Removal of booster members

[James Brown]

To be totally honest, in my experiences with the members of the board, they do not seem to have a good grasp or understanding of our bylaws or RONR and admittedly so…

It is only due to this situation that they have employed (as they see fit) aspects of the bylaws, RONR and now the Code of Conduct to fulfill their agenda.

It is my belief that I could go into this meeting tonight and observe ZERO procedures per RONR or our bylaws and no one would be none the wiser. And because they lack knowledge of these procedures, they would have nothing to come back with.

For example: After their meeting with the parents, where the parents addressed the fact that the board had not followed procedures the board took 7 days to reply with their rationale. In their explanation they could only produce more excuses, and honestly more damaging evidence against themselves for the actions they have taken over the last several months.

Long story short, I do not believe that the board is prepared to handle or address this matter. Despite this, I will be following the bylaws and RONR procedures to the best of my ability.

As for the removed parents, they are unsure at this point if they want to run for office. So for the 2nd (“second one”) option, despite the fact that the board wrongly declared them ineligible to run, that isn’t a guaranteed avenue.

For my part, I believe the option of making a motion is possibly more viable.

Edited April 26, 2023 at 04:21 PM by James Brown
Typo and additions for clarity.

[James Brown]

On 4/26/2023 at 10:45 AM, Dan Honemann said:

Since I have a minute, I'll add that, as a matter of fact, it will be in order to raise a point of order concerning the unauthorized action of the Board in declaring that the parents are ineligible for office (assuming that they did in fact do so) at any time while the elections are the pending business.  You can raise this point of order just as soon as the process has begun, and even when another member has the floor (see 23:2(3)) if you wish to do so.

- Thank you for the clarification! The board did in fact declare that the parents are ineligible to run. This was confirmed via texts from a board member, as well as in the meeting with the parents and the board.

[James Brown]

@Dan Honemann - in your post on March 30th where you referenced Section 23:9, which instances (a, b, c, d, or e) do you feel are applicable to the members belief that the board has exceeded its authority?

I am leaning towards a) and c). Please correct me if I’m wrong.

@Josh Martin, @Gary Novosielski, @Richard Brown

Edited April 26, 2023 at 09:04 PM by James Brown
Typo. Changed 23:6 to 23:9

[Josh Martin]

On 4/26/2023 at 2:06 PM, James Brown said:

@Dan Honemann - in your post on March 30th where you referenced Section 23:6, which instances (a, b, c, d, or e) do you feel are applicable to the members belief that the board has exceeded its authority?

I am leaning towards a) and c). Please correct me if I’m wrong.

@Josh Martin, @Gary Novosielski, @Richard Brown

You don't need to worry about 23:6. What is said in 23:9 already has you covered in a situation where the board has exceeded is authority.

"Remedy When Action Taken by an Executive Board Is Null and Void. If the executive board of a society takes action that exceeds the board's instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6, a point of order can be raised at a board meeting at any time during the continuance of the breach. If the point of order is sustained, the action must be declared null and void. Alternatively, the society's assembly can adopt an incidental main motion by majority vote declaring that the board's action is null and void; or, if it is affecting business at a meeting of the assembly, the board's action can be declared null and void by a ruling of the chair relating to the affected business or on a relevant point of order raised by a member. It is also possible for the assembly to bring disciplinary measures against the board members who voted for the improper action. If the assembly finds itself in sympathy with the board's action and the action is one that that assembly could have authorized in advance, the assembly can instead ratify the action as explained in 10:54–57." RONR (12th ed.) 23:9

I am inclined to think that this situation doesn't neatly fall under any of the instances in 23:6, which is precisely why the first sentence of 23:9 adds other options. "If the executive board of a society takes action that exceeds the board's instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6" RONR (12th ed.) 23:9, emphasis added

But to answer your question anyway, I do not think 23:6(a) is applicable, because my understanding of this matter is that the bylaws are silent on discipline, and it is fairly difficult for something to conflict with nothing.

It may be that 23:6(c) is applicable, but that is a question for an attorney. It's not clear to me that any violation of applicable law has been alleged at this time.

It may be that 23:6(e) is applicable. While this does not relate to the question of the board's authority per se, my understanding is that challenges are also being raised regarding the board's actions on the grounds that they deprive members of their rights without due process. In that connection, see also 25:11.

Edited April 26, 2023 at 08:04 PM by Josh Martin

[Dan Honemann]

On 4/26/2023 at 3:06 PM, James Brown said:

@Dan Honemann - in your post on March 30th where you referenced Section 23:6, which instances (a, b, c, d, or e) do you feel are applicable to the members belief that the board has exceeded its authority?

