Closed Board Meetings - Do's and Don'ts

[Guest Nittany SeaLion]

I'm hoping to get clarification about something that I feel violates the basic tenets of Robert's Rules.

Our Commodore has asked that I add to the Agenda, a motion to remove the statement that allows for Open Board Meetings in our Bylaws.  Currently, our General members can attend the Board meetings but not speak unless they provide 24 hr notice.  He has already "outlawed' my sharing the meeting agenda or meeting minutes with the General membership.

My concern is that if this amendment to close our Board meetings passes our general membership has no ability to understand what the Board is discussing, deciding or voice concerns, dissent. They are essentially shut out from coming to observe OR getting a written notification or history of how the Club is being run.

Does Robert's Rules allow this to happen? The first sentence in our Bylaws states that our meetings and procedures are to be run in accordance with Robert's Rules.

**I would like to add that the Board has full authority to make amendments to the Bylaws without General Membership support.  

[Dan Honemann]

On 7/2/2024 at 12:20 PM, Guest Nittany SeaLion said:

I'm hoping to get clarification about something that I feel violates the basic tenets of Robert's Rules.

Our Commodore has asked that I add to the Agenda, a motion to remove the statement that allows for Open Board Meetings in our Bylaws.  Currently, our General members can attend the Board meetings but not speak unless they provide 24 hr notice.  He has already "outlawed' my sharing the meeting agenda or meeting minutes with the General membership.

My concern is that if this amendment to close our Board meetings passes our general membership has no ability to understand what the Board is discussing, deciding or voice concerns, dissent. They are essentially shut out from coming to observe OR getting a written notification or history of how the Club is being run.

Does Robert's Rules allow this to happen? The first sentence in our Bylaws states that our meetings and procedures are to be run in accordance with Robert's Rules.

**I would like to add that the Board has full authority to make amendments to the Bylaws without General Membership support.  

Well, you do not have to add this item to the proposed (I assume) agenda just because the Commodore asked you to, but I don't see any way for you to stop your Board from amending your bylaws in any way they wish to amend them.

[Richard Brown]

On 7/2/2024 at 11:20 AM, Guest Nittany SeaLion said:

I would like to add that the Board has full authority to make amendments to the Bylaws without General Membership support.  

Does the membership also have the ability to make amendments to the bylaws? Or do the bylaws grant the board the sole and exclusive authority to make amendments to the bylaws?

If it’s the latter, I’m afraid your only recourse may be to try to get support from other members to convince the board members that such an amendment is not a good idea and would not be in the best interest of the organization. I would also suggest that you have as many members as possible appear at the board meeting where the amendment is considered to speak against adoption of the amendment. 

There MIGHT be other options. For example, is the organization Incorporated? If so, you might check the articles of incorporation to see if there is a provision which contradicts the provision in the bylaws. In the case of a conflict, the language in the articles of incorporation usually controls.  There also might be applicable state statutes regarding amendment of bylaws  You might also review whatever provisions are in your bylaws for the removal of officers and board members. 

Finally, you might review the provisions of sections 62 in RONR (12th ed.) regarding “removal from office and other remedies for dereliction of duty in office or misconduct“. Keep in mind that any removal procedures in your bylaws will take precedence over the provisions of RONR. Also, as mentioned in 62:16, pay close attention to the exact language in your bylaws (and other governing documents, such as articles of incorporation) regarding terms of office and whether the officers serve until their successor are elected. The EXACT language used is critical.

 

[Guest Nittany SeaLion]

Thanks for the input - I was hoping that there was something concrete that I could point to in Robert's Rules that shows general membership should have access to agendas and meeting minutes - not just upon request.  I don't like the idea of closed meetings - but closed meetings and no published agendas or meeting minutes is hard for me to stomach.

 

[Joshua Katz]

On 7/2/2024 at 10:50 AM, Guest Nittany SeaLion said:

I was hoping that there was something concrete that I could point to in Robert's Rules that shows general membership should have access to agendas and meeting minutes - not just upon request. 

There is no such concrete statement in RONR. Indeed, the opposite is true - unless your rules say otherwise, members of a body have access to these things, except that the membership can demand the board produce its minutes.

[Richard Brown]

Guest Nittany, what Mr. Katz means by his comment above is that only members of the particular body which is meeting, in this case the board of directors, have the right to view the minutes of the meetings of that body. However, if the rules in RONR are controlling, the general membership can order the board to produce minutes or to have them read to the assembly. §49:19 RONR (12th ed.). However, it is possible your organization has rules that supersede those in RONR.

[Gary Novosielski]

On 7/2/2024 at 9:02 PM, Joshua Katz said:

There is no such concrete statement in RONR. Indeed, the opposite is true - unless your rules say otherwise, members of a body have [no] access to these things, except that the membership can demand the board produce its minutes.

Suggested addition.

[Joshua Katz]

Rejected. Members of a body have access to minutes and agendas, non-members do not.