robert conway Posted January 24, 2011 at 09:06 PM Report Share Posted January 24, 2011 at 09:06 PM Our orginizations by-laws do not allow e-mail or tele-conference calling for Board Meetings.However, in RONRIN pg 122; if action is taken by the board on the basis of individual approval, such action must be ratified by the board at next regular meeting in order to become offical.pg159 says must have regular BOD meeting quorum present(in person) to be valid, period.So in RONRIN....They should not use electronic comunication unless by-laws allowed them...... Then if the BOD does use E-mail or tele-conferencing, they can ratify proposal at next regular meeting. Making proposed business VALID!!Can some one explain where is the open deliberstions here.marly Link to comment Share on other sites More sharing options...
George Mervosh Posted January 24, 2011 at 09:12 PM Report Share Posted January 24, 2011 at 09:12 PM The motion to ratify is debatable, so you can deliberate under the regular rules if and when that motion is made. Link to comment Share on other sites More sharing options...
jstackpo Posted January 24, 2011 at 09:51 PM Report Share Posted January 24, 2011 at 09:51 PM And if the group votes "No" on the ratification motion, the individuals involved are personally responsible for any costs, not the association. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 12:15 AM Author Report Share Posted January 25, 2011 at 12:15 AM Mr. Stackpole, and if the Board votes yes to ratify "their not valid electronic proposals"?What message am I missing here?. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 12:16 AM Author Report Share Posted January 25, 2011 at 12:16 AM The motion to ratify is debatable, so you can deliberate under the regular rules if and when that motion is made. Link to comment Share on other sites More sharing options...
hmtcastle Posted January 25, 2011 at 12:21 AM Report Share Posted January 25, 2011 at 12:21 AM Mr. Stackpole, and if the Board votes yes to ratify "their not valid electronic proposals"?What message am I missing here?.It's not that the proposals themselves are invalid, it's that the method of approving them (i.e. conference call) is. In fact, the board can only ratify actions that it's authorized to adopt in the first place. In other words, it can't ratify something that it would not have been able to do had there been a proper meeting with a quorum.In any case, if most of the board members are involved in the conference call, and most agree to the action, ratification is pretty much a sure thing. But this practice should be rare and only used for something that can't wait until the next regular meeting (or a properly called special meeting). It should not be used as a "back door" to permit meeting via conference call. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 12:23 AM Author Report Share Posted January 25, 2011 at 12:23 AM Motion to ratify electronic proposals by a BOD member, is voted on with no discussion, just vote yes like you did B/4, via E-mail?Or President says we have a quorum but several members cannot attend this quarterly meeting so we are going to do a conference call to allow thier participation....?OBJECTION!!!...OVER RULED.Now what? Link to comment Share on other sites More sharing options...
hmtcastle Posted January 25, 2011 at 12:27 AM Report Share Posted January 25, 2011 at 12:27 AM Motion to ratify electronic proposals by a BOD member, is voted on with no discussion, just vote yes like you did B/4, via E-mail?Or President says we have a quorum but several members cannot attend this quarterly meeting so we are going to do a conference call to allow thier participation....?OBJECTION!!!...OVER RULED.Now what?Get a new president (see FAQ #20) and, in the meantime, overrule the president. After all, he has only one vote. And, by "overrule the president", I mean appeal his ruling and vote to reject it. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 25, 2011 at 12:47 AM Report Share Posted January 25, 2011 at 12:47 AM Motion to ratify electronic proposals by a BOD member, is voted on with no discussion, just vote yes like you did B/4, via E-mail?No, the motion to Ratify is debatable. It is also amendable. For instance, an amendment to strike the word "ratify" and insert the word "condemn" would be in order.Or President says we have a quorum but several members cannot attend this quarterly meeting so we are going to do a conference call to allow thier participation....?The members participating by phone may not vote or count toward a quorum unless this is authorized by the Bylaws, and it would take a motion to Suspend the Rules for them to speak in debate or make motions. If there is not actually a quorum based on the members who are physically present, no business may be conducted (including the motion to Ratify).OBJECTION!!!...OVER RULED.Now what?If the President rules your Point of Order not well taken, you may Appeal from the decision of the chair. A majority vote is sufficient to overturn the chair's decision. If the President and/or other members of the board continue to have trouble following the rules of the society, perhaps the general membership would like to get some new board members. See FAQ #20. Link to comment Share on other sites More sharing options...
Rob Elsman Posted January 25, 2011 at 12:56 AM Report Share Posted January 25, 2011 at 12:56 AM The motion to ratify is debatable, so you can deliberate under the regular rules if and when that motion is made....and debate can go into the merits of the previously-taken action that it is proposed to ratify, RONR (10th ed.), p. 120, ll. 5, 6. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 01:19 AM Author Report Share Posted January 25, 2011 at 01:19 AM Get a new president (see FAQ #20) and, in the meantime, overrule the president. After all, he has only one vote. And, by "overrule the president", I mean appeal his ruling and vote to reject it. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 01:29 AM Author Report Share Posted January 25, 2011 at 01:29 AM Lets say we need quorum of three.Three show at meeting...we have a quorum.Now President says he wants the other two board members on speaker phone....Mr. President I object. By-laws do not allow tele- conferencing.Objection over ruled!Mr. President you are out of order!President ask for vote of those BOD present to allow the speaker phone, two yes one no.The yeas have it!How does one deal with this.marly Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 25, 2011 at 01:51 AM Report Share Posted January 25, 2011 at 01:51 AM Motion to ratify electronic proposals by a BOD member, is voted on with no discussion, just vote yes like you did B/4, via E-mail?Or President says we have a quorum but several members cannot attend this quarterly meeting so we are going to do a conference call to allow thier participation....?OBJECTION!!!...OVER RULED.Now what?Not "objection" but rather Point of Order. The president will ask you to state your point of order. You say that the Bylaws do not permit conference calling, and the parliamentary authority (Robert's Rules of Order Newly Revised, 10th edition) prohibits conference calls unless provided for in the bylaws.Now, he can rule your point not well taken, but he's got to give a reason. If nothing else, his attempt to justify his ruling should be entertaining. What can he say? If he simply says "overruled", then you're right back with: "Point of order! The chair is required to give the reason for his ruling."Or skip right to "I appeal from the decision of the chair." That motion requires a second, is debatable, and requires a majority to overturn the ruling.Clearly you need your ducks in a row in advance, especially someone to second the appeal. Link to comment Share on other sites More sharing options...
