Board Minutes and the General Membership

[Guest mantlefan]

Hello,

Our small sports club has 8 board members that occasionally meet as a board, in addition to our general membership meetings. Lately, our board has made decisions pertaining to the club, but it's not always clear what those decisions were, and communication has been difficult. Our bylaws do not state anything about the board minutes (or membership meeting minutes) needing to be shared with the general membership, just that the secretary record them.

Is it generally a good idea that the general membership have access to board minutes?  Recently, the board (supposedly) voted to expel two members from the general membership, but I don't think anyone other than those two (and those they told) were notified. It seems like if the board can even expel members at all, the general membership should know about it.

 

[Gary Novosielski]

The powers of the board must be spelled out in the bylaws, and the board has no powers beyond those.

Some boards are given general authority over the affairs of the club in the interval between membership meetings, but can be overruled by the membership.  It would be unusual for a board to have the power to expel members.  If they don't have that power, then the membership does.  So check your bylaws and see what the board is really allowed to do.

The membership, at a membership meeting can, by a 2/3 vote, demand that the board produce and read any of its minutes.  Let us know what your bylaws say about your board, and we might be able to put you on the right track.

[Josh Martin]

2 hours ago, Guest mantlefan said:

Is it generally a good idea that the general membership have access to board minutes?

So far as RONR is concerned, while individual members of the society do not have a right to view board minutes, the general membership as a whole may order that particular board minutes be made available. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

Whether it is desirable to adopt a rule providing that all board minutes (possibly with certain exceptions) be available to all members of the society is a question for the society to decide.

2 hours ago, Guest mantlefan said:

Recently, the board (supposedly) voted to expel two members from the general membership, but I don't think anyone other than those two (and those they told) were notified. It seems like if the board can even expel members at all, the general membership should know about it.

I would first check the bylaws to determine whether the board even has this authority. The authority to expel members rests with the general membership unless the bylaws provide otherwise.

Edited May 22, 2021 at 12:40 AM by Josh Martin

[Guest mantlefan]

Thanks for the replies. It's pretty clear that the bylaws don't provide the Board authority to remove members. How does that get handled the next time the membership meets? If the Board took an action it had no authority to take, it doesn't seem right that the membership would need to take action to override something that should not have happened. I guess the first step with that is getting the Board minutes to see what was thought to have been decided.

[Josh Martin]

15 minutes ago, Guest mantlefan said:

Thanks for the replies. It's pretty clear that the bylaws don't provide the Board authority to remove members. How does that get handled the next time the membership meets? If the Board took an action it had no authority to take, it doesn't seem right that the membership would need to take action to override something that should not have happened. I guess the first step with that is getting the Board minutes to see what was thought to have been decided.

Yes, certainly the first step is to figure out what actually happened.

In the event that the board did in fact purport to expel these members, then I think the appropriate course of action would be for these members to show up to and participate in the meeting anyway, and when some attempt is made by the chair to prevent them from exercising their rights of membership (on the grounds that they are no longer members), a member can raise a Point of Order that they are, in fact, still members of the society because the board lacks the authority to remove them, followed by an Appeal if necessary. A majority vote is required to overturn the chair's ruling on appeal.

After that, perhaps the society should look into getting new board members.

[Guest mantlefan]

I heard back from the VP, and it seems the main reason the board was convinced they have the authority to terminate memberships is based on the section of the bylaws that states the board has "authority and power to conduct any and all business and affairs of the club"

To me this seemed very similar to Gary's post above, but I am unsure of what to make of it. Our bylaws don't specifically even say that we are governed by RONR, so it seems as though the "defaults" are not applicable. I did receive confirmation that the board did terminate two memberships so is now the next consideration basically whether the membership considers termination of membership to be within "any and all business and affairs," and if so then the question would be whether or not the membership votes to override that decision? In any case, maybe it is a moot point because our bylaws don't explicitly establish RONR?

[Guest mantlefan]

If it would be of any use, here are the club's bylaws. Forgive some of the awkward abbreviations as I tried to remove anything that specifically identified the club.

Quote

Club

BYLAWS

 

NAME

The organization will be known as Club or abbreviated X

 

MISSION

The mission of the Club is to: Promote fun, fitness, friendship and family time

in the community of X by growing the sport of Pickleball.

 

In order to support the mission of the club all members are to invite and encourage new

members of the club and assist them in improving their game. Members are to refrain from the

use of alcohol or drugs at all times while playing or observing pickleball games, or arriving to

play in an intoxicated condition. Members are to refrain from foul language and/or rude,

obnoxious behavior which could be considered inappropriate for a family atmosphere.

