Board Meeting

[tamali]

As President, I called for a Board Mtg regarding an internal problem with a member. Members complained about secrecy so I notified members by emails and phone that there would be an Open Board Mtg which invited them to attend. I did not call this a special mtg at any time. I called it an Open Board Meeting which it was. Members came. I gave everyone a 2 day notice as it was just before the holidays and members would be away. The problem was resolved but now the member who caused the internal problem is saying I went against Robert's Rules. Please help.

[David A Foulkes]

Well, there's basically two types of meetings: regularly scheduled meetings, as noted typically in your bylaws (first Monday of the month, that sort of thing), and special (called) meetings, which are not in the regular schedule. Special meetings must be authorized in your bylaws, and should include some specifics, such as how they can be called (who is empowered to do so) and requirements of notice (method of notice delivery, number of days advance notice, etc).

It sounds like you called a special meeting, call it what you will ("open board meeting"). So, if your bylaws do not authorize special meetings, or if they do and you did not follow the correct procedure, the objecting member have have some ground to stand on. Your "open board meeting" may have been improper, and any business transacted would be null and void.

So, what do your bylaws have to say about all this?

[Chris Harrison]

As President, I called for a Board Mtg regarding an internal problem with a member. Members complained about secrecy so I notified members by emails and phone that there would be an Open Board Mtg which invited them to attend. I did not call this a special mtg at any time. I called it an Open Board Meeting which it was. Members came. I gave everyone a 2 day notice as it was just before the holidays and members would be away. The problem was resolved but now the member who caused the internal problem is saying I went against Robert's Rules. Please help.

A few questions:

1) Was this a regularly scheduled Board meeting where you discussed the member?

2) If not, do you bylaws specifically permit Special Meetings (because it would be one even if you didn't consider it to be one) and were the notice requirements followed?

3) If any disciplinary actions were taken against this member were all of the provisions in the bylaws regarding discipline followed?

[Bruce Lages]

Rather than us doing a lot of guessing - and probably not directly addressing your situation - can you tell us what specific part of Roberts Rules your other member feels you went against?

[David A Foulkes]

Rather than us doing a lot of guessing ......

Aw, Bruce - don't take all the fun out of posting here!!!

[tamali]

Well, there's basically two types of meetings: regularly scheduled meetings, as noted typically in your bylaws (first Monday of the month, that sort of thing), and special (called) meetings, which are not in the regular schedule. Special meetings must be authorized in your bylaws, and should include some specifics, such as how they can be called (who is empowered to do so) and requirements of notice (method of notice delivery, number of days advance notice, etc).

It sounds like you called a special meeting, call it what you will ("open board meeting"). So, if your bylaws do not authorize special meetings, or if they do and you did not follow the correct procedure, the objecting member have have some ground to stand on. Your "open board meeting" may have been improper, and any business transacted would be null and void.

So, what do your bylaws have to say about all this?

[tamali]

Our by laws do not address special meetings. This was not the regular once a month Board Mtg. It was an emerg. BM because the problem member emailed and snail mail to all members very libel and defamatory remarks about another member on 3 separate occasions. Was I suppose to wait until the next BM to address this? I thought as President I could call a BM at any time when there is a serious problem as this. The problem member agreed at this meeting to retract her statements which would resolve the matter. She also insisted that BM be opened to members and there should be no secrecy so that is what I did. We have a reg GM coming up next week and she is asking for my resignation because I called this meeting. This will not happen because she will not get the vote. The members want her out which is another problem.

[David A Foulkes]

If your bylaws do not authorize the calling of "emergency" (ie special) meetings, then you can't do it. You would need to wait until the next regularly scheduled meeting. Whether this issue should have been handled at a general membership meeting or a board meeting (even an "open" one) I won't venture to say. We're not sure what took place at the meeting, but if no motions were made and voted on, or business conducted otherwise beyond the discussion of the member's remarks and ultimate retraction of them, I would speculate this could have (and perhaps should have) been handled on a less formal basis. I'm not sure that all of that constitutes "transacting business", which is the primary purpose of meetings. So now you face a call for your resignation, which although you feel confident will fail, has only substituted one problem for another. I will offer you wishes of good luck, and suggest you get hands on Roberts Rules of Order - In Brief, as well as the full book (assuming you have neither) and get busy studying up. In the meantime, keep returning and asking questions, hopefully sooner rather than later (as was the case this time).