I am leaning towards a) and c). Please correct me if I’m wrong.

@Josh Martin, @Gary Novosielski, @Richard Brown

I agree with what Mr. Martin has just posted, and I'm unable to find any post where I referred to 23:6.

[Josh Martin]

On 4/26/2023 at 3:04 PM, Dan Honemann said:

I agree with what Mr. Martin has just posted, and I'm unable to find any post where I referred to 23:6.

I was confused too. I believe he was referring to your post where you cited 23:9 - the text of which refers to 23:6.

[James Brown]

On 4/26/2023 at 4:06 PM, Josh Martin said:

I was confused too. I believe he was referring to your post where you cited 23:9 - the text of which refers to 23:6.

Yes, my apologies. 23:9

[James Brown]

On 4/26/2023 at 4:00 PM, Josh Martin said:

You don't need to worry about 23:6. What is said in 23:9 already has you covered in a situation where the board has exceeded is authority.

"Remedy When Action Taken by an Executive Board Is Null and Void. If the executive board of a society takes action that exceeds the board's instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6, a point of order can be raised at a board meeting at any time during the continuance of the breach. If the point of order is sustained, the action must be declared null and void. Alternatively, the society's assembly can adopt an incidental main motion by majority vote declaring that the board's action is null and void; or, if it is affecting business at a meeting of the assembly, the board's action can be declared null and void by a ruling of the chair relating to the affected business or on a relevant point of order raised by a member. It is also possible for the assembly to bring disciplinary measures against the board members who voted for the improper action. If the assembly finds itself in sympathy with the board's action and the action is one that that assembly could have authorized in advance, the assembly can instead ratify the action as explained in 10:54–57." RONR (12th ed.) 23:9

I am inclined to think that this situation doesn't neatly fall under any of the instances in 23:6, which is precisely why the first sentence of 23:9 adds other options. "If the executive board of a society takes action that exceeds the board's instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6" RONR (12th ed.) 23:9, emphasis added

But to answer your question anyway, I do not think 23:6(a) is applicable, because my understanding of this matter is that the bylaws are silent on discipline, and it is fairly difficult for something to conflict with nothing.

It may be that 23:6(c) is applicable, but that is a question for an attorney. It's not clear to me that any violation of applicable law has been alleged at this time.

It may be that 23:6(e) is applicable. While this does not relate to the question of the board's authority per se, my understanding is that challenges are also being raised regarding the board's actions on the grounds that they deprive members of their rights without due process. In that connection, see also 25:11.

Thank you Mr. Martin! I also saw 25:11 earlier and on further reading agree that it is applicable regarding the board’s actions in depriving members of their rights.

[James Brown]

@Josh Martin - ELECTION IN 50 minutes

Ok…

1. I rise for a Point of Order for the board exceeding their authority per Section 23:9.

2. The chair finds the Point of Order “not well taken”.

3. A member stands and Appeals the chair’s decision. A 2nd member stands and seconds the Appeal. What happens next?

a) Vote to amend/rescind the action to make it null and void?

b) Debate?

[Richard Brown]

On 4/26/2023 at 5:08 PM, James Brown said:

3. A member stands and Appeals the chair’s decision. A 2nd member stands and seconds the Appeal. What happens next?

There should then be limited debate per the rules in §21 §24, the section on Appeals.  Essentially, each member gets to speak ONCE, but the chair gets to speak twice: to speak first and last.   Then you vote on "Shall the decision of the chair be sustained?"   It requires a majority vote in the negative to overturn the decision of the chair.  The chair's decision is sustained on a tie vote.   Pay attention to how the chair puts the question.  They frequently don't get it right and state it backwards. Regardless of how the chair states the question, it requires a majority vote to overturn his decision.

Edited to add:  A vote to amend or rescind action previously taken by theh board is NOT part of your appeal.  As Dan Honemann has repeatedly said, an appeal and a motion to rescind something previously adopted are completely separate motions and processes and don't have anything to do with each other.  However, if you lose your appeal that the board lacked the authority to impose the discipline that was imposed, you can then try a motion to rescind that discipline.  That would be based on the fact that the board is subordinate to the membership and that the membership can countermand action taken by the board.

Also corrected citation to the section on appeals from section 21 to section 24.

