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Board meeting rules


Mike O'Connell

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In the past our board has always recorder the meetings. Recently several  employees presented the board with a complaint about the President of the organization. The board scheduled  a meeting asking the President to appear, however the Chairman  did not allow the employees who signed the complaint to participate in the meeting. Additionally the board chairman refused to have the meeting recorded. After an hour of discussion the board found not reason for the complaint. 

So my question is 1. can the board Chairman  turn off the recording machine. and second, should he not allowed those whose wrote the complaint  address the president directly with their issues. Additionally  the employees were not allowed to participate in any discussion.  

 

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35 minutes ago, Mike O'Connell said:
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In the past our board has always recorder the meetings. Recently several  employees presented the board with a complaint about the President of the organization. The board scheduled  a meeting asking the President to appear, however the Chairman  did not allow the employees who signed the complaint to participate in the meeting. Additionally the board chairman refused to have the meeting recorded. After an hour of discussion the board found not reason for the complaint. 

So my question is 1. can the board Chairman  turn off the recording machine. and second, should he not allowed those whose wrote the complaint  address the president directly with their issues. Additionally  the employees were not allowed to participate in any discussion.  

 

Some more information would be helpful.  For starters, is this a nonprofit corporation or a business corporation?  I ask because you made several references to employees. 

Second, are these employees members of the organization?  Members of the board?  If they are not members of the board, they would be treated as nonmembers or guests of the board per the rules in RONR and do not have the right to even be present at board meetings, much less to speak, unless you have a customized rule which permits it or the Board has granted them permission to attend and/or  speak.

Was the meeting conducted in executive (secret) session?  It sounds like maybe it was.  Executive sessions are customary when disciplinary matters and personnel matters are discussed.

RONR contains no rules regarding recording of meetings.  This is something that is up to the organization to decide for itself.  Do you have a rule on the subject, or is the recording of meetings just a custom?   Any member could have made a motion that the meeting be recorded.

Any board member who took issue with any aspect of the chairman's actions or rulings could have and should have made an immediate point of order.  The chair would rule on the point of order and his ruling could be appealed to the assembly on the motion of one member and a second.  It requires a majority vote to overrule the chair.  

Edited to add  I agree with the comments above by Rob Elsman.  He stated it much more succinctly than I did. 🙂

Edited by Richard Brown
Corrected typo and added last paragraph
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Our nonprofit board's new chair asked that an executive session be added as a standing item to all board agendas and, further, that the board "automatically" adjourn into executive session at the conclusion of each meeting "in case the board has anything it wants to discuss privately."  Does RONR or any authoritative source stipulate a board's consideration of an executive session, e.g., adoption of a main motion (with or without stating the proposed executive session topic), etc.? Or does a nonprofit board self-govern in this respect, absent any guidance from the organization's bylaws? 

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