Members should remember that they will be seen as representatives of this club and of the

sport in general whether playing at club sponsored events or at private games.

 

MEMBERSHIP

 

Membership in the club is open to anyone willing to support the mission of the Club and who

agrees to abide by the rules and bylaws of the Club with no regard to race, color, national origin,

creed, religion, sex, or sexual orientation.

 

Annual dues will be determined by the Board of Directors and may be changed from time to

time as deemed necessary. Dues shall be for a calendar year and anyone joining after June 30

will need to pay only half of the annual amount.

 

Dues established at the inception of the club are as follows:

Adult members (21 or older) -- $10.00

 

Children of adult members (under 21) -- Free

 

Student members (under 21) -- $5.00

 

OFFICERS/DIRECTORS

 

The business, affairs and funds of the Club shall be managed by its Board of

Directors who have the authority and power to conduct any and all business and affairs of the

club. The Board of Directors shall be comprised of four officers as follows, plus four members

at large. Officers shall be President, Vice President, Secretary and Treasurer.

 

Officers and other Directors shall be elected by the general membership of the club and shall

serve a term of two years and shall not serve more than two consecutive terms. In order to

maintain continuity, it shall be the general policy to elect the President and Vice President from

the present Board of Directors whenever possible.

Any vacancy occurring among the Directors shall be filled by a vote of the Club Board until the

next regular annual election at which time that person may or may not be elected to serve a

regular two year term.

 

The Board of Directors shall meet at least quarterly and more frequently as needed to conduct

the business of the club. Five members will constitute a quorum for the transaction of

business. When deemed appropriate the Directors may meet by email, Zoom or other

convenient method.

 

The Board of Directors shall have the power to establish and appoint special committees as

deemed necessary.

 

DUTIES AND POWERS OF OFFICERS

 

The President shall be the Chief Executive officer of the Club. He/She shall

preside over all meetings of the Board of Directors and meetings of the general membership.

He/She shall supervise and control all of the business and affairs of the Club.

 

The Vice President shall perform the duties of the President in the President’s absence.

 

The Secretary shall keep an accurate record of all meetings of the Board of Directors and

general membership including actions taken and results of votes, etc. The Secretary shall also

maintain copies of all financial reports presented by Treasurer.

 

The Treasurer shall receive and deposit all monies, pay all obligations incurred by the Club and

give an oral and written report of financial transactions at all scheduled meetings. Copies of

financial reports shall be provided to the Secretary.

 

MEETINGS

 

In addition to quarterly meetings of the Board of Directors, the general membership shall meet

at least once annually to elect officers and board members. Additional meetings of the general

membership may be scheduled as needed. Meeting notifications shall be sent to all members

via email. Any member without an email address will be notified by another agreed upon

method.

 

AMENDMENTS

These bylaws may be amended or replaced as deemed necessary. All changes to the bylaws

require ratification by the general membership.

 

APPROVAL

These bylaws were approved by a majority vote of the general membership of the Club on

 

Overall, my main concern here is that it makes perfect sense that it would be rare (and undesirable) for a Board to be able to expel members, since members determine who is on the board, and not the other way around.

[Josh Martin]

13 hours ago, Guest mantlefan said:

I heard back from the VP, and it seems the main reason the board was convinced they have the authority to terminate memberships is based on the section of the bylaws that states the board has "authority and power to conduct any and all business and affairs of the club"

The board may well be correct. "Any and all business and affairs" seems pretty broad.

13 hours ago, Guest mantlefan said:

To me this seemed very similar to Gary's post above, but I am unsure of what to make of it. Our bylaws don't specifically even say that we are governed by RONR, so it seems as though the "defaults" are not applicable. I did receive confirmation that the board did terminate two memberships so is now the next consideration basically whether the membership considers termination of membership to be within "any and all business and affairs," and if so then the question would be whether or not the membership votes to override that decision? In any case, maybe it is a moot point because our bylaws don't explicitly establish RONR?

It will ultimately be up to the organization to interpret its own bylaws, but it seems to me that "any and all business and affairs" would include pretty much everything, except where the bylaws explicitly reserve authority for the membership elsewhere in the bylaws - for example, providing that the board is elected by the membership, or that amendments to the bylaws must be ratified by the membership.

Under ordinary circumstances, I believe the membership could overturn the board's decision.

"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 (12th ed.) 49:7

While the rule in question certainly seems to give the board extremely broad authority, it does not appear to grant the board exclusive authority.

