What constitutes a board meeting

[Guest Sky Pilot]

I received an e-mail from our Treasurer asking me to come to a Board meeting at a cafe last Friday. I declined saying that I would rather meet one hour earlier than the scheduled club meeting which was coming up the following Tuesday at the same location as the Club meeting - which is a Pizzeria. This has been our custom in the past to just have a one hour Board meeting prior to the two hour Club meeting. I also sensed that these particular Board members were trying to get me alone so they could 'counsel' me concerning the way that they thought I should go. There was no reply to my request and some of the Board (not enough for a Quorum did meet at the cafe last Friday. I came 1/2 hour early to the scheduled Club meeting on Tuesday to be able to eat some Pizza. When I entered the room I walked up to the counter to order and looked around. The only people in the room at that time were the Treasurer, Public Relations and Membership Whip Board members. I got a drink and walked over to the table. The Treasurer says to me, "Mr President, we've saved a seat for you!". I sat down and the Treasurer says, "You sent an e-mail saying that you wanted to have a Board meeting one hour prior to the club meeting and we've been here for that meeting for 1/2 hour. I said, "You never replied to me to say that you wanted to do that. and you guys met last Friday. The Treasurer says, "Well, this is a Board meeting." I said, "No it's not!" The Treasurer replies by saying, "I move that this is a Board meeting. Do I hear a second?" One of the other guy's says, "I second." Then The Treasurer announces that, "This is now a Board meeting!" I was getting pretty mad at this point and said, "You are out of order! This whole thing is out of order!" The Treasurer now staring hatefully in my eyes spits out these words to me, "If you say that one more ... time I'll..." I replied to him, "Your a bully and your threatening me and verbally abusing me. I will say it again, you are out of order!" Then the Treasurer says, I'm sorry I used that word and the tension kind of goes down a notch. Then I also apologized for interupting the Public Relations guy during the fray. At this point my heart is beating out of my chest. I feel like I've been manipulated and used. But I had no idea what was coming up next.

Then the Treasurer moves on with his agenda. He says that, "we need to vacate the Facilities Coordinators Board postition." I reply that I know that and that I've prepared something to share at the meeting. I pull out my sheet of paper and hand them each a copy.

[font="Century Gothic"]Disc Golf Club Meeting

11-02-2010

Facilities Coordinator:

Appointment of a Facilities Coordinator

The member who is the Facilities Coordinator has not been active or present for several meetings without offering an excuse. In addition, the Chair has asked this Office holder prior to the last Club meeting if he wished to continue in his position and there has since been no response. Do to these concerns and the fact that his duties are currently being done by others, I move that this position be vacated by majority vote of the club present and that nominations for the position are taken during the month of November. I also request that the Board meet here one hour prior to the next club meeting in executive session and appoint one of the nominees by majority vote of the Board members, in accordance with the procedure that is set forth in the Charter.

Concerning the duties of the Facilities Coordinator

I further propose that we form a committee for the purpose of identifying potential sites for alternate pins at our courses, and to also identify erosion problems and safety issues on our courses. Since the job of Facilities Coordinator involves these duties and is a working job, I would like to see someone who is or has been or willing to work, obtain the position. I will personally give greater weight to someone that is active. This would also weed out the people who don’t actually have time or the will to work on our courses.

I said that we need to inform the whole club that this position is being vacated so that they might have a chance to apply or show interest in that." The Treasurer says, I move that we vacate (persons name) as the Facilities Coordinator, all in favor say Aye?" They all voted, but I didn't vote because the whole thing was improper. Then he says, I further move that we hear from the candidates for this position. At that point two guys show up from behind me (that I didn't even know were there) and One of them starts to rattle off all his credentials for the position. When he's done another guy starts to do the same. Then the Treasurer says, All in favor of (person A) becoming the Facilities Coordinator say Aye." No one raises their hand. Then he says, "All in favor of (person becoming the Facilities Coordinator say Aye." All three of them raise their hands. Then he says, We'd like to introduce our new Facilities Coordinator. Sounds to me that this little 'stunt' was all planned out in advance. Too bad for these guys that are running for reelection that the club will find out how this all went down.

What do you think about this whole thing?

[Gary c Tesser]

I think first you damn well better re-post and delete the f-word. It's probably not allowed on this forum at all, and you don't want all your work wasted -- and the loss of possibly good advice -- just on that account. (I've been tempted, but never tried.) I'm not going to even approach the subject so that you might see this advice before your thread gets deleted in its entirety.

(I might be a worry-wart, but maybe play safe.)