Chris Harrison Posted January 25, 2011 at 02:00 AM Report Share Posted January 25, 2011 at 02:00 AM Lets say we need quorum of three.Three show at meeting...we have a quorum.Now President says he wants the other two board members on speaker phone....Mr. President I object. By-laws do not allow tele- conferencing.Objection over ruled!Mr. President you are out of order!President ask for vote of those BOD present to allow the speaker phone, two yes one no.The yeas have it!How does one deal with this.marlyGet a new President. Then get the Board (and Membership for that matter) some training in parliamentary procedure. As for the Board allowing the teleconferencing there probably isn't much you can do since the Board members decided they wanted to do the teleconferencing anyway the bylaws be darned. I suppose at the next Board meeting you could raise a p. 244(d) Point of Order but it is likely that the results will be the same. Also, you might want to check out RONR pp. 240-252 which discusses how to properly raise Points of Order (objecting is not the proper term for what you are trying to do) and Appealing an adverse ruling (you DON'T tell the President that he is out of order unless decorum is being violated-which this would not be). Link to comment Share on other sites More sharing options...
Josh Martin Posted January 25, 2011 at 02:08 AM Report Share Posted January 25, 2011 at 02:08 AM How does one deal with this.If the President and/or other members of the board continue to have trouble following the rules of the society, perhaps the general membership would like to get some new board members. See FAQ #20. Link to comment Share on other sites More sharing options...
tctheatc Posted January 25, 2011 at 10:35 AM Report Share Posted January 25, 2011 at 10:35 AM It sounds as if this is another chair who believes being president means absolute power to do anything. Raising a single point of order probably won't do the trick. You'll likely have to do it over and over on several occasions with several instances of abuse of authority. But the more YOU know about proper procedure the more you can get others to see that perhaps this person should no longer be president. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 05:30 PM Author Report Share Posted January 25, 2011 at 05:30 PM Thanks to all for your help. RONRIN Chapter 11 is where I am starting. Have reviewed most other Chapters.marly Link to comment Share on other sites More sharing options...
jstackpo Posted January 25, 2011 at 06:13 PM Report Share Posted January 25, 2011 at 06:13 PM What do you mean by "RONRIN"?Robert's Rules of Order Newly Revised, or perhaps RONRIB:"Roberts Rules of Order Newly Revised In Brief" (Da Capo Press, Perseus Books Group, 2004). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.00! You can read it in an evening. Link to comment Share on other sites More sharing options...
Guest F.R.Pond Posted January 25, 2011 at 09:03 PM Report Share Posted January 25, 2011 at 09:03 PM .... As for the Board allowing the teleconferencing there probably isn't much you can do since the Board members decided they wanted to do the teleconferencing anyway the bylaws be darned....So, if motions were made and votes cast via teleconferencing, would all actions taken be null & void (since teleconferencing is not permitted via the Bylaws)? Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 09:05 PM Author Report Share Posted January 25, 2011 at 09:05 PM Opp's!! Sorry missed key. Should have been RONRIB...see letters B&N on key board.marly Link to comment Share on other sites More sharing options...
hmtcastle Posted January 25, 2011 at 09:10 PM Report Share Posted January 25, 2011 at 09:10 PM So, if motions were made and votes cast via teleconferencing, would all actions taken be null & void (since teleconferencing is not permitted via the Bylaws)?Not necessarily. The process was improper but the actions can later be ratified (or not) at a proper meeting of the board (as long as it's something the board had the authority to do in the first place). Prior to, and subject to, ratification, they remain the individual actions of individual board members. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 09:18 PM Author Report Share Posted January 25, 2011 at 09:18 PM Not necessarily. The process was improper but the actions can later be ratified (or not) at a proper meeting of the board (as long as it's something the board had the authority to do in the first place). Prior to, and subject to, ratification, they remain the individual actions of individual board members. Link to comment Share on other sites More sharing options...
robert conway Posted January 25, 2011 at 09:23 PM Author Report Share Posted January 25, 2011 at 09:23 PM At the regular meeting with quorum present. Cann't one make a point of order that by-laws do not allow teleconference calls.Therefore those directors that can not attend are absent...hang up the phone and start the qtrly meeting Link to comment Share on other sites More sharing options...
hmtcastle Posted January 25, 2011 at 09:25 PM Report Share Posted January 25, 2011 at 09:25 PM At the regular meeting with quorum present. Cann't one make a point of order that by-laws do not allow teleconference calls.Therefore those directors that can not attend are absent...hang up the phone and start the qtrly meetingYep. Link to comment Share on other sites More sharing options...
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