Guest prestocran Posted December 11, 2023 at 11:50 PM Report Share Posted December 11, 2023 at 11:50 PM A member was recently elected to a 7-member board of directors. The board has been very closed and authoritarian for years. All votes are unanimous. The new member sometimes has differing opinions but is very respectful. The board has started calling meetings for a time they know her to be unavailable. She has a full-time job. The rest of the board is retired. They are now calling meetings only during her work hours. Is there anything that can be done to stop this flagrantly unfair practice? I find nothing in Robert's Rules that discusses this kind of thing. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted December 12, 2023 at 02:49 AM Report Share Posted December 12, 2023 at 02:49 AM Take a look at RONR (12th ed.) 1:6. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted December 12, 2023 at 04:18 AM Report Share Posted December 12, 2023 at 04:18 AM On 12/11/2023 at 8:49 PM, Rob Elsman said: Take a look at RONR (12th ed.) 1:6. I don't see how §1:6 has anything to do with when meetings are held, which is the OP's question as I understand it. RONR is silent as to whether a board or any other body must schedule its meetings at a time when all members are available to attend. There is no such requirement in RoNR. As to the statement that "all votes are unanimous", we are not told if this is a rule of some kind or if the board is such a congenial body that nobody ever dissents. I hope Guest Prestocran will enlighten us. But, regardless, 1:6 and other provisions in RoNR do say that absent a customized rule to the contrary, decisions are made by a majority vote of those members present and voting. Now, if the bylaws or special rules of order require that ALL board members (not just a majority vote) agree to proposed actions, that is a different issue. If there is such a requirement in your rules, Guest Prestocran, please share that with us and quote for us that provision verbatim. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted December 12, 2023 at 04:36 AM Report Share Posted December 12, 2023 at 04:36 AM Guest Prestocran, how and by whom are your board meetings currently being scheduled and what EXACTLY do your bylaws say about when board meetings shall be held? How and by whom may regular and special meetings be called? Does the president have the authority to call special meetings? What about regular meetings? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted December 12, 2023 at 06:41 AM Report Share Posted December 12, 2023 at 06:41 AM (edited) RONR (12th ed.) 1:6 makes it clear that the board has no obligation to schedule its meetings to meet the needs of each and every member. There is nothing "flagrantly unfair" about the board's decision to meet at a time when one of its members is at work. If the member is unable to regularly carry out his duties, it is incumbent upon him to submit his resignation. Edited December 12, 2023 at 06:44 AM by Rob Elsman Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted December 13, 2023 at 03:12 PM Report Share Posted December 13, 2023 at 03:12 PM (edited) On 12/11/2023 at 5:50 PM, Guest prestocran said: Is there anything that can be done to stop this flagrantly unfair practice? No. If the organization's rules provide that the board schedules its own meetings by resolution, the board is free to schedule its meeting at such dates and times as the majority agrees to. If the society's members are dissatisfied with the board's behavior in this regard, they could elect different board members in the future, or the organization could adopt rules or instructions to the board governing this matter. On 12/12/2023 at 12:41 AM, Rob Elsman said: RONR (12th ed.) 1:6 makes it clear that the board has no obligation to schedule its meetings to meet the needs of each and every member. There is nothing "flagrantly unfair" about the board's decision to meet at a time when one of its members is at work. If the member is unable to regularly carry out his duties, it is incumbent upon him to submit his resignation. I agree in part and disagree in part. Certainly, scheduling meetings when all board members are available is, at times, simply impossible, or at least impractical. But I understand the OP's allegation to be that the board could schedule its meetings at a time when all members could attend, but has chosen to schedule its meetings at a time when this member could not attend, specifically because of the fact that the member disagrees with the rest of the board. To the extent this allegation is correct (and I have no way of knowing whether it is), this certainly does strike me as "unfair." Nonetheless, no rule in RONR prohibits it. Edited December 13, 2023 at 03:14 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted December 13, 2023 at 09:01 PM Report Share Posted December 13, 2023 at 09:01 PM On 12/11/2023 at 6:50 PM, Guest prestocran said: A member was recently elected to a 7-member board of directors. The board has been very closed and authoritarian for years. All votes are unanimous. The new member sometimes has differing opinions but is very respectful. The board has started calling meetings for a time they know her to be unavailable. She has a full-time job. The rest of the board is retired. They are now calling meetings only during her work hours. Is there anything that can be done to stop this flagrantly unfair practice? I find nothing in Robert's Rules that discusses this kind of thing. There is no specific rule on this, but I can see how the power to schedule meetings can be abused and create a situation that could be termed flagrantly unfair. Does the board have regular meetings, or are they all "called" (i.e., special) meetings? Do the bylaws have any rules regarding when meetings may be called? It's likely that the board is acting within the rules, but it's worth doing some research in the bylaws and other rules to make sure they are. But unless the bylaws grant exclusive powers to the board, it is subordinate to the general membership. So, if a majority of the membership agrees with you, and if none of your customized rules interferes, they could, at a membership meeting, adopt a motion instructing the board to hold its meetings outside of work hours, and the board would be obliged to comply. It could get a bit complex, rule-wise, but I think it could be done if there is enough support among the general membership. Quote Link to comment Share on other sites More sharing options...
Recommended Posts