[Gary c Tesser]

In the event that either Guest Sky Pilot re-posts, or that, to my moderate surprise, his (/her) post is deemed acceptable on this forum, I'm going to write up some thoughts. But I'll do it on my notepad, not directly here: I'm not going to think, and type, and then see my efforts disappear.

[Dan Honemann]

In the event that either Guest Sky Pilot re-posts, or that, to my moderate surprise, his (/her) post is deemed acceptable on this forum, I'm going to write up some thoughts. But I'll do it on my notepad, not directly here: I'm not going to think, and type, and then see my efforts disappear.

The original post has been edited to delete the profanity (just in case you have done a lot of work and don't want to see it go for nought). Ordinarily, the whole thing would have been deleted.

[Tim Wynn]

The original post has been edited to delete the profanity (just in case you have done a lot of work and don't want to see it go for nought). Ordinarily, the whole thing would have been deleted.

Gary saves a post! (which, by the way, is too long for me to read... even with a word being removed.)

[David A Foulkes]

What do you think about this whole thing?

I think you all need to get a copy of RONR (10th Ed.) and read it. Just a thought......

[Kim Goldsworthy]

Treasurer says, "You sent an e-mail saying that you wanted to have a Board meeting one hour prior to the club meeting and we've been here for that meeting for 1/2 hour.

I said, "You never replied to me to say that you wanted to do that. and you guys met last Friday.

The Treasurer says, "Well, this is a Board meeting." I said, "No it's not!"

The Treasurer replies by saying, "I move that this is a Board meeting. Do I hear a second?"

One of the other guy's says, "I second."

Then The Treasurer announces that, "This is now a Board meeting!"

No.

You cannot willy nilly turn cocktail parties, BBQs, weddings, funerals, bar mitzvahs, tailgate parties, etc., into a properly called meeting of the organization BY MAKING A MOTION SO.

It doesn't work that way.

All business transacted will be null and void.

[Josh Martin]

What do you think about this whole thing?

If the special meeting was improperly called (which sounds likely), then all business conducted at the meeting is null and void.

[Guest Sky Pilot]

If the special meeting was improperly called (which sounds likely), then all business conducted at the meeting is null and void.

[Guest Sky Pilot]

Dear Discussion folks,

I apologize for the profanity. Thank you for removing it from my post. I was unfamiliar with the rule.

Thanks also for those of you that posted a reply. What I understand from your posts is that 'a meeting improperly called (which sounds likely), then all business conducted at the meeting is null and void.'

I agree with you that this meeting was indeed improperly called. Can you please site for me in the RROO Newly Revised where this rule could be found. I'm new to the Book, but have borrowed one from the Library.

In addition, I would like to have some advice as to how to properly proceed from here.

[Josh Martin]

Can you please site for me in the RROO Newly Revised where this rule could be found.

The rules regarding notice of special meetings protect the rights of absentees, so see RONR, 10th ed., pg. 244, lines 4-8, 21-23

I'm new to the Book, but have borrowed one from the Library.

Make sure it's The Right Book.

In addition, I would like to have some advice as to how to properly proceed from here.

Since you're the President, at the next meeting, you can rule that the business conducted was null and void. Be sure to give your reasoning - that the meeting was improperly called and that this violates the rights of absentees. Be prepared to defend your decision on an appeal. You might want to read up on RONR, 10th ed., pgs. 247-252 so you know how to process an appeal. If your ruling is overturned on appeal, the next step would be to go to the general membership.

[Guest Sky Pilot]

The rules regarding notice of special meetings protect the rights of absentees, so see RONR, 10th ed., pg. 244, lines 4-8, 21-23

Make sure it's The Right Book.

Since you're the President, at the next meeting, you can rule that the business conducted was null and void. Be sure to give your reasoning - that the meeting was improperly called and that this violates the rights of absentees. Be prepared to defend your decision on an appeal. You might want to read up on RONR, 10th ed., pgs. 247-252 so you know how to process an appeal. If your ruling is overturned on appeal, the next step would be to go to the general membership.

[Guest Sky Pilot]

To better understand our organization I'm including a copy of our Charter. Don't worry, it's only 2 pages long.

SPOKANE DISC GOLF ASSOCIATION CHARTER

Since 2001 the mission of the Spokane Disc Golf Association has been to promote fair play and

set high competitive standards for the game of disc golf. Further, the SDGA hosts several annual

charitable, local, regional and nationally sanctioned events. Through the efforts of the SDGA in

cooperation with civic authorities, further installations and maintenance of public disc golf facilities

continues.

