General meeting vs. Board meeting

[Guest J. Rogers]

When hosting a general meeting for the membership, purely informational, must the meeting be called to order?   And does such meeting have Minutes, or just meeting notes?  

[Joshua Katz]

What makes it purely informational? Who is hosting?

[Gary Novosielski]

On 6/13/2023 at 7:18 PM, Guest J. Rogers said:

When hosting a general meeting for the membership, purely informational, must the meeting be called to order?   And does such meeting have Minutes, or just meeting notes?  

If nothing is done and nothing is decided, then in a parliamentary sense this isn't really a meeting, It's just a bunch of people in one place. 

Was this announced as a meeting?  By whom?  I'm confused by the highlighted phrase above.  I know what a general meeting of the membership is, but what is a general meeting for the membershp?  And how are you defining hosting?

 

[Guest J. Rogers]

It is a booster club for a school athletic team.   We have separate board meetings, where they are called to order, have minutes, etc.  Then once a month we have a general meeting where all the members attend and we provide information/updates, ask for committee reports, etc.  We do not generally have any voting at these general meetings.  

[Gary Novosielski]

Well, I haven't seen your bylaws, but you might want to give them a look.  There is a world of difference between generally having no voting, and having no voting rights at all, ever.   And that distinction would determine the answer to your question.

Perhaps others here will have some experience in how Booster Clubs are typically organized.  

[Guest J. Rogers]

The membership has the right to vote for board members, to approve the annual budget, and to replace a board member if there is a vacancy.  Beyond that, the executive board has the power to vote on all other issues.   I'm just trying to determine if 1. the meeting should be called to order, and adjourned, 2. if the notes must become minutes and approved by the membership each month, and if the membership or just the board approve the board meeting minutes.  It's all a little vague.  

 

[Joshua Katz]

Well, let's just assume everything is going as the bylaws say, then. 

1. Is there something in the bylaws or other governing documents establishing these as "meetings?" They sound more in the nature of hearings, perhaps. Either way, I'm not sure the question "should it be called to order" asks very much; if you're going to hold it, someone's going to have to tell everyone to quiet down and so forth. So I'm not sure I'd worry about this one.

2. Again, is there something saying these meetings must be held, as meetings? If not, I'm inclined to say they need not have minutes at all. If they are to have minutes, though, those minutes would include only what is done, not what is said, and that would be very little. If the "notes" include the things to be announced, questions about them, and so on, then no, they would not be transcribed into the minutes. 

[puzzling]

On 6/14/2023 at 10:41 PM, Guest J. Rogers said:

The membership has the right to vote for board members, to approve the annual budget, and to replace a board member if there is a vacancy.  Beyond that, the executive board has the power to vote on all other issues.   I'm just trying to determine if 1. the meeting should be called to order, and adjourned, 2. if the notes must become minutes and approved by the membership each month, and if the membership or just the board approve the board meeting minutes.  It's all a little vague.  

 

This is very unlikely, read the bylaws if it really is so. 

(The board normally only has the rights granted to it in the bylaws or state laws. Is is subordinate to the General membership meeting)

[Josh Martin]

On 6/13/2023 at 6:18 PM, Guest J. Rogers said:

When hosting a general meeting for the membership, purely informational, must the meeting be called to order?   And does such meeting have Minutes, or just meeting notes?  

It depends. If this is a regular or properly called meeting of the general membership, then yes, the meeting must be formally called to order, even if only purely informational items are anticipated to arise at the meeting, and even if, in fact, that is all that actually arises at the meeting. Such a meeting would also have minutes, although since the minutes are a record of "what was done, not what was said," those minutes will be very brief if it is correct that only informational items arise.

Conversely, if this is not a regular or properly called meeting of the general membership, but is instead some sort of "town hall" or "forum" to which the members are invited, then this is not a "meeting" in the parliamentary sense, and the "meeting" therefore does not need to be called to order and minutes need not be taken. Informal notes certainly could be taken, but this is not required by any rule in RONR.

On 6/13/2023 at 7:33 PM, Gary Novosielski said:

If nothing is done and nothing is decided, then in a parliamentary sense this isn't really a meeting, It's just a bunch of people in one place. 

I would disagree slightly. It may well be that a meeting is a regular or properly called meeting, and therefore has the potential to conduct business, but in reality no business actually occurs (other than perhaps a few routine items, such as the approval of the minutes). This would still be a meeting in the parliamentary sense.

