Board blowing off both RR and own Bylaws - now what?

[Guest Apple]

At last night's Board meeting, my motion to amend previously-approved minutes to include the vote count of a major motion was shot down in flames, people saying they didn't like RR, including the vote count is divisive, get over it, etc.  (I had been on the losing side of that motion, 6-7, so not trying to rub anyone's nose in it.)  Also said that since the vote count had not been announced aloud by the teller when the vote was taken, the count could not be included because minutes must include only what is said or done at that meeting.  I read the relevant sentence (45:40) and they didn't care.

BTW, the Exec Comm had announced, at the immediately previous meeting, that henceforth the Minutes would now be strictly Robert's Rules, including only actions and decisions.  Before that, the minutes appeared to be an organized version of automated voice-to-text transcription of the meeting discussions; I suspect the change was because people were starting to complain about their statements at meetings getting mis-transcribed such that their points were being lost.  (Said announcement was not itself included in the minutes of the meeting during which it was announced.)

They are also blowing off our own Bylaws (no year-end financial report for last fiscal year, no periodic meetings of entire membership, budget due last November not presented yet, no budget for past 2 years, 2 Standing Committees have no members, demanding votes by email for issues too "urgent" to wait til next month for discussion [and then resistance to recording the outcome of the online vote in the next meeting's Minutes because the vote was not something "said or done" at the meeting!], etc.).

What do I do?  I was on this Board years ago and just rejoined a few months ago.  Back then we followed our Bylaws, and even though we were a little loose with RR (small Board), there was never this sort of contempt for either RR or other Board members.

All suggestions appreciated.  Thank you.

[Joshua Katz]

Well, I'm not sure enough of the facts to be certain that the first paragraph describes a blowing off of RONR. But let's assume it is, and the organization is also blowing off its bylaws. In my ordinary organizations, the solutions are to elect a different board, or perhaps for the membership to remove board members, via discipline or by ending their terms if the bylaws so allow. To do either of those things, the membership has to care enough. If that's not the case, and you can't make it so, then the organization will function in an unfair and inefficient manner. 

In the vast majority of cases, there is no RONR police, and no where outside of your organization to turn when the organization ignores its rules. 

[Josh Martin]

On 4/19/2024 at 6:30 PM, Guest Apple said:

At last night's Board meeting, my motion to amend previously-approved minutes to include the vote count of a major motion was shot down in flames, people saying they didn't like RR, including the vote count is divisive, get over it, etc.  (I had been on the losing side of that motion, 6-7, so not trying to rub anyone's nose in it.)  Also said that since the vote count had not been announced aloud by the teller when the vote was taken, the count could not be included because minutes must include only what is said or done at that meeting.  I read the relevant sentence (45:40) and they didn't care.

Well, they raise an interesting point of saying that perhaps the count should not be included because it was never read, but RONR also requires the count to be read. So it seems to me the count should now be read at the next board meeting (or as soon as possible) and included in those minutes. In any event, RONR is clear that the count is to be read and included in the minutes. If this was a ballot vote, the teller's report should be included in full.

"The chairman of tellers, standing, addresses the chair, reads the tellers' report, and hands it to the chair without declaring the result. In the case of an election, the report follows this form:" RONR (12th ed.) 45:37

"The tellers' report is entered in full in the minutes, becoming a part of the official records of the organization. Under no circumstances may this be omitted in an election or in a vote on a critical motion out of a mistaken deference to the feelings of unsuccessful candidates or members of the losing side." RONR (12th ed.) 45:40

"a) When a count has been ordered, the number of votes on each side is entered, unless the vote was on a motion that would not otherwise be entered in the minutes.
b) When the voting is by ballot, the full tellers' report (45:37–40) is entered.
c) When the voting is by roll call, the names of those voting on each side and those answering “present,” as well as the total number in each category, are entered. If members who are present fail to respond on a roll-call vote, enough of their names must be recorded as present to reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes." RONR (12th ed.) 48:5

If the organization wishes to adopt its own rules of order providing that the count shall not be recorded (or even read), I suppose the organization is free to do so, but I would strongly advise against it. I strongly disagree with the view that reading the count or including the count in the minutes is "divisive." There a number of very good reasons to include the result of a counted vote in the minutes, such as to inform members of the feasibility of raising such an issue in the future, or to inform the assembly of whether a recount may be desirable, and so forth.

