Who decides, Board or Membership?

[Tomm]

It has been said ad nauseam that the Members decide what their Bylaws say. Consider the following:

First of all, the Board is totally allowed to amend the bylaws on their own. 

Several years ago they amended the bylaws as follows:

SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS

Robert's Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State of Arizona and the Corporate Documents. A Parliamentarian may be present at the discretion of the President.

Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, shall be referred to the Board for study. Such matters, being solely within the powers delegated to the Board in accordance with the laws of the State of Arizona and Corporate Documents, will be considered only as a recommendation to the Board.

If the disposition of these proposals or matters is determined by the Board not to be in the best interest of the Corporation, the Board shall announce its decision and such proposal or matter shall not be considered further. The Members may, by petition signed by at least ten percent (10%) of the total Membership of the Corporation as of the first day of the preceding July, bring the proposal or matter before the Membership for a majority vote of the Members present at a duly called and noticed Annual or Special Membership meeting.

Question: "If brought before a Membership meeting" can be interpreted in two ways, "before" may mean "in front of" or it could mean "Prior to the Membership meeting taking place".

I contend that if the intent was for ALL matters to be referred back to the Board for study, which is what the board is telling us just prior to our Annual Membership meeting, then the words "If brought before a Membership meeting" would not be necessary.

So who decides? The Board or the Membership?

[Atul Kapur]

On 12/12/2021 at 3:17 PM, Tomm said:

It has been said ad nauseam that the Members decide what their Bylaws say.

This applies to "ordinary societies". Your organization is incorporated, so different rules likely apply.

On 12/12/2021 at 3:17 PM, Tomm said:

Question: "If brought before a Membership meeting" can be interpreted in two ways, "before" may mean "in front of" or it could mean "Prior to the Membership meeting taking place".

Only the former interpretation makes the entire excerpt make logical sense to me.

That paragraph is telling you that these matters do not need to be considered at a membership meeting, but, if they are, then whatever the membership meeting says "will be considered only as a recommendation to the Board."

[Tomm]

Thanks...but it kinda begs the question, if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?

[Atul Kapur]

It is a membership meeting. The power and authority of the meeting depends on the statutes and governing documents of the organization.

Your opinion or assumption of the requirements for an event to be considered a "real" membership meeting appears clear. It just doesn't seem to match the statutes and governing documents. 

(similar to how your use of "begs the question" doesn't match the traditional meaning of that phrase 😉)

[Dan Honemann]

On 12/12/2021 at 6:51 PM, Atul Kapur said:

(similar to how your use of "begs the question" doesn't match the traditional meaning of that phrase 😉)

Unfortunately, the true meaning of this phrase has now faded almost to the point of extinction; but this is a result of a more benign form of ignorance than that which is causing the real damage being done to our language these days.

 

[Tomm]

On 12/12/2021 at 6:05 PM, Dan Honemann said:

Unfortunately, the true meaning of this phrase has now faded almost to the point of extinction; but this is a result of a more benign form of ignorance than that which is causing the real damage being done to our language these days.

Touché

Okay, it raises the question "if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?"

Can the Members decide what the correct (or preferred) interpretation is? Call for a parliamentary inquiry, then appeal the decision of the chair then take a vote by the Membership?

[Atul Kapur]

As I said earlier, yes, it really is a membership meeting. The issue seems to be that the membership meeting does not have, according to your own governing documents, the powers that you would like it to have.

 Members can interpret the bylaws, but only if there truly is an ambiguity to be interpreted. As stated earlier, I don't think there is.

A parliamentary inquiry cannot be appealed from. Only a ruling on a point of order by the chair can be appealed from. And, only if there can be more than one reasonable opinion.

Edited December 13, 2021 at 05:35 PM by Atul Kapur
Clarified my answer after reading the next two posts.

[Tomm]

On 12/13/2021 at 1:18 AM, Atul Kapur said:

A parliamentary inquiry cannot be appealed from. Only a ruling on a point of order can be appealed from. And, only if there can be more than one reasonable opinion.

