Invalid motion

[Guest Anonymous]

We are a small, not for profit, member-owned private club. On more than one occasion, motions that have been made and seconded during open forum (where our members can speak) have been immediately deemed “Invalid Motion” by the President with no given reason and subsequently no vote is taken. The President seems to do this on issues that might go against his personal wants. When he is questioned on what basis the motion is invalid, he responds “I don’t have to tell you - I ruled invalid and that’s the end of it”. On other occasions, he states that the motion is going against our by-laws. But when brought to his attention that the motion clearly doesn’t go against the by-laws (members quote our exact by-laws word for word), he says his decision still stands. Several times after members made a motion and he ruled it invalid, those members had grievances filed against them for “code of conduct” and suspended from the club. Is there anything the membership can do to stop this? Is he (or the board in general) required to give reason for not allowing the motion? Three members have already been suspended by him for bringing forth the supposed “invalid motions”. Now many members are afraid to make any motions or request information for fear of being suspended. Thank you in advance for your consideration to this matter. 

[Josh Martin]

On 9/23/2024 at 3:36 PM, Guest Anonymous said:

Is there anything the membership can do to stop this?

Well, ultimately, I recommend firing the President, as this behavior is completely unacceptable and inappropriate for the presiding officer.

In the interim, I would note that the President's rulings are subject to Appeal (because the President is, in fact, incorrect when he says "I don’t have to tell you - I ruled invalid and that’s the end of it"), and a majority is required to overturn the chair's ruling.

The assembly may also suspend the rules to have someone else other than the President preside, although this will require a 2/3 vote for adoption. The effect of this motion lasts only for a single meeting.

In order to permanently remove the President, you should see what your bylaws say on that subject. If they are silent on the subject of removal of officers, we would need to know the exact wording your bylaws use to define the term of office for officers in order to advise regarding next steps.

I would advise that before the next meeting, you review 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).

On 9/23/2024 at 3:36 PM, Guest Anonymous said:

Is he (or the board in general) required to give reason for not allowing the motion?

Yes, the President is required to give his reasoning for ruling the motion out of order.

Indeed, the rationale is quite important, in order to educate members on the rules, to serve as a precedent for the guidance of future chairs (the ruling and the rationale are recorded in the minutes), and to inform members on the basis for the chair's ruling for informed debate on any subsequent appeal.

The board is not required to give any reasoning for not allowing the motion, because the board has nothing to do with it.

Edited September 23, 2024 at 09:02 PM by Josh Martin

[Dan Honemann]

On 9/23/2024 at 4:36 PM, Guest Anonymous said:

We are a small, not for profit, member-owned private club. On more than one occasion, motions that have been made and seconded during open forum (where our members can speak) have been immediately deemed “Invalid Motion” by the President with no given reason and subsequently no vote is taken.

This is the part that puzzles me.  Are you referring here to meetings of your club's board?  If so, what, exactly, do your bylaws say about the rights of members to attend board meetings and to speak.

[Josh Martin]

I should add at this point that my initial response assumed that this scenario was occurring during a meeting of the membership. If this is in fact all occurring during a meeting of the board, and persons who are members of the society (but not members of the board) are attempting to make motions at board meetings, that is a very different situation.

Edited September 23, 2024 at 09:17 PM by Josh Martin

[Guest Anonymous]

The meetings in which the invalid motion rulings are occurring are at our three yearly membership meetings. The board has always been present and presided over those meetings. 
We do have procedures to remove an officer. However, the motion was asking the membership to vote for the President to step down (not be permanently removed) until a lawsuit brought against him by a member has been resolved. If the judgement is for the President, he can resume his position. If it’s against him, the membership will take measures to remove him according to our by-laws. 

[Gary Novosielski]

On 9/23/2024 at 7:13 PM, Guest Anonymous said:

The meetings in which the invalid motion rulings are occurring are at our three yearly membership meetings. The board has always been present and presided over those meetings. 
We do have procedures to remove an officer. However, the motion was asking the membership to vote for the President to step down (not be permanently removed) until a lawsuit brought against him by a member has been resolved. If the judgement is for the President, he can resume his position. If it’s against him, the membership will take measures to remove him according to our by-laws. 

Unless your bylaws are very unusual, the board is not in session during a membership meetings and so does not actually exist as a board except when convened in a board meeting. 

While the president typically presides over both board meetings and membership meetings, and board members can attend membership meetings if they are in fact members of the organization (this is usually the case, but there are exceptions), but they can't make any decisions as a board, much less preside over the meeting.  Most regular members of this forum would recommend that board members not be seated in any position suggesting authority, such as at the front of the room, and that they be seated among the membership as ordinary members.

I would recommend that you don't let this board get away with it.

 

Edited September 24, 2024 at 01:34 AM by Gary Novosielski

[Dan Honemann]

On 9/23/2024 at 4:36 PM, Guest Anonymous said:

We are a small, not for profit, member-owned private club. On more than one occasion, motions that have been made and seconded during open forum (where our members can speak) have been immediately deemed “Invalid Motion” by the President with no given reason and subsequently no vote is taken.