The problem in this particular case, however, is that a motion to expel a member cannot be rescinded. The members could, however, be readmitted to the society under the appropriate procedures to do so.

This is somewhat challenging since the organization has not adopted RONR as its parliamentary authority, so what is said above will only be "persuasive" rather than binding - although I don't know if it makes a big difference, since it ultimately comes down to the meaning of the organization's bylaws either way.

In the long run, it may be prudent to amend the bylaws to clarify and/or limit the powers of the board, particularly in regard to discipline.

[Guest mantlefan]

Thanks for the detailed reply.

It makes sense that the organization interprets its own bylaws, and that the organization may very well consider membership to  be under the discretion of the board.

If the board does have the power to expel members, then it makes sense that even if I wanted to make a motion to rescind the decision, it would be too late.

If the board doesn't have that power, then it seems that they never actually made that decision.

I am asking the board to "vacate" the decision and bring the question of these memberships before the general membership, but if that doesn't work I am trying to figure out the cleanest way possible to just bring the question before the membership as to whether the board had the authority to terminate memberships. The only thing that comes to mind as of yet is a motion to rescind the board's decision on the basis that it does not have the authority to terminate memberships, rather than the membership disagreeing with a legitimate action the board took.  However, to rescind an illegitimate action lends it some legitimacy in that it is something that needs to be rescinded!

It does seem like revision to the bylaws would be useful here, but ultimately, are questions of interpretations of the current bylaws generally handled by rulings of the chair, and then an appeal/vote to overturn if desired? I understand murky bylaws and lack of establishment of RONR are not helping anyone help me here, but I would appreciate any suggestions on how to even bring the question before the membership that the board acted outside of its authority.

 

[Richard Brown]

21 minutes ago, Guest mantlefan said:

If the board doesn't have that power, then it seems that they never actually made that decision.

Or That the decision is null and void because it exceeds the board’s  authority.

The way to handle that is by simply raising a point of order that the board has no authority to expel a member and that the expulsions are null and void. The chair should make a ruling that the Point of Order is or is not well taken and his ruling can then be appealed to the assembly. It requires a majority vote to overturn the decision of the chair.   The decision of the assembly is final.

I suppose the point of order could be raised at either a board meeting or a general membership meeting, but I believe it would be preferable to do it at a general membership meeting if doing so is practical.

After that it may be wise to consider an amendment to the bylaws to provide that the board shall be subject to the orders of the membership or to otherwise more clearly define those areas, if any, in which it is desired that the board have exclusive authority to act.  It might be that the membership actually wants the board to have exclusive authority to manage the organization’s  affairs on everything except elections and bylaw amendments.

Edited June 7, 2021 at 01:02 PM by Richard Brown
Typographical corrections

[Guest mantlefan]

Thank you Richard, that all makes sense and seems very efficient.

It may be the case that the purportedly expelled members are present at the meeting. I am foggy on recusals, but with my recollection of the notion from about 10 years ago when I was last involved in an organization, member should (although are not required) recuse themselves from such votes as to whether or not they be removed from the organization, for example, but I do wonder how it would be handled should the purportedly expelled member wish to vote on the chair's interpretation of the bylaws.

[Guest mantlefan]

Thank you Richard, that all makes sense and seems quite efficient. I also understand that we should polish our bylaws.

I suppose it might come up that the members who were purportedly expelled may wish to vote on the chair's ruling in regards to the board's authority. It would be simpler if they recused themselves but it's not clear to me they will or should, as it has been years since I was involved in an organization and I am foggy on recusals. I suppose then it would be up to a different point of order should someone wish to contest the notion that the members-in-limbo cannot vote on the chair's ruling on an interpretation of the bylaws.

[Guest mantlefan]

(Apologies on the double post, I wrote a second when I thought the first didn't save)

[Dan Honemann]

28 minutes ago, Richard Brown said:

The way to handle that is by simply raising a point of order that the board has no authority to expel a member and that the expulsions are null and void. The chair should make a ruling that the Point of Order is or is not well taken and his ruling can then be appealed to the assembly. It requires a majority vote to overturn the decision of the chair.   The decision of the assembly is final.

But, of course, a situation must first arise which causes a member to believe that the rules are being violated. As Mr. Martin noted: " ... the appropriate course of action would be for these members to show up to and participate in the meeting anyway, and when some attempt is made by the chair to prevent them from exercising their rights of membership (on the grounds that they are no longer members), a member can raise a Point of Order that they are, in fact, still members of the society because the board lacks the authority to remove them, followed by an Appeal if necessary."

