Members attending Board Meetings

[Mark Apodaca, PRP]

I would like to share some articles from the bylaws of the Minnesota Association of Deaf Citizens.

Executive Board

 

Section 4.01.

General Powers. Except as otherwise provided by law, by the Articles of Incorporation of this Association, or by these Bylaws, the property, business, affairs, and operations of MADC, including the MADC Charitable Fund, shall be under the direction and control of the Executive Board of this Association (Also Known As “Board”). The Executive Board shall have general supervision of the affairs of the Association between meetings of the members of the Association, may fix the date, time and place of meetings, make recommendations to the members of the Association, and shall perform such other duties as are specified in these Bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the members of the Association.

 

Section 4.07.

Meetings. The Executive Board meetings shall be held quarterly, with dates agreed upon by the members of the Board. Announcement at a meeting of the Executive Board of the date, time and place of the next quarterly meeting of the Executive Board shall constitute notice of the next quarterly meeting.

 

Section 4.09.

Meetings by Electronic Communication. Members of the Executive Board may participate in a meeting through use of electronic conference communications equipment for all matters, except personnel, so long as all directors participating in such meeting can communicate with one another. Participation in such a meeting pursuant to this Section constitutes presence in person at such meeting.

Section 4.10.

Special Meetings. The President or three (3) members of the Executive Board may call a special meeting of the Executive Board no less than 48 hours before the start of said special meeting.

The organization has had a number of special meetings between regular meetings. Sometimes the board needs to go into executive session.   One of the board members sent an email to the board and included a group of members of the organization.  Why she included the members, I do not know.  It may appear that the board were having some issues with this board member and the board member wanted the small group of members to be in the loop perhaps for support.  Tomorrow, July 16, there will be a special board meeting and the board will go into executive session.  Here is the board member's respond:

"Special meetings  and secret meetings are not official business meetings."

My respond since she included me in the email as I am the organization's official parliamentarian:

There are two kinds of Board of Directors meetings, regular and special meetings.  MADC's bylaws as well as Robert's Rules of Order points that out.  There are no "secret" meetings.  Only executive sessions.

Then one of the group members for whom the board member included in the email replied:

 

You are correct that the bylaws and RRO state that there are two types of meetings. This is the first time I heard of a special meeting that is happening on Friday July 16th. I only know of a board meeting that is happening on July 17th. Why was this "special meeting" not announced publicly to the membership? Are members not allowed to attend this meeting? Unless this is another one of countless executive sessions, the special meeting should be OPEN to all members! 

 

In keeping with their statutory and fiduciary duties, nonprofit board meetings are open to the public, not done in secret. 

 

I really don't think I am under any obligation to respond to the community member.  Even if I respond to the board only, I am sure the board member will forward it to the group.  

 

The bylaws do not state that the community must be notified of any coming board meetings, whether they are regular or special.  The board is under no obligation to do so.  The membership meets between conferences for the membership business meetings.  Between that, the board takes care of business.  

 

49:3      Except in the simplest and smallest local societies, or those holding very frequent regular meetings, it is generally found advisable to provide in the bylaws for a board to be empowered to act for the society when necessary between its regular meetings, and in some cases to have complete control over certain phases of the society’s business. Such a board is usually known as the executive board, or—in organizations where there is an executive committee within and subordinate to the board as described below—the board of directors, board of managers, or board of trustees. Any such body is referred to in this book as an executive board, however—regardless of whether there is an executive committee—in cases where the distinction is immaterial.

This is met by 4.01 above.  Is there anything in addition I need to be aware of?

 

 

[Josh Martin]

6 hours ago, Mark Apodaca said:

This is met by 4.01 above.  Is there anything in addition I need to be aware of?

I'm not sure 49:3 is relevant to the member's complaint. So far as I can tell, the member is not (yet) questioning the board's ability to conduct business in the name of the society, but is instead insisting (incorrectly) that the board must announce all of its meetings to the general membership and invite the general membership to its meetings, except those held in executive session.

As you say, nothing in RONR requires a board to make its meetings public or to inform the general membership of its meetings. To the extent that such a rule exists, it would need to be found in the society's rules (and we are told there is no such rule) or in applicable law. See RONR (12th ed.) 9:25, 9:28, 61:7.

[Joshua Katz]

7 hours ago, Mark Apodaca said:

In keeping with their statutory and fiduciary duties, nonprofit board meetings are open to the public, not done in secret. 

 

The member is not making an assertion about parliamentary procedure, but rather about statutory and fiduciary duties. As parliamentarian, that is something you should know (and certainly find out if you don't, as by consulting an attorney) but not that we, outside of your organization and its relevant laws, would know.

7 hours ago, Mark Apodaca said:

I really don't think I am under any obligation to respond to the community member.  Even if I respond to the board only, I am sure the board member will forward it to the group.  

 

Unless your contract says otherwise, in my opinion, not only are you not obligated to respond to community members, but it is not proper to do so. You should be communicating with the chair, in my opinion, and only the chair. That's the job - consultant to the chair. Of course, the terms of your engagement may be different.

[Mark Apodaca, PRP]

I am very much aware about statutory and fiduciary duties.  I have provided board governance training and those duties were very much a part of the training.  The President asked that I reply to the board member.  My response was very brief and to the point as you read.  I did mention to the President that my duty is to the President, not the community membership per agreement.