WEBVTT

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Hello everyone.

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I'm Eliza Kragh,

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and today I'm joined by Mark Apodaca, an expert in parliamentary procedures.

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We'll be addressing two important questions in our discussion today.

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Mark, thank you for being here today.

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I'm excited and looking forward to our discussion.

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Shall we begin with the first question?

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Yes, please proceed.

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Our first question relates to Robert's Rules of Order, 12th edition.

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When members disagree with board decisions, what is the appropriate protocol for expressing their concerns?

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Okay.

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Many members don't realize that during a conference or business meeting,

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we elect our leadership- the president, vice president, and other officers through a democratic voting process.

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Once the meeting concludes, the elected board assumes full authority and becomes responsible for managing the organization on behalf of its members.

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Throughout the United States, state laws governing non-profit organizations

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consistently establish the board as the primary authority responsible for member representation.

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The board serves a specified term, typically two years as defined in the bylaws.

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Many people I've encountered mistakenly believe they have an automatic right to participate in board meetings.

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This is not accurate unless specifically permitted by your bylaws.

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In fact, Robert's Rules of Order contains no provisions granting members the right to participate in board meetings.

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There is a reason only the board has authority to operate the organization.

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Consider this practical example: if five members want to participate in every board meeting,

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it could significantly extend meeting duration and impact efficiency.

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The board needs to focus on their designated responsibilities to operate the organization.

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Remember, general members are not board members.

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Some organizations include a dedicated time for member comments in their meeting agenda.

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This structured approach allows members to share their thoughts and concerns during the designated period.

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After election at the conference and closure of the business meeting,

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the board assumes leadership...

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with three core responsibilities:

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duty of care, duty of loyalty, and duty of obedience.

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Board members must fulfill these criteria throughout their term.

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They have specific duties to fulfill

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For example, at NAD conferences, delegates propose priority motions.

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Once the conference concludes,

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the board takes responsibility for implementing these priorities over the next two years.

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Delegates and members step back from direct involvement, allowing the board to execute their duties effectively.

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This is precisely why they were elected.

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While some bylaws permit member participation,

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I do not encourage this to be in the bylaws.

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The bylaws should empower the board to manage the organization - that's the purpose of their election.

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Many state laws within nonprofit statutes require non-profit organizations to hold annual meetings.

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While many organizations for the Deaf hold conferences every two years,

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but many don't realize that state law often mandates annual meetings.

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So if members need to take action on urgent matters, they can request an annual meeting.

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The members can attend this called business meeting to question board decisions and vote to overturn specific actions if necessary.

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Robert's Rules of Order permits this process.

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However, your organization's bylaws and procedures must explicitly outline these provisions.

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Without such specifications in the bylaws, these actions aren't permitted.

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I support members observing meetings and...

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providing comments at appropriate times.

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I'm fine with this but the board can establish standing rules that clearly define this process.

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These standing rules explain the procedures,

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supported by state law and organizational bylaws.

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Most boards serve two-year terms with clear authority.

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The board has authority to develop and approve standing rules for member comments during board meetings.

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This option provides a structured solution to address member input.

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Without proper structure for member participation, business would never conclude.

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I'm a member of the National Association of Parliamentarians, which has over 4,000 members.

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Consider this: if all members could participate in board meetings, how would we maintain efficiency?

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Such a meeting would be impractical and extraordinarily time-consuming.

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We can observe via Zoom, but participation is limited.

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The board meetings are for conducting organizational business - that's why we elected them to lead the organization.

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It's essential to have clear policy procedures that the board follows.

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Organizations function best when they have well-defined procedures for progress.

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This includes standing rules and related procedures - these are my professional opinions.

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Mark, you've mentioned participation several times.

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Could you clarify what participation means exactly?

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Pre-COVID, many state associations and local clubs

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had members attending meetings who would raise their hands during discussions.

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Now with Zoom and online platforms, boards have the option to disable member videos,

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limiting their ability to share opinions.

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What specifically constitutes participation?

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Robert's Rules of Order clearly establishes members' rights to participate in member meetings.

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This is the members' right.

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However, it deliberately omits provisions for board meeting participation.

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This distinction serves a specific purpose.

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Having unrestricted participation would undermine the board's purpose.

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When you elect board members, you're entrusting them to proceed with their designated responsibilities.

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If there is a board meeting on Zoom platform, it's fine for the members to observe.

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I've written many bylaws and advised numerous organizations.

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It's essential to maintain clear separation between different types of meetings:

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annual meetings where members participate in business decisions,

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and board meetings which serve an entirely different purpose.

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There is a separation.

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I do not encourage member participation in board meetings.

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Members elected the board to proceed with their duties.

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Robert's Rules of Order is explicit - there are no provisions for member participation in board meetings.

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If your organization's bylaws currently allow this,

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I encourage members to reconsider that section through proper amendments.

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Many boards I've observed handle this sensitively.

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They allow members to observe and take notes.

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Members can then contact the president or board with questions afterward, allowing for appropriate response channels.

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This approach enables the board to fulfill their duties effectively.

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This is how I can see how to maintain efficient board meetings.

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When board meetings run efficiently, the entire organization benefits from this efficiency.

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I've seen organizations with smooth board operations achieve remarkable success.

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During annual meetings, the boards can share their reports with members.

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This is a way of annual reports.

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I advise organizations to maintain clear operational boundaries and let boards function independently.

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State laws, Robert's Rules of Order, and bylaws grant boards the authority to manage organizations during their terms on behalf of members.

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Members delegate this power to the board through the election process.

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That's my thought.

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Beyond waiting for annual meetings,

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do members have other channels to express concerns with the board,

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or must they wait for the annual meeting?

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Robert's Rules clearly outlines that members can call special meetings for specific topics,

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provided the bylaws specify the petition requirements, member signatures needed, and advance notice periods.

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These requirements specify how topics must be clearly defined to be discussed.

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Those are the requirements for the Robert's Rules to be applicable.