MEMBERSHIP

Membership in the SDGA is open to any individual or entity through the payment of annual

dues. Current* members will be eligible to attend all open SDGA Board meetings, run for Board

positions, nominate and vote in annual Board elections, vote on matters in open meetings and enjoy

other membership privileges and discounts. The membership year runs from Jan 1st to Dec 31.

THE BOARD

The Board is made up of 6 elected officers. The Boards member’s term of office will be 2 years.

If a Board position is vacated the remaining Board members will fill vacancies and the replacement’s

term will expire at the end of the original terms. The election of officers will be staggered. After the

initial election the President, Secretary and Facilities Coordinator positions will be elected in even

numbered years and the Treasurer, Public Relation and Membership positions will be elected in the odd

numbered years. The President’s vote will be the deciding factor in all tied Board decisions. A quorum

will consist of 2/3’s of the Board.

RESPONSIBILITIES OF THE BOARD

The Board will set the club agenda for its elected term. The Board reserves the right to approve

or reject all measures presented to them. The Board will name or approve all committees. The Board will hold a minimum of 4 open meetings annually, with one meeting in the fall to nominate Board

positions and one in Jan/Feb for elections.

BOARD POSITIONS AND DEFINITIONS

The Board’s 6 Positions are:

President

The chief officer and senior advisor, coordinate efforts of the Board.

2

TREASURER

Maintain the SDGA bank account and assure the security of club funds. Collect SDGA revenues

and make payments for club expenditures. Keep accurate records and report to membership at large at

open meetings.

SECRETARY

Record the minutes at Board and open club meetings, work with PUBLIC RELATIONS officer to

release news to members not in attendance at open meetings.

PUBLIC RELATIONS

Maintain communications with civic bodies and media. Direct press releases and make official

communications online through appropriate channels. Will speak knowledgeably and professionally

about the SDGA, its mission and its current and upcoming activities.

MEMBERSHIP WHIP

Encourage and pursue new members and renewals. Set membership rates and define

membership benefits with Board approval. Collect membership monies and pass them on to the

treasurer, issue membership cards and keep accurate records.

FACILITIES COORDINATOR

Coordinate SDGA course maintenance. Identify and correct erosion and safety issues on SDGA

courses. Work with PUBLIC RELATIONS to notify members of workdays.

AMENDMENTS

These bylaws may be changed or amended by a vote of current* members at an open meeting.

Two-thirds of the vote will be considered the majority.

*Current is defined as having paid dues for the current year. A member may renew or register at an

open meeting and be eligible to vote immediately.

Version 1.3 Adopted Feb. 8, 2010

As relates to the situation at hand. It seems that our Charter says very little about 'meetings' other than we have 4 open meetings during the year. Our 6 member Board meets whenever necessary. It is my understanding that the meeting is open (though the Charter is silent on this matter) unless stated previously that it is a 'closed' or 'executive' meeting. How a meeting is called isn't addressed.

What do you think?

Sky Pilot

[Guest Sky Pilot]

To better understand our organization I'm including a copy of our Charter. Don't worry, it's only 2 pages long.

SPOKANE DISC GOLF ASSOCIATION CHARTER

Since 2001 the mission of the Spokane Disc Golf Association has been to promote fair play and

set high competitive standards for the game of disc golf. Further, the SDGA hosts several annual

charitable, local, regional and nationally sanctioned events. Through the efforts of the SDGA in

cooperation with civic authorities, further installations and maintenance of public disc golf facilities

continues.

MEMBERSHIP

Membership in the SDGA is open to any individual or entity through the payment of annual

dues. Current* members will be eligible to attend all open SDGA Board meetings, run for Board

positions, nominate and vote in annual Board elections, vote on matters in open meetings and enjoy

other membership privileges and discounts. The membership year runs from Jan 1st to Dec 31.

THE BOARD

The Board is made up of 6 elected officers. The Boards member’s term of office will be 2 years.

If a Board position is vacated the remaining Board members will fill vacancies and the replacement’s

term will expire at the end of the original terms. The election of officers will be staggered. After the

initial election the President, Secretary and Facilities Coordinator positions will be elected in even

numbered years and the Treasurer, Public Relation and Membership positions will be elected in the odd

numbered years. The President’s vote will be the deciding factor in all tied Board decisions. A quorum

will consist of 2/3’s of the Board.

RESPONSIBILITIES OF THE BOARD

The Board will set the club agenda for its elected term. The Board reserves the right to approve

or reject all measures presented to them. The Board will name or approve all committees. The Board will hold a minimum of 4 open meetings annually, with one meeting in the fall to nominate Board

positions and one in Jan/Feb for elections.

