Annual Meeting

[EleHelp]

Hello all,

I'm hoping someone can help me with this issues. We are a newly formed non profit, we had our first Annual Meeting last night. Our bylaws only mention the directors would be elected by a majority vote of members at the Annual Meeting. The board appointed a special committee to handle the election. The Annual meeting (elections) was fine, except for one issues , the special committee made the meeting an "Members only" meeting, and did not let a local News Paper reporter (who is not a member) into the meeting.

Now the reported is very upset, determined he will still write a story on the elections, and since he was NOT let into the meeting his story will now be on why the elections were held in secret, and how he was not allowed into the meeting etc..(basically a negative article).

Today he contacted the corporation about the article he is writing and made comments about how the Corporation claims it follows it's By-laws and Robert's Rules, and stated he has read our by-laws and is asking which (bylaws or Robert's rules) allowed the meeting to be to a "Members only" meeting? Our By-laws do not state the Annual Meeting will be "Members Only".

Is there Anything in Robert's rules that gave the committee the right to make the Annual Meeting a "Members only" meeting?

We would hate to get negative publicity, the reporter is expecting us to contact him with our reply.

[hmtcastle]

Is there Anything in Robert's rules that gave the committee the right to make the Annual Meeting a "Members only" meeting?

All meetings are members-only. That means only members of an organization have a right to attend meetings of that organization (though non-members can be invited to attend). And that means that only board members have a right to attend board meeting (so no members of the association who are not board members) though, again, others can be invited.

By the way, check your bylaws to see if your board has the authority to appoint a committee to "handle" the election. It seems unlikely. It's also unlikely that such a committee would have the authority to determine who can and cannot attend the meeting. They certainly didn't get it from RONR.

Of course it's all water under the bridge (over the dam?) at this point. But you could offer the report an apology. And an invitation to the next meeting.

[EleHelp]

All meetings are members-only. That means only members of an organization have a right to attend meetings of that organization (though non-members can be invited to attend). And that means that only board members have a right to attend board meeting (so no members of the association who are not board members) though, again, others can be invited.

By the way, check your bylaws to see if your board has the authority to appoint a committee to "handle" the election. It seems unlikely. It's also unlikely that such a committee would have the authority to determine who can and cannot attend the meeting. They certainly didn't get it from RONR.

Of course it's all water under the bridge (over the dam?) at this point. But you could offer the report an apology. And an invitation to the next meeting.

THANK you so much! We have noticed the board needs sit down and review the by-laws, and that is one of the first things the newly elected Board will be doing. Thank you again!

[hmtcastle]

We have noticed the board needs sit down and review the by-laws, and that is one of the first things the newly elected Board will be doing.

It's unlikely (though possible) that the board has the authority to amend the bylaws, though it's free to make suggestions. Just be careful what you wish for. I would not, for example, amend your bylaws to require that all meetings be open to "the public" (since you can do that whenever you want anyway). Nor would I necessarily require that all board meetings be open. I think it's better to keep your options open.

And make sure your board doesn't make recommendations that favor the board at the expense of the general membership. Or at least be prepared to reject them.

[EleHelp]

It's unlikely (though possible) that the board has the authority to amend the bylaws, though it's free to make suggestions. Just be careful what you wish for. I would not, for example, amend your bylaws to require that all meetings be open to "the public" (since you can do that whenever you want anyway). Nor would I necessarily require that all board meetings be open. I think it's better to keep your options open.

And make sure your board doesn't make recommendations that favor the board at the expense of the general membership. Or at least be prepared to reject them.

We were lucky to have had someone from a local organization that helps people start non profits. It was her recommendation to have this in our by-laws. (below)

Section 9.1 Amendments

Except as otherwise required by law and as provided herein, these By-laws may be amended at any regular meeting of the Board of Directors and at any special meeting of the Board of Directors called for that purpose, provided that written notice of the proposed amendments shall have been given at least ten (10) day prior to such meeting. All amendments to the By-laws shall require the vote of a majority of the Directors then in office. Notwithstanding any provisions contained herein to the contrary, no amendments of the By-laws shall be effective which shall be inconsistent with the Articles of Incorporation.

my understanding of this (as explained by the lady from the organization)the board of directors can amend the by-laws at anytime?

[Gary Novosielski]

We were lucky to have had someone from a local organization that helps people start non profits. It was her recommendation that have this in our by-laws.

...

my understanding of this (as explained by the lady form the organization)the board of directors can amend the by-laws at anytime?

It sounds to me like you were very UNlucky to have this lady involved in drafting your bylaws.

[hmtcastle]

my understanding of this (as explained by the lady from the organization)the board of directors can amend the by-laws at anytime?

That would be my understanding as well. And good luck trying to get your board to ever give up that power and return it to the general membership where it originated.

That's not to say that there aren't many "board-centric" organizations where the only thing the general membership gets to do is, once a year, elect board members. And there's nothing necessarily wrong with that. It's just that the power to amend the bylaws is the power to change the very essence of an organization and, all things being equal, that power should (in my opinion, not necessarily RONR's) remain with the general membership.

[Josh Martin]

my understanding of this (as explained by the lady from the organization)the board of directors can amend the by-laws at anytime?

Pretty much. This individual is presumably more familiar with "board-driven" non-profit organizations. Your general membership will have to consider whether you want to transition to that sort of organization.

[hmtcastle]

Your general membership will have to consider whether you want to transition to that sort of organization.

It appears they've already made that fateful transition.