Seating protocol at Annual Membership meetings

[Tomm]

The President of the Board, seated at the head of the auditorium, presides over our annual membership meeting and has the remaining board members up there as well. 

Question:  What, typically, is the proper place for those Board members to be seated? Because they are there as a Member of the organization and not in their capacity as member of the Board shouldn't they be seated among the assembly and not at the head table?

I'm pretty sure there's nothing in RONR that address' this question but wondering what you may have experienced in the past?

Question: Should the Secretary of the Board take the minutes or should a Member of the general Membership be assigned that duty?

[Rob Elsman]

Certainly, it is proper for the president to be seated at the front of the meeting hall at a place where he can be easily seen and heard.  The secretary needs to be seated close to the president to facilitate handing papers.

It is sometimes customary to welcome honorary presidents to sit at the front near the president and facing the general members.  Other grandees may also be invited to do so.

Board members who are members of the society are just general members for the purpose of the annual meeting.  One of the members of the board will present the report of the board.  Other than that, they have no special function in the annual meeting.

If you read this forum, you will find that there have been many questions raised about board members trying to run the annual meeting of the general membership assembly. When this happens, it is always the case that the board members seat themselves at the front in order to unbalance the power of the room so they can pontificate over the meeting.  I have repeated advised that the seating arrangement in the hall is up to the general membership assembly, not the board.  Whether or not the board members are permitted to sit here or there is up to the assembly.  If the assembly is displeased with the seating arrangement, it can adopt an order requiring the board members to take their seats among the other general members or in the spectators' gallery if they are there are board members who are not members of the general membership assembly.

All this having been said, Tomm, I have been gaining an increasingly better understanding of your society the more you have posted.  I am closer to believing that your organization is actually a public trust of some kind, and that the true members of the organization are only the members of the board.  I suspect that what you are thinking of as general members are actually volunteers to the organization, but not members in terms of the common parliamentary law.  Am I wrong about this?

If, indeed, this organization is a public trust, the trustees (board members) have the right to control the meeting room.  The volunteers would be spectators, in terms of the parliamentary law, who would not have any rights under the common parliamentary law.  The volunteers would be permitted to participate only to the extent that the board would suffer them to.

So, you see, the correct answer to your question depends on what the nature of this organization really is, and, consequently, who the membership really is.  When you first started posting, I thought your organization was one of a million very ordinary organizations.  Now, I am not so sure.  I advise you to examine very close all the organizing documents.  You need to figure out what kind of an organization you have before you can figure out who has authority to control the meeting hall.

Edited June 30, 2022 at 02:42 AM by Rob Elsman

[Tomm]

On 6/29/2022 at 9:53 AM, Rob Elsman said:

I suspect that what you are thinking of as general members are actually volunteers to the organization, but not members in terms of the common parliamentary law.  Am I wrong about this?

At one time the organization was, in fact, a trust but was then sold for $10 and turned into a 501-c-4 corporation. We are a senior 55+ community and the corporation provides the recreation facilities, 8 recreation centers and 7 golf courses. As a homeowner we are all considered Members. The Article of Incorporation gives the power to amend the Articles of Incorporation strictly to the Membership. Both the Board and the Membership can amend the Bylaws. In fact, the Board has the power to amend the Bylaws on their own without Member approval!?!

[Rob Elsman]

OK, Tomm, that is very helpful to me, and I will keep it in mind as you make further post on this forum.  Thank you for responding to my concerns.

If the board members take their seats on the dais or front of the meeting room, any member may obtain the floor when no business is pending and move that the members of board who are not functioning as presiding officer or secretary of the meeting take their seats among the other general members (or, in the spectator section, if there are members of the board who are not members of the general membership assembly).  Such a motion is a main motion; and, it requires a second, is debatable, and requires a majority vote for adoption.

[Tomm]

Great thanks. 

I'm of the understanding that even some of the Board members are confused as to their status at the Annual Membership Meeting. It makes them reluctant to participate in debate not knowing which side they may be representing! Having them seated among the general assembly would set that question to rest!

[Rob Elsman]

Other than the presentation of the board's report and any recommendations that the report might contain, the board is not represented at the meeting of the general membership assembly.  When the reporting member moves the adoption of any recommendations contained in the report, he is doing so on behalf of the board.  Otherwise, members of the board are only representing themselves when they attend meetings of the general membership assembly.  They are free to make motions that the board might not agree with.  They are free to express opinions the board might not agree with.  And, they are free to vote contrary to the way the board might decide a question.

