Is our board allowed to hold a special meeting and not allow member comment?

[Guest CuriousJ]

The new board of our soccer league recently made changes to the leadership of our organization which has resulted in a lot of angry members (parents). The board president has granted our request for a "special meeting" (via Zoom) but is unwilling to unmute members to ask questions. Instead, we are asked to submit our questions in advance and the president will read his responses to the members with no opportunity for member comment. According our league's by laws, we follow Robert's Rules for all meetings. I cannot find a section that states if the president's muting members is in accordance with Robert's Rules. Appreciate the feedback! 

[Joshua Katz]

Well you won't find that specifically because a Zoom meeting would need to be permitted in your own rules, which would presumably give the details. RONR does not, itself, permit electronic meetings.

That said, what is this to be a special meeting of? I'm guessing the membership. If so, then members have a right to speak, not to be pre-screened in what they say. Also, do your rules permit special meetings to be held when a request is granted by the president? In other words, does this whole process slot somewhere into your rules?

[Richard Brown]

Agreeing with Mr. Katz, if this is a special meeting of the membership as opposed to a special meeting of the board, it is inappropriate to prevent the members from speaking, debating, and asking questions unless you have adopted a rule to that effect.  The chair alone cannot impose such a rule unless the organization has explicitly given him that authority.  It is not authority he has simply by virtue of being chair or president.

[Guest CuriousJ]

Thank you both for the quick reply! Really appreciated. 

Joshua: Yes, this is a special meeting that the members have requested and the board has granted (our bylaws state that a special meeting can be called if 10% of our members request it of the board; although we didn't quite meet that threshold, the president decided to allow the meeting anyway).  I've read through all of our bylaws and I don't see anything mentioned about member participation for either regular or special meetings so it is not clear what the rules are for members actually being able to speak at meetings. Also, our bylaws do not state that electronic meetings are allowed. 

Richard: It does not state in our bylaws that the president, or any board member, has the ability to limit members from speaking, debating, or asking questions. 

Context: The board president has recently made some decisions that the members are unhappy with and he seems reluctant to be questioned publicly on those decisions (hence the notice that we will be muted and he will only grant us the ability to ask 10 pre-written questions). 

For reading pleasure, our league's bylaws for anyone very interested

Bylaws_2023_Membership_Approved_12072023__Rev1_.pdf

[Joshua Katz]

On 4/23/2024 at 5:30 PM, Guest CuriousJ said:

Yes, this is a special meeting that the members have requested and the board has granted (our bylaws state that a special meeting can be called if 10% of our members request it of the board; although we didn't quite meet that threshold, the president decided to allow the meeting anyway).

Well, then two things. First, it sounds like this is a special meeting of the membership. Second, the president had no power to call it.

On 4/23/2024 at 5:30 PM, Guest CuriousJ said:

I've read through all of our bylaws and I don't see anything mentioned about member participation for either regular or special meetings so it is not clear what the rules are for members actually being able to speak at meetings.

Absent anything funny in the bylaws, the rule is simple. Members of the body that is meeting have the right to participate fully in the proceedings.

But that is only true when there's a meeting. From what you've told us, the president had no business calling a meeting at all.

 

[Richard Brown]

On 4/23/2024 at 4:33 PM, Joshua Katz said:

But that is only true when there's a meeting. From what you've told us, the president had no business calling a meeting at all.

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

[Joshua Katz]

On 4/23/2024 at 6:06 PM, Richard Brown said:

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

I haven't either, but we were told:

On 4/23/2024 at 5:30 PM, Guest CuriousJ said:

(our bylaws state that a special meeting can be called if 10% of our members request it of the board; although we didn't quite meet that threshold, the president decided to allow the meeting anyway)

 

[Richard Brown]

On 4/23/2024 at 5:06 PM, Richard Brown said:

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

 

On 4/23/2024 at 5:22 PM, Joshua Katz said:

I haven't either, but we were told:

 

On 4/23/2024 at 5:22 PM, Joshua Katz said:

our bylaws state that a special meeting can be called if 10% of our members request it of the board; although we didn't quite meet that threshold, the president decided to allow the meeting anyway)

The way I read all that, it doesn't say the president cannot call special meetings or that only the membership can request (or call) one.  The quoted provision just permits ten percent of the members to request (or to call) a special meeting.  We need to know whether the president is authorized to call special meetings on his own.  It is my experience that the president quite frequently does have that power.

Edited April 23, 2024 at 10:35 PM by Richard Brown
Edited last paragraph. Don't remember exactly in what manner.

[Guest CuriousJ]

There two cases where special meetings are mentioned in our bylaws: 

1. "The Club will provide equitable and prompt hearing of grievances by its
Members, including grievances involving the right to participate in activities
sponsored by the Club. Hearings must be requested in writing to the President."

2. "Special Meetings: Special Meetings of the Board of Directors may be called at the
discretion of the President, three (3) or more Members of the Board of Directors or
by 10% or more of the Members of the Club."

On 4/23/2024 at 2:33 PM, Joshua Katz said:

Absent anything funny in the bylaws, the rule is simple. Members of the body that is meeting have the right to participate fully in the proceedings.

 

Thank you for this point; regardless if what type of meeting this is, either a "grievance hearing" or a "special meeting," the members should be able to participate fully which means not being muted. I honestly don't know what recourse we have though--not go to the meeting and even voice our concerns, officially document that this occurred in the meeting notes, etc. The bylaws don't state that members can remove a board member: "Removal: Any Executive Board member may be removed from office, with or
without cause, by affirmative vote of two thirds of the Executive Board members. Any officer who is absent without cause and no prior notice to the Secretary from three
(3) consecutive Board meetings or being negligent in his or her duties to the Club, may be subject to removal by the Executive Board."

This is just one more reason why this board is not functioning the way we had hoped. Appreciate your quick and helpful advice! 

[Atul Kapur]

What is being planned does not sound like a meeting. It sounds like an informal session where the president controls all aspects. That's not a meeting as RONR considers it - in   aproper meeting the members control, within the rules; I'm not certain it qualifies as a "hearing" either.

You may want to attend and still insist on a proper meeting.

[Richard Brown]

On 4/23/2024 at 6:14 PM, Guest CuriousJ said:

2. "Special Meetings: Special Meetings of the Board of Directors may be called at the
discretion of the President, three (3) or more Members of the Board of Directors or
by 10% or more of the Members of the Club."

This provision refers only to special meetings of the Board of Directors, not to special meetings of the membership.  Do your bylaws provide for special meetings of the MEMBERSHIP? 

At board meetings, non-board members have only whatever rights your own rules confer on them.  Under the rules in RONR, people who might be members of the organization but are not members of the board have no rights whatsoever even to attend the board meetings, let alone speak at them.  Your rules, or perhaps state law, might grant non-board members some of those rights, but RONR does not.  Of course, the board may probably PERMIT non-board members to attend and even to speak, but the board is under no obligation to do so per the rules in RONR.

Board meetings and membership meetings are completely different things.  The distinction is very important.