Edited April 26, 2023 at 10:30 PM by Richard Brown
Added last paragraph and corrected citation

[James Brown]

On 4/26/2023 at 6:18 PM, Richard Brown said:

There should then be limited debate per the rules in §21, the section on Appeals.  Essentially, each member gets to speak ONCE, but the chair gets to speak twice: to speak first and last.   Then you vote on "Shall the decision of the chair be sustained?"   It requires a majority vote in the negative to overturn the decision of the chair.  The chair's decision is sustained on a tie vote.   Pay attention to how the chair puts the question.  They frequently don't get it right and state it backwards. Regardless of how the chair states the question, it requires a majority vote to overturn his decision.

A majority, not 3/4ths?

And do you mean Section 24 on Appeals?

[Richard Brown]

On 4/26/2023 at 5:25 PM, James Brown said:

A majority, not 3/4ths?

And do you mean Section 24 on Appeals?

Section 24 is the section on appeals and it requires a MAJORITY vote to reverse the decision of the chair.   btw, I edited my comment above.  You might check the last paragraph.

[James Brown]

On 4/26/2023 at 6:28 PM, Richard Brown said:

Section 24 is the section on appeals and it requires a MAJORITY vote to reverse the decision of the chair.   btw, I edited my comment above.  You might check the last paragraph.

Thank you!

[James Brown]

If the chair’s decision is sustained, does that effectively “kill” the motion? As in permanently?

Edited April 26, 2023 at 10:50 PM by James Brown

[James Brown]

On 4/26/2023 at 6:47 PM, James Brown said:

If the chair’s decision is sustained, does that effectively “kill” the motion? As in permanently?

Never mind @Richard Brown - I just read your edited comment. Thank you.

[Richard Brown]

On 4/26/2023 at 5:47 PM, James Brown said:

If the chair’s decision is sustained, does that effectively “kill” the motion? As in permanently?

It resolves the point of order, but at that point (or later) you can try your motion to rescind the action taken by the board.   Again, an appeal and a motion to rescind are two completely separate and unrelated processes that are completely unrelated to each other.   I would not even refer to an appeal as a "motion", although I suppose that technically an appeal is a motion to reverse the decision of the chair .....  not a motion to do anything else. I'm afraid you are confusing (or conflating) an appeal with a motion to rescind action previously taken by the board.     They are separate actions.

[James Brown]

So… the meeting was a mess and was shut down and the motion was tabled for a later date. There was a large group of supporters for the board president who wouldn’t let me talk. I was treated as an annoyance. Proper decorum was not being followed. In the words of one supporter, “They came in force with a powerful sense of ignorance fueled entitlement.”

The parents were told this was not the time to bring up the issue and that the present members didn’t know anything about the situation or the Bylaws or RONR and that they didn’t want to deal with it tonight.

The removed parents were also told that they were not allowed to be nominated for a board position because the nomination committee said the parents were unfit to be on the board.

This is a mess and I am beat down… Going to lick my wounds and think on this…

 

[James Brown]

I must also add that the chair was not the president, it was a member of the Nominating Committee. Not sure if that’s relevant but there it is.

In addition not only was the Point of Order ignored I was told that now was not the appropriate time or place to bring it up and that the board had already dealt with the parents.

When the matter of not allowing the parents to run for office came up, the chair grew very irate and raised his voice at me in front of the assembly, saying that the nomination committee “will NOT allow them to run for the board!”. He went on to say that they were “unfit to run for the board” and that he was backed by the bylaws.  He claimed that due to the Committee being tasked to find the best candidate for each office, he and the board had the authority to deny the parents the opportunity to run. He referenced a line in our bylaws that states:

“SECTION 1 THE DUTIES OF THE NOMINATING (hereinafter referred to as “The Committee”)

The duty of The Committee is to find the best candidate(s) for each office.”

 

I am truly at a loss here. The meeting did not go as hoped at all. It was a free for all, without structure of any kind. This was a gut shot for the removed parents as they feel more oppressed than ever.

For those who are interested, the current president kept their seat by 1 vote. So the culture will continue…

[Joshua Katz]

On 4/27/2023 at 1:13 AM, James Brown said:

I am truly at a loss here. The meeting did not go as hoped at all. It was a free for all, without structure of any kind. This was a gut shot for the removed parents as they feel more oppressed than ever.

 

Without taking a position on the merits issue: there are, for better or worse (probably better) no RONR police. The rules do not, with very rare exceptions, have any force. They are there for organizations that wish to be fair and efficient.

[Dan Honemann]

Mr. Brown, I can understand your frustration and I feel frustrated myself because I am unable to be of any effective assistance. This is primarily because your bylaws, which you say you have posted in their entirety, are truly awful, and obviously have been somewhat redacted, apparently to avoid entity names. This makes understanding some of its provisions rather difficult. I think it would also help a great deal if we could review your Articles of Incorporation. I say this not because I want to play the role of an Indiana lawyer, but because one would hope that these Articles may provide relevant information which is woefully absent from the bylaws that you have posted.

