Board refuses to allow motion

[Guest Guest]

We are a small not for profit board in a private, member owned club. A member questioned the Board at a monthly meeting why we ended the year negative $50,000.  The member only questioned and asked for an explanation of how much was spent and where in the budget the money (or lack of) came from. No answer was given by the Board. That same member was later called before the Board to an executive meeting and told they were suspended for two weeks.  

No reason was given by the Board to the member for the suspension. The Board did not follow our by-laws regarding suspension (written notice to appear with reason stated and by-law infraction noted, if applicable, and first “offense” is a one week suspension, not two). The member questioned their decision,  but complied. 

Fast forward to our all members meeting.The member who was suspended made a motion in open forum (it was seconded) to have the suspension rescinded and the offense removed from their file because the board did not follow by-law protocol in the suspension process. The Board stated that because the suspension was done in executive session, they will not acknowledge the motion because it “can’t be talked about”. The member stated protocol was being questioned, not what was discussed in executive session. They refused to allow the membership to vote on the motion made, and told the member to “follow your by-laws and appeal our decision in writing to the grievance committee”. They were also told by the VP to “seek counsel”. Was the Board correct in their decision? What happens to the member’s motion? 

[rulesasker]

On 5/5/2024 at 11:06 PM, Guest Guest said:

The Board stated that because the suspension was done in executive session, they will not acknowledge the motion because it “can’t be talked about”.

They do need to at least say what is necessary to carry out what was done in executive session. I think that just means they need to say that the member was suspended. But they cannot discuss what else was done and said without voting in executive session to divulge it.

On 5/5/2024 at 11:06 PM, Guest Guest said:

“follow your by-laws and appeal our decision in writing to the grievance committee”.

Do the bylaws include some kind of appeal process for the board's suspension decisions? I believe if so, then that process would need to be followed even if it is true that the board did not follow the bylaws in making the decision.

On 5/5/2024 at 11:06 PM, Guest Guest said:

What happens to the member’s motion? 

Did the meeting chair rule the motion out of order? You state that after the member made the motion, the board did something. But the chair is the next person to speak after a motion is made. If the chair ruled the motion out of order because the board has decided that the member is suspended, then the member can raise a point of order that he is not in fact suspended (because a procedure was not followed). If the chair then says that his point of order is not well taken, then the member can appeal to the rest of the meeting, and they will vote on whether to uphold the chair's decision.

But wouldn't it be easier to just ask someone else to make the motion? You said it had a second, so that person can make the motion. If it comes down to a tie vote, I guess then you truly do need to worry about whether the member is suspended or not.

[Josh Martin]

On 5/5/2024 at 11:06 PM, Guest Guest said:

The member who was suspended made a motion in open forum (it was seconded) to have the suspension rescinded and the offense removed from their file because the board did not follow by-law protocol in the suspension process.

Was the member still suspended at this time?

If so, I think that the motion was not in order on the grounds that a member whose rights are currently under disciplinary suspension can't make motions. Some other member could have made the motion.

If not, I think that the part of the motion which relates to rescinding the suspension was out of order because there was no longer any suspension in effect to "rescind."

I don't know quite what is meant by the part of the motion which states "and the offense removed from their file." There is no such thing as a disciplinary "file" under the rules in RONR. If this motion has some meaningful application under your rules, then I suppose it would be in order. Again, however, a member whose rights are currently under disciplinary suspension cannot make motions.

Finally, because it is alleged that "the board did not follow by-law protocol in the suspension process," I think it would be preferable to raise a Point of Order that the suspension is null and void, rather than to move to rescind the suspension. A motion to rescind would be more appropriate if the board had followed the rules, but there was disagreement over the merits of the board's action.

On 5/5/2024 at 11:06 PM, Guest Guest said:

The Board stated that because the suspension was done in executive session, they will not acknowledge the motion because it “can’t be talked about”. The member stated protocol was being questioned, not what was discussed in executive session.

I think the board has somewhat reasonable concerns about discussing disciplinary matters in open session, even if the motion related to the procedural aspects of the suspension rather than the merits.

The appropriate protocol, however, would have been to move for the membership to enter executive session to discuss this matter, not to simply refuse to consider the motion.

Also, when you say "The Board stated..." I assume what you actually mean is someone (presumably the chair) made this statement on the Board's behalf, not that all members of the Board were eerily speaking in unison.

On 5/5/2024 at 11:06 PM, Guest Guest said:

They refused to allow the membership to vote on the motion made, and told the member to “follow your by-laws and appeal our decision in writing to the grievance committee”.

Well, if the organization does indeed have customized rules on this matter, the board may well be correct that this is the appropriate course of action.

On 5/5/2024 at 11:06 PM, Guest Guest said:

They were also told by the VP to “seek counsel”.

Probably good advice.

On 5/5/2024 at 11:06 PM, Guest Guest said:

Was the Board correct in their decision?

I don't think I can say for sure whether the chair's ruling was correct, as this appears to involve customized rules in your organization's bylaws.