BOARD POSITIONS AND DEFINITIONS

The Board’s 6 Positions are:

President

The chief officer and senior advisor, coordinate efforts of the Board.

2

TREASURER

Maintain the SDGA bank account and assure the security of club funds. Collect SDGA revenues

and make payments for club expenditures. Keep accurate records and report to membership at large at

open meetings.

SECRETARY

Record the minutes at Board and open club meetings, work with PUBLIC RELATIONS officer to

release news to members not in attendance at open meetings.

PUBLIC RELATIONS

Maintain communications with civic bodies and media. Direct press releases and make official

communications online through appropriate channels. Will speak knowledgeably and professionally

about the SDGA, its mission and its current and upcoming activities.

MEMBERSHIP WHIP

Encourage and pursue new members and renewals. Set membership rates and define

membership benefits with Board approval. Collect membership monies and pass them on to the

treasurer, issue membership cards and keep accurate records.

FACILITIES COORDINATOR

Coordinate SDGA course maintenance. Identify and correct erosion and safety issues on SDGA

courses. Work with PUBLIC RELATIONS to notify members of workdays.

AMENDMENTS

These bylaws may be changed or amended by a vote of current* members at an open meeting.

Two-thirds of the vote will be considered the majority.

*Current is defined as having paid dues for the current year. A member may renew or register at an

open meeting and be eligible to vote immediately.

Version 1.3 Adopted Feb. 8, 2010

As relates to the situation at hand. It seems that our Charter says very little about 'meetings' other than we have 4 open meetings during the year. Our 6 member Board meets whenever necessary. It is my understanding that the meeting is open (though the Charter is silent on this matter) unless stated previously that it is a 'closed' or 'executive' meeting. How a meeting is called isn't addressed.

What do you think?

Sky Pilot

[Guest Skjy Pilot]

Sorry, I highlighted some of the more pertinent areas of the Charter, but when I looked at it I couldn't read the highlighted areas. Hope you guys can read it.

Sky Pilot

[Gary Novosielski]

Sorry, I highlighted some of the more pertinent areas of the Charter, but when I looked at it I couldn't read the highlighted areas. Hope you guys can read it.

Sky Pilot

You are free to hope.

[Guest Sky Pilot]

"Faith is the substance of things 'hoped' for..."

Yes, indeed I am free.

However, that's another subject...

How does one edit ones post?

Sky Pilot

[Gary Novosielski]

"Faith is the substance of things 'hoped' for..."

Yes, indeed I am free.

However, that's another subject...

How does one edit ones post?

Sky Pilot

Editing is available to registered members but not to Guest_'s

[Guest Sky Pilot]

Sky Pilot, on 04 November 2010 - 10:01 PM, said:

To better understand our organization I'm including a copy of our Charter. Don't worry, it's only 2 pages long.

SPOKANE DISC GOLF ASSOCIATION CHARTER

Since 2001 the mission of the Spokane Disc Golf Association has been to promote fair play and

set high competitive standards for the game of disc golf. Further, the SDGA hosts several annual

charitable, local, regional and nationally sanctioned events. Through the efforts of the SDGA in

cooperation with civic authorities, further installations and maintenance of public disc golf facilities

continues.

MEMBERSHIP

Membership in the SDGA is open to any individual or entity through the payment of annual

dues. Current* members will be eligible to attend all open SDGA Board meetings, run for Board

positions, nominate and vote in annual Board elections, vote on matters in open meetings and enjoy

other membership privileges and discounts. The membership year runs from Jan 1st to Dec 31.

THE BOARD

The Board is made up of 6 elected officers. The Boards member’s term of office will be 2 years.

If a Board position is vacated the remaining Board members will fill vacancies and the replacement’s

term will expire at the end of the original terms. The election of officers will be staggered. After the

initial election the President, Secretary and Facilities Coordinator positions will be elected in even

numbered years and the Treasurer, Public Relation and Membership positions will be elected in the odd

numbered years. The President’s vote will be the deciding factor in all tied Board decisions. A quorum

will consist of 2/3’s of the Board.

RESPONSIBILITIES OF THE BOARD

The Board will set the club agenda for its elected term. The Board reserves the right to approve

or reject all measures presented to them. The Board will name or approve all committees. The Board will hold a minimum of 4 open meetings annually, with one meeting in the fall to nominate Board

positions and one in Jan/Feb for elections.

BOARD POSITIONS AND DEFINITIONS

The Board’s 6 Positions are:

President

The chief officer and senior advisor, coordinate efforts of the Board.

