors present by electronic meeting media." 

The easiest solution I can see, then, is to modify this rule and require attendance in person, if that is what is desired.

16 minutes ago, Louise said:

Our bylaws do address this: "'Present' as used in this section shall include those Directors present by electronic meeting media." 

Out of curiosity, how so?

16 minutes ago, Louise said:

The general membership would need to be made aware of this dereliction of duty first. Not sure how one would even go about raising that awareness in any sort of official capacity.

Depending on your procedure, you could potentially do so by proposing the bylaw amendments discussed. Then (tread carefully here) someone will ask "why should we do this?" And you'll have to answer...

[Louise]

59 minutes ago, Rob Elsman said:

I suppose, in the final analysis, it is the responsibility of the electing body to elect members who are truly suitable for the position. In your particular case, it seems the electing body failed in this way.

Indeed we did.

47 minutes ago, Joshua Katz said:

Out of curiosity, how so?

Those members who have used electronic media to attend meetings in the past have generally been "present" (virtually, that is) for the entire meeting, contributing to discussion and voting on decisions. It has worked reasonably well in the past.

52 minutes ago, Atul Kapur said:

I'd use the term "bungee-jumping" in and out of the meeting.

Your board could pass a motion directing the president (and anyone else) to stop texting the member to call in. You, collectively, are tolerating and condoning this behaviour. It is in your collective power to stop it. I can only imagine have disruptive it is to your meeting to have to wait for him to call in - that may be the argument you use to convince the rest of your board. You may have to do this at each meeting until the member gets the hint.

I like the term "bungee-jumping." Thank you.

That president has since resigned, and I don't foresee the current president ever following the practice of texting anyone to call in.

I concur with you that this behavior should be neither condoned nor tolerated.

48 minutes ago, Joshua Katz said:

Depending on your procedure, you could potentially do so by proposing the bylaw amendments discussed. Then (tread carefully here) someone will ask "why should we do this?" And you'll have to answer...

There is a bylaw revision in the works; this amendment will ideally be included in that revision.

[Joshua Katz]

38 minutes ago, Louise said:

Those members who have used electronic media to attend meetings in the past have generally been "present" (virtually, that is) for the entire meeting, contributing to discussion and voting on decisions. It has worked reasonably well in the past.

 

I'm just wondering why it is dangerous for this particular member not to attend. Does he have some special expertise? 

[Richard Brown]

5 hours ago, Louise said:

Is there anywhere in RONR that indicates that a member has a duty to attend meetings?

We have a board member who has attended very few this year.

No, I'm not aware of a provision in RONR which speaks of a "duty" of members to attend meetings.  Rather, RONR speaks to it as a "right" of membership, not a duty.

But, let's separate a possible duty to attend meetings of the society as a general member vs the duty to attend board meetings as a member of the board of directors.  Speaking personally, as I don't believe either requirement exists in RONR,  I see where members who run for and are elected to board positions perhaps have a fiduciary duty to attend meetings.  Serving on the governing board of an organization is different from just being a member of the organization.  Your topic and first line of your questions indicates you are referring to a duty generally to attend meetings, but the rest of your question and other comments make plain that you are referring to (or concerned about) this person's duty to attend board meetings.

Whether explicitly stated in RONR or your bylaws or not, I think a case can be made that board members have some sort of duty to attend board meetings.  Your own "three meeting rule" speaks to that very issue, but it is undermined by permitting members to participate by telephone. I think a case can be made that this member is not serving the organization as he is expected to serve and that he is not acting in the best interests of the organization.  I think a non-disciplinary motion of censure would be in order as well as removal from office by the membership or the board... whichever body has the power to remove him....  if that body believes that he is not properly performing his duties, I think he an be removed from office.  It will ultimately be a judgment call within the sound judgment of whichever body has the authority to impose discipline or to remove him.  I think a motion of censure could be adopted by either the membership or the board.

Finally, having a couple of members who he respects to talk to him about this situation might solve the problem.  If that fails, you certainly have the options of amending your bylaws, imposing censure or discipline and even removal from office.

To get back to the original point I was making, I don't believe a general member has a duty to attend meetings as a general rule, but I believe such a duty can perhaps be said to exist for a member of the organization's governing board. That duty is not specifically expressed in RONR, but I view it as more of a fiduciary duty.

[Louise]

9 minutes ago, Joshua Katz said:

 

I'm just wondering why it is dangerous for this particular member not to attend. Does he have some special expertise? 

He has significant responsibilities that he does not appear to be meeting.

[Richard Brown]

5 minutes ago, Joshua Katz said:

 

I'm just wondering why it is dangerous for this particular member not to attend. Does he have some special expertise? 

I've wondered the same thing.  I also don't see any problem with texting him and asking him to call into a meeting if it is believed by the chairman or the members that his input can be important... or even required if he  or some other member is necessary to constitute a quorum.  Since members who participate by telephone in your organization are deemed present, it might well be that his presence by telephone is necessary in order to obtain a quorum. I don't see a problem with him participating by telephone or with someone texting him asking him to call in.  That is no different from calling or texting any other absent member and asking that member if he can hop over to the meeting.  Your rules permit participating by telephone, so stopping that practice might well require a bylaws amendment.

[Louise]

8 minutes ago, Richard Brown said:

No, I'm not aware of a provision in RONR which speaks of a "duty" of members to attend meetings.  Rather, RONR speaks to it as a "right" of membership, not a duty.

But, let's separate a possible duty to attend meetings of the society as a general member vs the duty to attend board meetings as a member of the board of directors.  Speaking personally, as I don't believe either requirement exists in RONR,  I see where members who run for and are elected to board positions perhaps have a fiduciary duty to attend meetings.  Serving on the governing board of an organization is different from just being a member of the organization.  Your topic and first line of your questions indicates you are referring to a duty generally to attend meetings, but the rest of your question and other comments make plain that you are referring to (or concerned about) this person's duty to attend board meetings.

Whether explicitly stated in RONR or your bylaws or not, I think a case can be made that board members have some sort of duty to attend board meetings.  Your own "three meeting rule" speaks to that very issue, but it is undermined by permitting members to participate by telephone. I think a case can be made that this member is not serving the organization as he is expected to serve and that he is not acting in the best interests of the organization.  I think a non-disciplinary motion of censure would be in order as well as removal from office by the membership or the board... whichever body has the power to remove him....  if that body believes that he is not properly performing his duties, I think he an be removed from office.  It will ultimately be a judgment call within the sound judgment of whichever body has the authority to impose discipline or to remove him.  I think a motion of censure could be adopted by either the membership or the board.

Finally, having a couple of members who he respects to talk to him about this situation might solve the problem.  If that fails, you certainly have the options of amending your bylaws, imposing censure or discipline and even removal from office.

To get back to the original point I was making, I don't believe a general member has a duty to attend meetings as a general rule, but I believe such a duty can perhaps be said to exist for a member of the organization's governing board. That duty is not specifically expressed in RONR, but I view it as more of a fiduciary duty.

I apologize for my lack of clarity in my topic. I agree with you completely about members of an organization having a right to attend meetings but not being obligated to do so. 

Your other advice is also very much appreciated. Thank you.