[Guest mantlefan]

21 minutes ago, Daniel H. Honemann said:

But, of course, a situation must first arise which causes a member to believe that the rules are being violated. As Mr. Martin noted: " ... the appropriate course of action would be for these members to show up to and participate in the meeting anyway, and when some attempt is made by the chair to prevent them from exercising their rights of membership (on the grounds that they are no longer members), a member can raise a Point of Order that they are, in fact, still members of the society because the board lacks the authority to remove them, followed by an Appeal if necessary."

Our notification of meeting date and time is sent via email, and the notifications are not sent BCC. Would the decision not to include the members in the notification email be reasonable enough a situation to consider a violation of the rules pertaining to that subsequent meeting? Our bylaws do state that "Meeting notifications shall be sent to all members via email."

One of the purportedly expelled members has completely withdrawn from interest in the club, and another is debating whether he should attend the next meeting, and it would be good to know if there were a proper way of bringing this up that he could essentially remove himself from completely. It seems like it might be less contentious if we are able to focus on the question of removal of membership regardless of which specific members are involved.

[Joshua Katz]

20 minutes ago, Guest mantlefan said:

Would the decision not to include the members in the notification email be reasonable enough a situation to consider a violation of the rules pertaining to that subsequent meeting? Our bylaws do state that "Meeting notifications shall be sent to all members via email."

I would think so, but I don't think it changes much. The time to raise that point of order would still be at the next meeting. If the desire is to allow a point of order without them being there, then I suppose that could work.

[Dan Honemann]

26 minutes ago, Guest mantlefan said:

Would the decision not to include the members in the notification email be reasonable enough a situation to consider a violation of the rules pertaining to that subsequent meeting?

I wouldn't count on it. They obviously know about the meeting and are making a voluntary decision not to attend.

[Guest mantlefan]

3 hours ago, Daniel H. Honemann said:

I wouldn't count on it. They obviously know about the meeting and are making a voluntary decision not to attend.

Sorry, I wasn't clear about this. The only way the members would know about our next meeting is if someone who actually does get the email would decide to tell them. I am not sure if that makes any difference but it does seem like some members being excluded from notice of a meeting is a pretty obvious violation of the bylaws as they are written.

Of course that might not address your point about whether or not it is appropriate to address that through a point of order, but if not, what else would be reasonable?

[Joshua Katz]

3 hours ago, Daniel H. Honemann said:

I wouldn't count on it. They obviously know about the meeting and are making a voluntary decision not to attend.

Suppose the bylaws require notice to all members for all meetings, regular or special. Suppose a member does not receive notice but knows about the meeting, and there is reason to think the lack of notice was purposeful. It still seems to me that the rules have been violated and it would be appropriate to raise a point of order to that effect at the next meeting. The effect of a ruling that the point of order is well-taken would be to instruct whoever sends out notice to not purposefully leave people off in the future.

[Richard Brown]

11 minutes ago, Joshua Katz said:

Suppose the bylaws require notice to all members for all meetings, regular or special. Suppose a member does not receive notice but knows about the meeting, and there is reason to think the lack of notice was purposeful. It still seems to me that the rules have been violated and it would be appropriate to raise a point of order to that effect at the next meeting. The effect of a ruling that the point of order is well-taken would be to instruct whoever sends out notice to not purposefully leave people off in the future.

I agree. I further believe that any member can raise the point of order that not all members were properly notified of the meeting. I don’t think the Point of Order has to be made by a member who did not receive the notice.

Edited June 7, 2021 at 06:02 PM by Richard Brown
Added everything after “I agree”.

[Dan Honemann]

22 minutes ago, Joshua Katz said:

Suppose the bylaws require notice to all members for all meetings, regular or special. Suppose a member does not receive notice but knows about the meeting, and there is reason to think the lack of notice was purposeful. It still seems to me that the rules have been violated and it would be appropriate to raise a point of order to that effect at the next meeting. The effect of a ruling that the point of order is well-taken would be to instruct whoever sends out notice to not purposefully leave people off in the future.

If the rules in RONR are controlling (and in the instant case we know that they are not), the relevant rules are found in RONR, 12th ed., 23:7.

18 minutes ago, Richard Brown said:

I agree. I further believe that any member can raise the point of order that not all members were properly notified of the meeting. I don’t think the Point of Order has to be made by a member who did not receive the notice.

No, of course the point of order does not have to be raised by a member who did not receive the notice.