Please explain 33:5 "A member may act contrary to his opinion, however, and may appeal from the resulting adverse ruling by the chair"

[Joshua Katz]

Suppose I rise to a parliamentary inquiry to ask if I may do something, and the chair says no, I may not. But I disagree. So I do it anyway, the chair rules the action out of order, and I then appeal.

[Gary Novosielski]

On 12/12/2021 at 9:41 PM, Tomm said:

Touché

Okay, it raises the question "if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?"

Can the Members decide what the correct (or preferred) interpretation is? Call for a parliamentary inquiry, then appeal the decision of the chair then take a vote by the Membership?

No, a parliamentary inquiry is not a decision of the chair, merely an opinion, so it cannot be appealed.

I would think that if the Board can amend the bylaws completely on their own, then they are the ones who can interpret what those bylaws mean.  But the rules in RONR only apply when they apply, and apparently in your organization, on this particular point, they don't.

[Tomm]

So...just as a follow-up, this is how our Annual Membership meeting with the above stated bylaw went down:

The Members were able to achieve the 1,250 member quorum requirement thru great effort and proxies. This was the first time since 2009!

5 motions were submitted within the proper time frame and were put on the agenda. Each motion was read one at a time and each time the chair responded that they, the board, would review it for study. There was no voting by the Membership allowed.

I asked 2 questions, parliamentary inquiry, first what does "Proposals or matters relating to the conduct of the business affairs of the Corporation" mean? Which business affairs of corporate business does this bylaw refer too? Please define corporate business or does it apply to everything the Membership proposes?

My second question was; why is there a requirement of a quorum if Members aren't allowed to vote? Shouldn't the Members first vote on the motion to determine if the membership wants it or not and only if it passes is it required to go to the board for study or else it dies?

The corporations lawyer and general manager both ran the answers to my questions in circles and no definitive response was ever given. Every response was referred back to that bylaw.

So, it raises the question again, "if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?"

 I thought "Membership" provided full participation to attend meetings, make motions, speak in debate and vote? 

We are in aa VERY sad state of affairs!

 

[Josh Martin]

On 12/14/2021 at 4:59 PM, Tomm said:

I asked 2 questions, parliamentary inquiry, first what does "Proposals or matters relating to the conduct of the business affairs of the Corporation" mean? Which business affairs of corporate business does this bylaw refer too? Please define corporate business or does it apply to everything the Membership proposes?

I have no idea. I didn't write it. Such a phrase is not found in RONR.

On 12/14/2021 at 4:59 PM, Tomm said:

My second question was; why is there a requirement of a quorum if Members aren't allowed to vote?

Well, do you vote on anything? I certainly have seen organizations where the power of the membership is limited only to considering certain matters (such as electing officers). If so, that answers your question.

If you really don't vote on anything, I don't know why there is a quorum requirement or why the meetings are held at all. Ask your organization, or the state of Arizona.

On 12/14/2021 at 4:59 PM, Tomm said:

Shouldn't the Members first vote on the motion to determine if the membership wants it or not and only if it passes is it required to go to the board for study or else it dies?

That procedure would certainly make more sense to me, as it could then at least be determined whether the membership, as a body, actually wishes to recommend that the board study the proposal in question, and it would make the meetings marginally less useless.

On 12/14/2021 at 4:59 PM, Tomm said:

So, it raises the question again, "if the Members can't decide or finalize any business at their own meeting, then is it even really a Membership meeting or just an extension of a board meeting calling all the shots?"

As a technical matter, it is a membership meeting.

As a philosophical question, however, I might be inclined to call it a "membership information session" rather than a meeting in the parliamentary sense.

On 12/14/2021 at 4:59 PM, Tomm said:

I thought "Membership" provided full participation to attend meetings, make motions, speak in debate and vote? 

So far as RONR is concerned, yes, but your bylaws and applicable law take precedence.