"To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting." RONR (12th ed.) 48:3

On 4/19/2024 at 6:30 PM, Guest Apple said:

BTW, the Exec Comm had announced, at the immediately previous meeting, that henceforth the Minutes would now be strictly Robert's Rules, including only actions and decisions.  Before that, the minutes appeared to be an organized version of automated voice-to-text transcription of the meeting discussions; I suspect the change was because people were starting to complain about their statements at meetings getting mis-transcribed such that their points were being lost.  (Said announcement was not itself included in the minutes of the meeting during which it was announced.)

Well, at least they're doing something right. The organization is to be commended for addressing this issue of including too much detail in the minutes. Although it appears that they have perhaps now overshot the mark and are including too little detail in the minutes.

On 4/19/2024 at 6:30 PM, Guest Apple said:

They are also blowing off our own Bylaws (no year-end financial report for last fiscal year, no periodic meetings of entire membership, budget due last November not presented yet, no budget for past 2 years, 2 Standing Committees have no members, demanding votes by email for issues too "urgent" to wait til next month for discussion [and then resistance to recording the outcome of the online vote in the next meeting's Minutes because the vote was not something "said or done" at the meeting!], etc.).

I take it these references to "no year-end financial report for last fiscal year, no periodic meetings of entire membership, budget due last November not presented yet, no budget for past 2 years, 2 Standing Committees have no members" all relate to issues with compliance with your bylaws. All I can say is that your organization is required to follow its bylaws.

With respect to "demanding votes by email for issues too "urgent" to wait til next month for discussion [and then resistance to recording the outcome of the online vote in the next meeting's Minutes because the vote was not something "said or done" at the meeting!]," I would say the following:

First, votes by email are only permissible at all if authorized in the organization's bylaws or applicable law.

To the extent votes by email are authorized, certainly the decisions made in this manner will have to be recorded somewhere. It's correct that RONR does say that the minutes should only contain the decisions made at the meeting, but RONR assumes that all decisions by the assembly are made at a meeting, and therefore does not address the question of how to record decisions made by the assembly outside of a meeting. (Or strictly speaking, decisions made by the assembly's members outside of a meeting, because there is no "assembly" outside of a meeting.)

"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1, emphasis added

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws." RONR (12th ed.) 45:56

"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings 2—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12tth ed.) 49:16

So RONR itself tells an organization that if the organization chooses to conduct voting by email, what is said in RONR will have to be taken with a grain of salt, because the rules in RONR do not contemplate conducting the deliberative process in that manner.

As I have said previously, obviously the decisions made in this manner will have to be recorded somewhere, both as a parliamentary and practical manner. My own personal experience is that most organizations choose to record these decisions in the minutes - generally either in the minutes of the regular meeting immediately prior to the electronic vote or the minutes of the regular meeting immediately after the electronic vote.

This is by no means, however, the only way to do it. Conceivably, the assembly could instead develop a separate set of minutes for decisions occurring outside of a meeting, covering some set period of time. (Between regular meetings, monthly, quarterly, annually, etc.) The key thing is that the decisions should be recorded somewhere.

On 4/19/2024 at 6:30 PM, Guest Apple said:

What do I do?  I was on this Board years ago and just rejoined a few months ago.  Back then we followed our Bylaws, and even though we were a little loose with RR (small Board), there was never this sort of contempt for either RR or other Board members.

Is this board subordinate to a higher authority (e.g. the general membership)? If so, you could take your case to them.

Beyond that, you don't really have any parliamentary options at your disposal beyond persuading your fellow board members. It is ultimately up to an organization to enforce its own rules, including the rules in the parliamentary authority adopted by the organization. As Mr. Katz notes, there is no "RONR Police."