[Chris Harrison]

Our by laws do not address special meetings. This was not the regular once a month Board Mtg.

Then it was an improper meeting and everything done there is null and void.

Was I suppose to wait until the next BM to address this?

Yes.

I thought as President I could call a BM at any time when there is a serious problem as this.

You were incorrect.

[Chris Harrison]

So now you face a call for your resignation, which although you feel confident will fail, has only substituted one problem for another.

Although calling for someone's resignation is meaningless since the member is free to reject that call.

[David A Foulkes]

Although calling for someone's resignation is meaningless since the member is free to reject that call.

True, although if handled in more appropriate fashion (not simply saying "I want your resignation"), it may require a bit more attention to the details. I was simply trying to note that in resolving (and apparently successfully) one issue through incorrect procedures, Poncho had created another, and appears to have smoothed some ruffled feathers while ruffling others. Such is life, eh?

[tctheatc]

Our by laws do not address special meetings. This was not the regular once a month Board Mtg. It was an emerg. BM because the problem member emailed and snail mail to all members very libel and defamatory remarks about another member on 3 separate occasions. Was I suppose to wait until the next BM to address this?

Let "another member" sue "problem member" for libel in the appropriate forum and keep your board meetings to board business. It appears to me the problem behavior occurred outside your board meetings anyway. Why monitor peoples' behavior outside board meetings? Down that road lies madness. Better to utilize the "block" feature on your e-mail and throw away unwanted snail mail.

[Josh Martin]

Why monitor peoples' behavior outside board meetings? Down that road lies madness.

Nevertheless, if they want to go down the road to madness there is a helpful road map in RONR, 10th ed., Ch. XX.

[David A Foulkes]

Why monitor peoples' behavior outside board meetings?

Although I don't have my book in front of me, I believe Chapter XX also includes a section on discipline dealing with matters occuring outside the meeting context. Much damage can be done between the last adjournment and the next call to order. Not that the org should employ NSA-style spying techniques, but just because it doesn't happen during a meeting doesn't mean it isn't injurious to the society and/or it's membership.

[Chris Harrison]

Although I don't have my book in front of me, I believe Chapter XX also includes a section on discipline dealing with matters occuring outside the meeting context. Much damage can be done between the last adjournment and the next call to order. Not that the org should employ NSA-style spying techniques, but just because it doesn't happen during a meeting doesn't mean it isn't injurious to the society and/or it's membership.

I would say that in general it is the offenses that take place outside of the meeting that can cause the most damage. Meetings can be closed to anyone who is not a member so any misbehavior and any response to it can more easily be kept outside of public view. On the other hand the person who is a known member of an organization can bring great disrepute onto the organization by actions taken outside of the meeting such as getting into a drunken brawl or getting arrested. Also, there is much more opportunity for the disgruntled member to publicly talk smack about the organization which can cause untold turmoil.

[David A Foulkes]

I would say that in general it is the offenses that take place outside of the meeting that can cause the most damage. Meetings can be closed to anyone who is not a member so any misbehavior and any response to it can more easily be kept outside of public view. On the other hand the person who is a known member of an organization can bring great disrepute onto the organization by actions taken outside of the meeting such as getting into a drunken brawl or getting arrested. Also, there is much more opportunity for the disgruntled member to publicly talk smack about the organization which can cause untold turmoil.

I agree with your agreement.

[tctheatc]

Excellent points. My take was that we were dealing with childish e-mails saying mean things about people. I certainly didn't intend to imply that nothing outside a meeting could be (potentially) injurious to a group. My reading of the issue indicated nasty things were said, but the sayer agreed to retract the nasties, and this resolved the matter (so the post says). If it were truly libelous, I doubt it would've been solved so simply. Often we're dealing with people behaving badly, as opposed to more serious matters involving what RONR XX calls a "drastic" step. I work for the government, and for a church. I know all about people behaving badly!