 

On 9/23/2024 at 7:13 PM, Guest Anonymous said:

The meetings in which the invalid motion rulings are occurring are at our three yearly membership meetings. The board has always been present and presided over those meetings. 

How in the world can it be possible that members present at your "membership meetings" are permitted to speak only "during open forum"?  And why do these members allow these meetings to be "presided over" by your board if it isn't the board's meeting?

Are you really sure these aren't board meetings?

[Guest Anonymous]

Thank you everyone for your input. Our board is made of members of our club, and have presided over all meetings since the inception of our club decades ago. Each board member (with the exception of the President) is required to chair over a committee as well as serving on the board. 
Yes, I am quite sure these are member’s meetings, held three times per year. The members are allowed to attend board meetings, but cannot speak until open forum unless the board directly speaks to us. 
At the members’ meetings, we can occasionally ask questions about the committee reports, or contribute if the board acknowledges the member’s raised hand, or if a motion is brought up and there’s discussion. During open forum is when most member concerns, discussion, and motions happen. 

[Atul Kapur]

On 9/23/2024 at 10:38 PM, Guest Anonymous said:

Our board is made of members of our club, and have presided over all meetings since the inception of our club decades ago

The point that the replies have been making is that only the president and the secretary have roles at a membership meeting; other members of the board are treated the same as any other member at a membership meeting - they have no extra authority or power than any other member.

On 9/23/2024 at 10:38 PM, Guest Anonymous said:

At the members’ meetings, we can occasionally ask questions about the committee reports, or contribute if the board acknowledges the member’s raised hand

The chair should be the one recognizing members to speak, not the board. And your mention of "if the board acknowledges the member’s raised hand" is very troubling. Why wouldn't the chair recognize a member who properly requests recognition?

On 9/23/2024 at 10:38 PM, Guest Anonymous said:

members are allowed to attend board meetings, but cannot speak until open forum

 

On 9/23/2024 at 10:38 PM, Guest Anonymous said:

During open forum is when most member concerns, discussion, and motions happen

These two quotes are confusing. You mention open forum as a part of board meetings but the second quote suggests members are allowed little or no participation at members' meetings until the open forum.

[Josh Martin]

On 9/23/2024 at 6:13 PM, Guest Anonymous said:

The board has always been present and presided over those meetings. 

I don't understand what this means, but I am sure you cannot mean this literally.

The chair presides over the meetings. The board does not.

On 9/23/2024 at 6:13 PM, Guest Anonymous said:

The meetings in which the invalid motion rulings are occurring are at our three yearly membership meetings.

Then I stand by what I said in my original post.

On 9/23/2024 at 6:13 PM, Guest Anonymous said:

We do have procedures to remove an officer. However, the motion was asking the membership to vote for the President to step down (not be permanently removed) until a lawsuit brought against him by a member has been resolved. If the judgement is for the President, he can resume his position. If it’s against him, the membership will take measures to remove him according to our by-laws. 

But why wait for the resolution of the lawsuit? That could take ages. Just remove him now.

On 9/23/2024 at 9:38 PM, Guest Anonymous said:

Our board is made of members of our club, and have presided over all meetings since the inception of our club decades ago.

I still don't understand what you mean when you say the board "presides" over the membership meetings. How does this work, in practice? Other than the chair, what do the other board members do during the meetings that you think think constitutes "presiding" over the meetings?

On 9/23/2024 at 9:38 PM, Guest Anonymous said:

At the members’ meetings, we can occasionally ask questions about the committee reports, or contribute if the board acknowledges the member’s raised hand, or if a motion is brought up and there’s discussion. During open forum is when most member concerns, discussion, and motions happen. 

What does the typical "agenda" or "order of business" for a membership meeting look like?

Perhaps your organization is using "Open Forum" to also encompass several other categories. Maybe that is what is causing the disconnect here.

Also, what do you mean by "if the board acknowledges the member’s raised hand?" Surely you mean the chair?

Edited September 24, 2024 at 01:04 PM by Josh Martin

[Gary Novosielski]

On 9/23/2024 at 10:38 PM, Guest Anonymous said:

Our board is made of members of our club, and have presided over all meetings since the inception of our club decades ago.

This is known as a custom in RONR—frequently referred to as "We've always done it that way."  Customs can be an important factor in many societies.

But customs are to be observed only up until the point that someone raises a Point of Order  (§23) that it violates a written rule, at which time the custom falls to the ground.  Unless this structure of an authoritarian board and a subservient membership is supported by some rule in your bylaws, and as long as RONR is your parliamentary authority, this custom violates both the letter and spirit of RONR, wherein the Membership is the highest authority within the society, and the board is a subordinate body, established to carry out the will of the membership.

So it's important to confirm how your organization is formally structured before deciding how to proceed.

Here's the relevant paragraph from §2 of RONR (12th ed.):

2:25
In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it.

[Richard Brown]

It looks to me like this organization has been letting the board get away with exercising far more authority than it actually has.

Guest anonymous, could you quote for us the provision from your bylaws regarding the powers of the board? Please quote the provision verbatim, exactly as written. I think all of us here have a very hard time believing that the board actually has the authority to do the things that you have been describing.
 

Edited September 24, 2024 at 02:06 PM by Richard Brown
Changed wording of last sentence