"Closed Member" bylaw

[Marsha Thole]

The following is proposed in the bylaws: (there is no current bylaw on this subject)

AMENDMENT #9 PROPOSED  AMENDMENT: Amend Article VI. Board of Directors, by adding Section 6.7.2 Written Submissions to the Board. If a Board meeting (s) is closed to a certain member (“Closed Member”) in a situation that is not exigent, the Board will provide the Closed member with written notice that Board meeting(s) are closed to the Closed Member. In an exigent situation, the notice will be sent subsequent to the situation. The Closed Member may provide the Board with a written submission of three pages or less no later than 24 hours prior to any Board meeting regarding Board business, and that submission will be read to the Board by a Board member at the meeting. If the submission does not relate to Board business, the Board may decline to read the submission. A

If ratified will read: ARTICLE VI. Board of Directors Section 6.7.2 Written Submissions to the Board. If a Board meeting (s) is closed to a certain member (“Closed Member”) in a situation that is not exigent, the Board will provide the Closed member with written notice that Board meeting(s) are closed to the Closed Member. In an exigent situation, the notice will be sent subsequent to the situation. The Closed Member may provide the Board with a written submission of three pages or less no later than 24 hours prior to any Board meeting regarding Board business, and that submission will read to the Board by a Board member at the meeting. If the submission does not relate to Board business, the Board may decline to read the submission.

Rationale: The Bylaws need to be amended to correct a few items and to bring them up to date.

PROS: We see benefits to these amendments with no contentious issues.

CONS: None are known

I taught college English and consult with businesses on their written products. I haven't a clue as to what is being said here. Anyone ever hear of "Closed Members"? Sounds like they copied something that was in someone else's bylaws, with no clue as to what they were doing. 

The rationale says, in vague language, that the bylaws need to be amended to correct a few items. This is an entirely new bylaw, so what has to be corrected? As for bring them up to date, in what? As for benefits, I have no idea what they would be, given this reads like it was written to take away a person's right to speak. As for cons, the board hasn't tried hard enough to see what could possibly be wrong here. 

 

[Josh Martin]

On 2/12/2022 at 6:15 PM, Marsha Thole said:

I taught college English and consult with businesses on their written products. I haven't a clue as to what is being said here. Anyone ever hear of "Closed Members"? Sounds like they copied something that was in someone else's bylaws, with no clue as to what they were doing. 

I agree that I am not familiar with the term "Closed Members." I will note, however, that the bylaws do define what the drafters mean by this new term (a member excluded from one or more board meetings).

On 2/12/2022 at 6:15 PM, Marsha Thole said:

The rationale says, in vague language, that the bylaws need to be amended to correct a few items. This is an entirely new bylaw, so what has to be corrected? As for bring them up to date, in what? As for benefits, I have no idea what they would be, given this reads like it was written to take away a person's right to speak. As for cons, the board hasn't tried hard enough to see what could possibly be wrong here. 

I am in agreement that the language of the amendment itself, as well as the language of the rationale, is rather lacking.

In addition to what you have noted, I would add that the rule does not describe 1) the reason(s) for which a member may be excluded from a meeting, or 2) who makes the decision to exclude a board member from a meeting. Indeed, the rule is not even clear whether it refers to excluding a member of the board from a board meeting, or whether it refers to excluding members of the society who are not board members.

If the rule pertains to board members, then a great deal more clarity is needed. If the rule pertains to members of the society, then the rule is not necessary at all (unless there are other rules in the bylaws on this matter I am not aware of), as the board already has the authority to exclude persons who are members of the society (but not members of the board) from its meetings under the rules in RONR.

Ultimately, it will be up to the organization to decide whether to ratify the proposed amendment. These issues may be raised in debate.