On the other hand, what Mr. Katz has just posted is entirely correct, and since your members interest in the fairness of your organization's proceedings probably lasts no more than a few years, it may be best to simply acknowledge the fact that further pursuit of the problem here in this forum will not be fruitful.

 

[James Brown]

On 4/27/2023 at 8:15 AM, Dan Honemann said:

Mr. Brown, I can understand your frustration and I feel frustrated myself because I am unable to be of any effective assistance. This is primarily because your bylaws, which you say you have posted in their entirety, are truly awful, and obviously have been somewhat redacted, apparently to avoid entity names. This makes understanding some of its provisions rather difficult. I think it would also help a great deal if we could review your Articles of Incorporation. I say this not because I want to play the role of an Indiana lawyer, but because one would hope that these Articles may provide relevant information which is woefully absent from the bylaws that you have posted.

On the other hand, what Mr. Katz has just posted is entirely correct, and since your members interest in the fairness of your organization's proceedings probably lasts no more than a few years, it may be best to simply acknowledge the fact that further pursuit of the problem here in this forum will not be fruitful.

 

Mr. Honemann, I have sent you the link via the email option on this forum.

[James Brown]

On 4/27/2023 at 7:42 AM, Joshua Katz said:

Without taking a position on the merits issue: there are, for better or worse (probably better) no RONR police. The rules do not, with very rare exceptions, have any force. They are there for organizations that wish to be fair and efficient.

@Joshua Katz, I understand. After being a part of this program for 10+ years, I was naive enough to believe that the organization did wish to be fair and efficient. I was basically laughed and jeered “off stage”.

[James Brown]

Thank you to everyone who has contributed to this topic.

I would add that the parents have also been in touch with a CPP-T and the CPP-T believes that - with the Chair refusing to recognize the member’s right to run for the board - that those actions are grounds for legal action. The removed parents are seriously considering this option.

[Josh Martin]

On 4/27/2023 at 9:01 AM, James Brown said:

I would add that the parents have also been in touch with a CPP-T and the CPP-T believes that - with the Chair refusing to recognize the member’s right to run for the board - that those actions are grounds for legal action. The removed parents are seriously considering this option.

I express no view on this matter and would simply note that any questions in that regard should be directed to an attorney.

In any event, I do believe (as is generally the case for any topic that has gone on for this many pages), that the complexity of the situation is such that it has exceeded the capacity of this forum to assist. I would advise that if it is desired to pursue this matter further, it would be best to consult a professional parliamentarian, an attorney, or both.

I would lean more toward the attorney option, since parliamentarians are simply advisors, and therefore tend to be more helpful when an organization is willing to listen to advice. As Mr. Katz noted, there are no "RONR police." If the organization is unwilling to correct these matters itself, the only further recourse is to turn to the courts, and an attorney would be the way to go for advice on that subject.

Edited April 27, 2023 at 02:32 PM by Josh Martin

[Dan Honemann]

On 4/27/2023 at 8:30 AM, James Brown said:

Mr. Honemann, I have sent you the link via the email option on this forum.

Thank you for sending me the copy of your Articles of Incorporation. Unfortunately, I find nothing in them to be of any assistance.

However, what is of interest is the draft of bylaws attached to the Articles of Incorporation. These bylaws are stamped as having been approved by and filed with the Indiana Secretary of State on May 22, 2019. These bylaws, while being far from perfect, are much better than the bylaws which you have posted here in this forum. For example, in the 2019 bylaws, Article V is titled "General Meetings". It provides that a regular meeting of your membership shall be held in the months of August, January, February, March, and April, and that the March or April meeting "shall be known as the Annual Meeting for the purpose of election of Officers and members of the Board of Directors." This Article is nowhere to be found in the bylaws you have posted, which simply make a peripheral reference to an Election Meeting to be held in April, at which meeting the budget is also to be presented to the Boosters.  It appears, therefore, that these 2019 bylaws must have been revised, either before or sometime after their adoption, and it certainly was not for the better.  

Interestingly enough, while I remain of the opinion that your bylaws indicate that your Board is subordinate to your general membership, this appears to be more clear in the 2019 version. Perhaps this has been by design. 

By the way, I find the assertion by your Nominating Committee's chair that "due to the Committee being tasked to find the best candidate for each office, he and the board had the authority to deny the parents the opportunity to run" to be patently absurd.