On 6/13/2023 at 9:52 PM, Guest J. Rogers said:

It is a booster club for a school athletic team.   We have separate board meetings, where they are called to order, have minutes, etc.  Then once a month we have a general meeting where all the members attend and we provide information/updates, ask for committee reports, etc.  We do not generally have any voting at these general meetings.  

Based upon these facts, it would seem to me that these are regular meetings of the general membership, and they therefore must be called to order and minutes must be taken, even although the assembly rarely takes action. Those minutes would, however, be fairly brief, and might look something like this, based upon the facts presented:

"The regular monthly meeting of the L.M. Society was held on Thursday, June 15, 2023, at 7:00 P.M., at the Society's building, the President being in the chair and the Secretary being present. The minutes of the last meeting were read and approved as read.

The report of the XXX Committee was received and placed on file. [rinse and repeat for each committee report which is received]

The meeting adjourned at 9:00 P.M."

On 6/14/2023 at 4:41 PM, Guest J. Rogers said:

The membership has the right to vote for board members, to approve the annual budget, and to replace a board member if there is a vacancy.  Beyond that, the executive board has the power to vote on all other issues.   I'm just trying to determine if 1. the meeting should be called to order, and adjourned, 2. if the notes must become minutes and approved by the membership each month, and if the membership or just the board approve the board meeting minutes.  It's all a little vague.  

In my view, based upon the facts presented...

1.) Yes, the meeting must be called to order.

2.) Yes, minutes must be taken.

3.) Yes, those minutes must be approved by the membership. (I suppose the membership could delegate this power to the board if it wishes, but that is generally reserved for situations in which the membership meets infrequently, such as annually, and therefore the members may not remember what occurred at the previous meeting. As a general matter, an assembly should approve its own minutes, since the assembly is in the best position to know whether those minutes are accurate.)

I don't think there is anything vague about this. If your bylaws require regular meetings of the membership, those are proper meetings of the membership.

Even to the extent it is correct that the bylaws or applicable law grant the board exclusive power on all business except adopting an annual budget and filling board vacancies (and I express no view on whether this is correct), it would seem to me the membership would still have the ability to adopt nonbinding recommendations to the board, and therefore there is no guarantee that no business will occur at a membership meeting even if it is not the annual meeting and there are no board vacancies. (One also hopes the membership is granted the authority to amend the bylaws.)

It may well be that, in an organization where the board is granted near-unlimited power, it may be preferable not to hold regular meetings of the membership, and instead to provide for some sort of board meeting which is open for the membership to attend and which serves as an informational session, and to only hold formal meetings of the membership on an annual basis and to call additional meetings as needed. If your bylaws presently require a monthly meeting of the membership, however, then that is what must be done, unless and until the bylaws are amended to provide otherwise.

On 6/14/2023 at 4:53 PM, Joshua Katz said:

1. Is there something in the bylaws or other governing documents establishing these as "meetings?" They sound more in the nature of hearings, perhaps.

I disagree. We are told that "once a month we have a general meeting where all the members attend and we provide information/updates, ask for committee reports, etc." That sounds like a meeting to me, albeit a meeting which doesn't do very much.

On 6/15/2023 at 6:30 AM, puzzling said:

This is very unlikely, read the bylaws if it really is so. 

(The board normally only has the rights granted to it in the bylaws or state laws. Is is subordinate to the General membership meeting)

I don't know that it's that unlikely. Certainly it is correct that the board "only has the rights granted to it in the bylaws or state laws," but a great many organizations do grant the vast majority of the power to the board and reserve only certain powers for the membership. Often the membership is fine with this arrangement because they don't want to deal with the business of running the organization and join for other reasons, such as the social and educational benefits of the organization, or donating to support the cause of the organization. While I cannot say for certain whether that is the situation in this organization, I don't know that I would call it "very unlikely."

Edited June 15, 2023 at 12:24 PM by Josh Martin

[Gary Novosielski]

On 6/15/2023 at 8:20 AM, Josh Martin said:

I would disagree slightly. It may well be that a meeting is a regular or properly called meeting, and therefore has the potential to conduct business, but in reality no business actually occurs (other than perhaps a few routine items, such as the approval of the minutes). This would still be a meeting in the parliamentary sense.

Yes, I thought I had made that distinction, but thank you for clarifying.