On 5/5/2024 at 11:06 PM, Guest Guest said:

What happens to the member’s motion? 

It would appear that, although the chair failed to use the correct words in this matter, the chair essentially ruled the motion out of order, and it appears that decision was not appealed from. So the motion is, for now, dead.

The member (or some other member) could attempt to raise this matter again at a future meeting of the membership. Prior to that meeting, it would be advisable to study up on RONR (12th ed.) Section 23 (Point of Order), Section 24 (Appeal), and 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting). It would also be advisable to study up on the organization's customized rules relating to disciplinary procedures.

On 5/6/2024 at 8:04 AM, rulesasker said:

But they cannot discuss what else was done and said without voting in executive session to divulge it.

The membership could also order the board to disclose such matters, although the membership should itself enter executive session before doing so.

On 5/6/2024 at 8:04 AM, rulesasker said:

I believe if so, then that process would need to be followed even if it is true that the board did not follow the bylaws in making the decision.

This may or may not be correct. I do not know the nature of the organization's appeal process and whether this appeal process pertains to appeals questioning the merits of the board's decision, pertains to appeals questioning the validity of the board's decision, or both.

On 5/6/2024 at 8:04 AM, rulesasker said:

Did the meeting chair rule the motion out of order? You state that after the member made the motion, the board did something. But the chair is the next person to speak after a motion is made. If the chair ruled the motion out of order because the board has decided that the member is suspended, then the member can raise a point of order that he is not in fact suspended (because a procedure was not followed). If the chair then says that his point of order is not well taken, then the member can appeal to the rest of the meeting, and they will vote on whether to uphold the chair's decision.

As I understand the facts, although the chair failed to use the correct terminology in this matter, the chair appears to have ruled the motion out of order on the grounds that:

• The matter in question was discussed in executive session.
• The organization has its own appeals process in its bylaws, which is controlling.

The first grounds are certainly incorrect. The fact that a matter was discussed in executive session may well be a reason for the membership to enter executive session, but it is not a reason to rule the motion out of order.

The second grounds may or may not be incorrect, but since I am not familiar with the organization's rules on this matter, I don't think I can say for sure.

It does not appear that the motion was ruled out of order on the grounds that the member was under disciplinary suspension.

Edited May 6, 2024 at 01:44 PM by Josh Martin

[Joshua Katz]

Agreeing with the above, I'd just add/emphasize that the Board is not present, as such, during meetings of the membership. The Board cannot make decisions when it is not meeting, and so cannot take any action at a membership meeting. 

[Richard Brown]

On 5/6/2024 at 8:33 PM, Joshua Katz said:

Agreeing with the above, I'd just add/emphasize that the Board is not present, as such, during meetings of the membership. The Board cannot make decisions when it is not meeting, and so cannot take any action at a membership meeting. 

I agree, and I have been wondering the entire time I was reading this thread why “the board“ is running or controlling a membership meeting. Unless this group has unusual bylaws, the board has no authority as a board at membership meetings. Board members are present just as ordinary Members and have no special standing as a “board“ a membership meeting. 

[Guest Zev]

I get the impression that the board is trying to intimidate the member by way of a suspension in order to suppress him, and any other member, from getting to the facts surrounding what happened to the unaccounted-for fifty thousand dollars.

[Guest Guest Guest]

Thank you everyone for your answers. To clear up a few questions - 

The member had already served the 2 week suspension and was back to being a member in good standing. 
 

Our club has always had the Board present and presiding over our 3 membership meetings a year since it’s inception 40 some years ago. 

The member requested the removal of the suspension from their file because if the suspension remains in their file (on their “record” so to speak), if another disciplinary action is taken against them in the future, the Board can order the member to be permanently banned from the club. I believe they are “stacking” offenses, or laying the groundwork,  against  the member in order to have them permanently removed from the club in the near future. The Board has already permanently banned one Associate member already - both instances these members questioned the President’s actions. I feel that they are setting some sort of precedence that anyone who disagrees with the President/Board will be suspended. It makes the environment difficult to express any views that aren’t in align with those of the club, for fear of being suspended. 
 

At your advice, the member will file an appeal of the Board’s decision. 
 

I am going to ask a separate question in this forum regarding the original mention of the negative $50,000 amount. 

[Joshua Katz]

On 5/7/2024 at 1:09 PM, Guest Guest Guest said:

Our club has always had the Board present and presiding over our 3 membership meetings a year since it’s inception 40 some years ago. 

I still don't know what this means. If a member rises to a point of order, what happens? 

If I had a board that tried to dictate during membership motions that questions about finances lead to suspension, and that could not account for $50k, I would be reviewing the bylaws pertaining to removal of board members.

[Gary Novosielski]

On 5/7/2024 at 4:09 PM, Guest Guest Guest said:

Our club has always had the Board present and presiding over our 3 membership meetings a year since it’s inception 40 some years ago. 

The longer you've been doing it wrong, the greater the benefit of starting to do it right.