It may be (or may not be) that there could be legal recourse available, but that is beyond the scope of RONR and this forum, and any questions along those lines should be directed to an attorney.

Edited April 20, 2024 at 02:49 PM by Josh Martin

[Rob Elsman]

Were Mr. Mervosh with us, he would remind us that there is not a Robert's Rules Police Force (known as an RRPF in law enforcement 😉).  Assuming that the members of this board are elected, I would assume that the board is working just the way that the electors want it to; otherwise, they would have elected different members who are more competent.  This being so, the path to improvement is straightforward--the organization can be more discerning about who is elected to the board in future elections.

[Guest Apple]

>Is this board subordinate to a higher authority (e.g. the general membership)? If so, you could take your case to them

There are supposed to be several meetings of the general membership every year, with the dates set forth in the Bylaws, but as far as I can tell, no such meetings have been called or held for over 2 years.  Nor are minutes and Board meeting notices being sent to the membership every month, as directed in the Bylaws.  I think the only email that has gone to the general membership, aside from seeking volunteers for the annual festival, is the annual ballot.

We're sort of a "Friends of the Parks" organization, and people become members of the organization by being trained as a particular level of volunteer, which is done by park employees.  There's a lot to learn to be this kind of volunteer, and I quite understand not wanting to overwhelm the prospective volunteers during the initial training.  Frankly, though, I don't know if new volunteers are told *anything* about the nonprofit they've just become members of, even subsequently.  I know someone who just got trained, so I can at least ask them.  

Also, although I have a list of my fellow Board members, I have not been given any list of the general membership.  I don't know if *anyone* on the Board has been given such a list by the park people.  They tell us at every meeting how many people they've trained since the last meeting, but never any names.  I don't even know how many members the organization has.

>Beyond that, you don't really have any parliamentary options at your disposal beyond persuading your fellow board members. It is ultimately up to an organization to enforce its own rules, including the rules in the parliamentary authority adopted by the organization. As Mr. Katz notes, there is no "RONR Police."

That's what I was afraid of.  The ONLY thing I have persuaded them to do is document the results of the (not-allowed) email votes in the Minutes.  I thought my request to include the count of the 6-7 vote was pretty innocuous, particularly in light of the announcement at the prior meeting about adhering to RR for the minutes.  It's right out of Aesop, "Any excuse will serve a tyrant."  

Getting more Bylaws-adherent people elected to the Board is my long-range plan - the only plan I have, in fact - but given the staggered terms and the specific individuals whose terms are up this year, the earliest election at which that is even a possibility is a year and a half away.  The Nominating Committee is majority Bylaws-adherent, at least.  I hate to say that they're the only "weapon" the Bylaws adherents have, but they are.

Thanks.

[Josh Martin]

On 4/22/2024 at 7:49 AM, Guest Apple said:

There are supposed to be several meetings of the general membership every year, with the dates set forth in the Bylaws, but as far as I can tell, no such meetings have been called or held for over 2 years.

Well, that seems to be an even bigger problem, so that should be rectified as soon as possible.

On 4/22/2024 at 7:49 AM, Guest Apple said:

Nor are minutes and Board meeting notices being sent to the membership every month, as directed in the Bylaws.

This should, of course, be corrected.

On 4/22/2024 at 7:49 AM, Guest Apple said:

The ONLY thing I have persuaded them to do is document the results of the (not-allowed) email votes in the Minutes.

Small victories.

On 4/22/2024 at 7:49 AM, Guest Apple said:

Getting more Bylaws-adherent people elected to the Board is my long-range plan - the only plan I have, in fact - but given the staggered terms and the specific individuals whose terms are up this year, the earliest election at which that is even a possibility is a year and a half away.  The Nominating Committee is majority Bylaws-adherent, at least.  I hate to say that they're the only "weapon" the Bylaws adherents have, but they are.

I think this is, unfortunately, correct.