Actionable Item needing members vote

[Gary Novosielski]

On 3/14/2024 at 3:47 PM, Tina R said:

. . it states, "special meeting OR when other (ie meeting) required by . . ."  The Annual Meeting is required by the statute and Bylaws.  It states "OR" other required . . . hence, required meeting by statute or Bylaws requires the notice to state the purpose(s) just like a "special meeting."

That's an interpretation not supported by standard English grammar, nor by any analogous rationale in RONR.  The word required does not apply to required meetings, but meetings which require notice because of a regulation. 

Your interpretation is very apparently motivated by your desire for a particular outcome.  I wash my hands of this thread.

[Joshua Katz]

The word for an attempt by a board to cancel an election and remain in office for another term is autogolpe. Those who attempt it at low stakes, such as in an ordinary organization envisioned by RONR, should be immediately removed from office and kept from ever holding office again. Those who attempt it at higher stakes, well. Not that my advice is often followed in this regard.

But the membership is ultimately complicit, too, if it allows the board to decide what it will and will not do at its own meeting. The membership should hold the election, and board members who try to object should be treated as anyone who disrupts a meeting would be. This may require not having the board president chair the meeting, at least if he tries to cause trouble.

[Rob Elsman]

Thanks for the word-bomb, but it has become quite clear that one cannot make a silver purse out of this sow's ear.

[Josh Martin]

On 3/14/2024 at 7:02 PM, Atul Kapur said:

Between us non-lawyers, what do you make of this excerpt from, I presume, statute:

I may have missed it in the volume of posts, but I do not see that "the items on the agenda" were provided.

While I must warn that I am not an attorney and I cannot provide legal advice, it is generally not my view that the rule in question requires previous notice of all items to be considered at the annual meeting, but rather, that notice be provided specifically of "the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer."

Certainly, the rule still apparently requires a draft agenda which includes all items known to be on the agenda, and the board has potentially failed to comply with this requirement, but I do not think that this means the organization is prohibited from conducting any business at the annual meeting.

Although I am a bit fuzzy on whether it is the case that no agenda was provided at all, or if an agenda was provided, but it doesn't include all the information it should (such as, for example, the elections). The posts seem a bit inconsistent on this point. The OP has said there are no "actionable items" (whatever that means) on the agenda. But the OP has stated (or at least implied) at various times that there is an agenda, which presumably means there are some items on it, since I'm not entirely clear on how you could have an agenda without any items on it.

On 3/12/2024 at 2:19 PM, Tina R said:

Neither the Notice or the Agenda list any "actionable" items or motion.  So I guess the more refined question is:  Can the Board change the agenda topics to add "actionable items" or motion if the Notice does not specify the action/motion needing members' vote.  Kinda like what comes first the chicken or the egg?

 

Edited March 15, 2024 at 12:31 PM by Josh Martin

[Tina R]

@Josh Martin The context of the initial Notice just stated, "The annual meeting is to be held on . . . " date, time via electronic video base participation - no agenda just that it is an annual meeting.  I asked to confirm if the Board election was to be conducted - which is to be held yearly @ the annual meeting.  No response.  There was no quorum formed @ the initial scheduled meeting so it was rescheduled because the Board could not ratify the 2024 Budget due to low attendance (no quorum).   Hence, my OP.

The context of the 2nd Notice for the rescheduled meeting again just stated it was an annual meeting but it came with an agenda - with only the general/normal topics (Reports of Officers, Continuing Business, and New Business).  The Notice and the agenda did not state a Board election (actionable item) would be conducted for members' voting.

This meeting happened last night.  Virtual meetings has helped serve an autocratic Board (in reference to @Joshua Katz word-bomb). The step to "adopt" the agenda to start the meeting was not attempted.  The members' mics were disabled so members could not use RONR protocol - only the Board's mics were enabled -  basically they are just talking among themselves.  Members use the comment field to raise questions/opinions and the moderator operating the virtual tool would respond to members via text but wouldn't allow a debate/discussion.  They chose which opinion that they will recognize to enable the mic -  No one can interject to "Point of Order" or object to consideration of a question or comment.

RONR (12th ed) 9:33 addresses basic types of electronic meetings but I couldn't find how the moderator or chair are to emulate video meeting as if the meeting where in a physical room in order for RONR rules.  In regards to the Board election (the actionable item) - the Board just said that they encourage the members to contact the Board if they have any interest then they will consider to conduct the election . . . efforts become pointless and reduced, its not a matter of complacency.

 

So @Gary Novosielski, yes I had a personal desire for an outcome - to have the meeting conducted properly with fairness.  I think everyone on this forum hold that same principle.  Now, like you, I can only wash my hands from this thread.

[Joshua Katz]

Forget about what RONR says - do your bylaws authorize electronic meetings?

It seems to me that a meeting held without members able to participate, thanks to a few members (not board members - they weren't present as such, no matter how much the organization lets them run it over) is null and void, and you still need to hold the annual meeting. What you've described isn't a meeting. In any case, if I were a member, I'd be initiating disciplinary procedures.

[Josh Martin]

On 3/15/2024 at 8:28 AM, Tina R said:

This meeting happened last night.  Virtual meetings has helped serve an autocratic Board (in reference to @Joshua Katz word-bomb). The step to "adopt" the agenda to start the meeting was not attempted.  The members' mics were disabled so members could not use RONR protocol - only the Board's mics were enabled -  basically they are just talking among themselves.  Members use the comment field to raise questions/opinions and the moderator operating the virtual tool would respond to members via text but wouldn't allow a debate/discussion.  They chose which opinion that they will recognize to enable the mic -  No one can interject to "Point of Order" or object to consideration of a question or comment.

RONR (12th ed) 9:33 addresses basic types of electronic meetings but I couldn't find how the moderator or chair are to emulate video meeting as if the meeting where in a physical room in order for RONR rules.  In regards to the Board election (the actionable item) - the Board just said that they encourage the members to contact the Board if they have any interest then they will consider to conduct the election . . . efforts become pointless and reduced, its not a matter of complacency.

To the extent an organization uses electronic meetings (and electronic meetings are permitted only if provided for in the organization's bylaws or applicable law), an organization is supposed to adopt its own rules on that subject. See RONR (12th ed.) 9:36, and Appendix: Sample Rules for Electronic Meetings for more guidance on this matter.

In any event, however, under the circumstances described, I'm not sure what recourse there is for members under RONR. There are a number of tools outlined in RONR, but if it's physically impossible for members to obtain the floor, they won't do much good. If members wish to pursue this matter further, they may need to consult an attorney to see if there is any legal recourse.

I suppose a first step might be for as many members as possible to flood the board with emails indicating interest in the election (and reminding the board the election is required). Perhaps that will persuade the board to hold the required annual election. If not, the emails should be preserved for evidence, in case this matter goes to court.

On 3/15/2024 at 8:44 AM, Joshua Katz said:

What you've described isn't a meeting. In any case, if I were a member, I'd be initiating disciplinary procedures.

As a practical matter, how do you propose to do that?

Edited March 15, 2024 at 02:02 PM by Josh Martin

[Joshua Katz]

What we know is that the board meets by teleconference and forced the organization to hold its annual meeting by teleconference. We don't know that it's impossible for the organization to meet physically, and we know there's a provision for special meetings. So there's at least some possible means of getting the disciplinary process started.