[Richard Brown]

On 6/29/2022 at 11:53 AM, Rob Elsman said:

It is sometimes customary to welcome honorary presidents to sit at the front near the president and facing the general members.  Other grandees may also be invited to do so.

Perhaps that is the custom in your area, but in my neck of the woods and at the meetings and conventions which I have participated in all around the country, I have found it much more common for the other officers and the parliamentarian (if there is one), but not board members and not former presidents to sit at the dais with the president. it is also common for the president alone, or the president and the secretary, or the president, the secretary and the parliamentarian to be the only people on the dais.  I don’t think I have ever attended an annual meeting or convention where former presidents were seated on the stage or the dais. 

I do agree wholeheartedly that it is customary for board members to sit with the general membership, not on the dais. 
 

[Josh Martin]

On 6/29/2022 at 11:11 AM, Tomm said:

The President of the Board, seated at the head of the auditorium, presides over our annual membership meeting and has the remaining board members up there as well. 

Question:  What, typically, is the proper place for those Board members to be seated? Because they are there as a Member of the organization and not in their capacity as member of the Board shouldn't they be seated among the assembly and not at the head table?

I'm pretty sure there's nothing in RONR that address' this question but wondering what you may have experienced in the past?

What little RONR has to say in regard to seating is as follows:

• "The presiding officer should be placed so that, even when he is seated—on a high stool if necessary when behind a lectern—he can see the entire hall and all present can see him (see also 47:5)." RONR (12th ed.) 3:7

• "The secretary’s desk should be placed so that papers can easily be passed to him from the chair during the meeting." RONR (12th ed.) 3:7

• "The parliamentarian should be assigned a seat next to the chair, so as to be convenient for consultation in a low voice, but the chair should try to avoid checking with the parliamentarian too frequently or too obviously." RONR (12th ed.) 47:53

RONR has nothing to say regarding the seating of other persons. As a result, such matters are left to the rules or customs of the assembly.

As to what is "typical" in this regard, my experience is that it varies from society to society. At a minimum, the chair, the secretary, and the parliamentarian (if there is one) should be seated at the head table. Other societies will have others present at the head table. This may or may not include the entire board. Generally, societies will include some combination of the following persons at the head table:

• Other officers (especially the Vice President and Treasurer)
• Other board members
• Key employees (especially the Executive Director or equivalent)

On 6/29/2022 at 11:11 AM, Tomm said:

Question: Should the Secretary of the Board take the minutes or should a Member of the general Membership be assigned that duty?

Generally speaking, the Secretary of the Board also serves as the Secretary of the Association. (Actually, I think the way I would rather word this is that, generally speaking, the Secretary of the Association also serves as the Secretary of the Board.) If this is the case, then this person would also take minutes for meetings of the membership. It may be necessary to check your bylaws to confirm whether this is the case in your organization.

If for some reason this is not the case, and there is no regular secretary for meetings of the membership, then I suppose it will be necessary to elect someone - although that person certainly could be the Secretary of the Board. In any event, being a member of the assembly is not a requirement to be eligible to serve as Secretary.

Edited June 29, 2022 at 08:45 PM by Josh Martin

[Atul Kapur]

On 6/29/2022 at 2:08 PM, Rob Elsman said:

Otherwise, members of the board are only representing themselves when they attend meetings of the general membership assembly.  They are free to make motions that the board might not agree with.  They are free to express opinions the board might not agree with.  And, they are free to vote contrary to the way the board might decide a question.

While this is correct as to RONR and ordinary organizations, @Tomm has told us that this is a corporation. As such, duties of directors to the corporation may override this advice.

On 6/29/2022 at 12:11 PM, Tomm said:

Question: Should the Secretary of the Board take the minutes or should a Member of the general Membership be assigned that duty?

 

On 6/29/2022 at 4:21 PM, Josh Martin said:

generally speaking, the Secretary of the Association also serves as the Secretary of the Board

Supporting Mr. Martin's response: "In ordinary societies having executive boards, on the other hand, the president and the secretary of the society serve in the same capacities within the board (and the executive committee, if there is one), unless the bylaws provide otherwise." RONR (12th ed.) 49:11