board meeting

[Guest michael]

The Chairman of the Board has made accuzations against a paid employee of our non for profit group. A majority of the board, not including the Chairman, have called for a special board meeting.

Does the Chairman have the right to (1) set the agenda. (2) declare whether the meeting will be open or closed, knowing that the accused person wants an open meeting, and(3) Should the Chairman be the one chairing the meeting since he is the one making the accuzations.

[Josh Martin]

The Chairman of the Board has made accuzations against a paid employee of our non for profit group. A majority of the board, not including the Chairman, have called for a special board meeting.

Does the Chairman have the right to (1) set the agenda. (2) declare whether the meeting will be open or closed, knowing that the accused person wants an open meeting, and(3) Should the Chairman be the one chairing the meeting since he is the one making the accuzations.

1.) No. The board sets the agenda (if any), by majority vote. (FAQ #14; RONR, 10th ed., pg. 360, lines 18-20) If the special meeting is only for this one item of business I see no reason why an agenda is needed at all.

2.) No. The board decides whether the meeting shall be held in executive (closed) session by majority vote. (RONR, 10th ed., pg. 93, lines 8-9) For legal reasons, however, it is highly advisable that disciplinary meetings be held in executive session, notwithstanding the wishes of the accused. (RONR, 10th ed., pg. 630, line 21 - pg. 631, line 4) Although, strictly speaking, this citation applies to discipline of members of a society, I believe the underlying concerns also apply to discipline of employees.

3.) Maybe. If this is a large board (more than about 12 members), the chairman should relinquish the chair before making any motions or speaking in debate. (RONR, 10th ed., pg. 382, line 15 - pg. 383, line 17) If this is a small board (about 12 members or less), the chair is free to make motions and speak in debate while presiding, subject to the customs of the board. (RONR, 10th ed., pg. 470, lines 17-22; pg. 471, lines 7-11) Regardless of the size of the board, if the board feels that the chair should not preside over the assembly on this motion, the rules may be suspended to remove him from the chair. (Official Interpretation 2006-2)

[Kim Goldsworthy]

(3) Should the Chairman be the one chairing the meeting since he is the one making the accusations?

No.

Since your Chairman has a "direct personal ... interest not common to other members," (see page 394 in RONR) and thus has a known bias on the issue, and the bias is known to all, and the bias is insurmountable, then a biased chair ought never to chair the meeting when that pending question is on the floor.

The attending members need a chair who can put rules and decorum ahead of his personal agenda.

Since your Chairman will definitely be speaking to impugn to the member's character or behavior or integrity, any chair who is speaking contrary to a member cannot be perceived as fair and impartial on the pending issue.

***

I am reminded of the Queen of Hearts in Lewis Carroll's "Alice in Wonderland": "Sentence first. Verdict afterwards."

[Josh Martin]

No.

Since your Chairman has a "direct personal ... interest not common to other members," (see page 394 in RONR) and thus has a known bias on the issue, and the bias is known to all, and the bias is insurmountable, then a biased chair ought never to chair the meeting when that pending question is on the floor.

The attending members need a chair who can put rules and decorum ahead of his personal agenda.

Since your Chairman will definitely be speaking to impugn to the member's character or behavior or integrity, any chair who is speaking contrary to a member cannot be perceived as fair and impartial on the pending issue.

***

I am reminded of the Queen of Hearts in Lewis Carroll's "Alice in Wonderland": "Sentence first. Verdict afterwards."

A couple thoughts:

1.) I'm not sure I agree, from the facts presented, that this represents a "direct personal... interest not common to other members." The motion does not appear to involve the chair in any way other than that he may be the one making it.

2.) It may well be the case that the chairman is unable to put rules and decorum ahead of his personal agenda, but I do not believe this is a certainty based on the facts presented, although it admittedly seems implied by the way the questions are asked.

3.) There is no suggestion in the original post that the employee is a member.

4.) The chair of a small board is not required to remain impartial. If this is a large board, certainly that concern applies.

[Guest mike]

Hello,

I appreciate your comments but there is one thing I did not mention.

The Chairman of our board has been the Chairman for the past 2 years as well as the President of uor parents group or the Executive committee.

These accuzations stem from over the past year.

At anytime, the President of the Executive Committee as well as the Chairman of the Board (both the same man in question) Could have called for special meetings at anytime throughout the year to address these issues before they escalated but he never did. Our board is changing in the next Month and many of the current members will not be on it and that is when he was going to have a regular board meeting to address these issues.

A couple thoughts:

1.) I'm not sure I agree, from the facts presented, that this represents a "direct personal... interest not common to other members." The motion does not appear to involve the chair in any way other than that he may be the one making it.

2.) It may well be the case that the chairman is unable to put rules and decorum ahead of his personal agenda, but I do not believe this is a certainty based on the facts presented, although it admittedly seems implied by the way the questions are asked.

3.) There is no suggestion in the original post that the employee is a member.

4.) The chair of a small board is not required to remain impartial. If this is a large board, certainly that concern applies.

[Josh Martin]

The Chairman of our board has been the Chairman for the past 2 years as well as the President of uor parents group or the Executive committee.

These accuzations stem from over the past year.

At anytime, the President of the Executive Committee as well as the Chairman of the Board (both the same man in question) Could have called for special meetings at anytime throughout the year to address these issues before they escalated but he never did. Our board is changing in the next Month and many of the current members will not be on it and that is when he was going to have a regular board meeting to address these issues.

None of this has any bearing on the relevant parliamentary rules, although it may well influence whether members wish to suspend the rules to remove the chair from presiding.