2

TREASURER

Maintain the SDGA bank account and assure the security of club funds. Collect SDGA revenues

and make payments for club expenditures. Keep accurate records and report to membership at large at

open meetings.

SECRETARY

Record the minutes at Board and open club meetings, work with PUBLIC RELATIONS officer to

release news to members not in attendance at open meetings.

PUBLIC RELATIONS

Maintain communications with civic bodies and media. Direct press releases and make official

communications online through appropriate channels. Will speak knowledgeably and professionally

about the SDGA, its mission and its current and upcoming activities.

MEMBERSHIP WHIP

Encourage and pursue new members and renewals. Set membership rates and define

membership benefits with Board approval. Collect membership monies and pass them on to the

treasurer, issue membership cards and keep accurate records.

FACILITIES COORDINATOR

Coordinate SDGA course maintenance. Identify and correct erosion and safety issues on SDGA

courses. Work with PUBLIC RELATIONS to notify members of workdays.

AMENDMENTS

These bylaws may be changed or amended by a vote of current* members at an open meeting.

Two-thirds of the vote will be considered the majority.

*Current is defined as having paid dues for the current year. A member may renew or register at an

open meeting and be eligible to vote immediately.

Version 1.3 Adopted Feb. 8, 2010

As relates to the situation at hand. It seems that our Charter says very little about 'meetings' other than we have 4 open meetings during the year. Our 6 member Board meets whenever necessary. It is my understanding that the meeting is open (though the Charter is silent on this matter) unless stated previously that it is a 'closed' or 'executive' meeting. How a meeting is called isn't addressed.

What do you think?

I tried this again - avoiding the color yellow. If it can't be read then you should probably take it out of the pallet...

Sky Pilot

[Guest Sky Pilot]

I looked in the book at page 244 and it wasn't about Absentees. I have the Roberts Rules of Order 10th Edition - Newly revised.

Sky Pilot

[Kim Goldsworthy]

You are free to hope.

"Hope is the thing with feathers"

- Emily Dickinson

[Larry Cisar]

I looked in the book at page 244 and it wasn't about Absentees. I have the Roberts Rules of Order 10th Edition - Newly revised.

Sky Pilot

Why not contact either NAP and/or AIP and find a parliamentarian in your area? I think you may have more issues than can be answered in a hundred replies.

[Josh Martin]

I looked in the book at page 244 and it wasn't about Absentees. I have the Roberts Rules of Order 10th Edition - Newly revised.

Well, I never claimed the entire page was about absentees. I included the specific line numbers for a reason. I'll just quote the passages you need.

The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when:

...

(e) any action has been taken in violation of either a rule protecting absentees or a rule protecting a basic right of an individual member (p. 255).

In all such cases, it is never too late to raise a point of order since any action so taken is null and void.

A rule requiring proper notice for a special meeting is clearly a rule which protects absentees, as people need to know about the meeting in order to show up.

[Guest Nancy N.]

Let me say a coupla things.

1. Well, thanks for trying with the quotation. But quoting your rules is partly (or mostly, or completely) pointless, because we just plain don't interpret particular organizations' rules here over the Internet -- it's a foolhardy proposition. But with that said, the yellow is pretty much completely unreadable... although copying ("cut and paste") the text into a text editor did the trick for me.

2. That meeting, with all its proceedings, seems to me completely invalid, not only because it was inadequately noticed, as Mr Martin pointed out, but also because, as Mr (or is it Ms?) Pilot pointed out, there was no quorum in attendance.

3. This will not be a "breach of a continuing nature" matter (which p. 244 is signally about), but on top of everything else, the treasurer should not have been conducting the meeting! And if he did, he should not have called for the vote without offering the opportunity for debate! Especially if the president (Sky Pilot) might have wanted to.

[Trina]

...

2. That meeting, with all its proceedings, seems to me completely invalid, not only because it was inadequately noticed, as Mr Martin pointed out, but also because, as Mr (or is it Ms?) Pilot pointed out, there was no quorum in attendance.

...

Actually, I think there was a quorum's worth of members there, once Sky-Pilot was unwillingly sucked in:

some of the Board (not enough for a Quorum did meet at the cafe last Friday. I came 1/2 hour early to the scheduled Club meeting on Tuesday to be able to eat some Pizza. When I entered the room I walked up to the counter to order and looked around. The only people in the room at that time were the Treasurer, Public Relations and Membership Whip Board members. I got a drink and walked over to the table.

That's 4 out of the 6 board members, which is 2/3 (the quorum described in the quoted bylaws).

However, just to be clear, I'm certainly not making the claim that this was a valid meeting, just because 4 board members were in the room together.