WEBVTT 00:00:01.180 --> 00:00:02.420 Hello everyone. 00:00:02.450 --> 00:00:07.490 I'm Eliza Kragh, 00:00:07.490 --> 00:00:14.630 and today I'm joined by Mark Apodaca, an expert in parliamentary procedures. 00:00:14.630 --> 00:00:20.040 We'll be addressing two important questions in our discussion today. 00:00:21.100 --> 00:00:23.240 Mark, thank you for being here today. 00:00:23.240 --> 00:00:25.840 I'm excited and looking forward to our discussion. 00:00:25.840 --> 00:00:27.880 Shall we begin with the first question? 00:00:28.750 --> 00:00:30.180 Yes, please proceed. 00:00:31.110 --> 00:00:44.730 Our first question relates to Robert's Rules of Order, 12th edition. 00:00:44.900 --> 00:00:56.810 When members disagree with board decisions, what is the appropriate protocol for expressing their concerns? 00:00:59.910 --> 00:01:01.040 Okay. 00:01:02.910 --> 00:01:17.430 Many members don't realize that during a conference or business meeting, 00:01:18.130 --> 00:01:26.240 we elect our leadership- the president, vice president, and other officers through a democratic voting process. 00:01:26.470 --> 00:01:43.850 Once the meeting concludes, the elected board assumes full authority and becomes responsible for managing the organization on behalf of its members. 00:01:46.090 --> 00:01:55.800 Throughout the United States, state laws governing non-profit organizations 00:01:56.100 --> 00:02:04.040 consistently establish the board as the primary authority responsible for member representation. 00:02:05.540 --> 00:02:16.750 The board serves a specified term, typically two years as defined in the bylaws. 00:02:19.920 --> 00:02:31.230 Many people I've encountered mistakenly believe they have an automatic right to participate in board meetings. 00:02:35.040 --> 00:02:41.910 This is not accurate unless specifically permitted by your bylaws. 00:02:42.510 --> 00:02:59.000 In fact, Robert's Rules of Order contains no provisions granting members the right to participate in board meetings. 00:03:04.170 --> 00:03:08.610 There is a reason only the board has authority to operate the organization. 00:03:08.610 --> 00:03:17.450 Consider this practical example: if five members want to participate in every board meeting, 00:03:17.450 --> 00:03:22.690 it could significantly extend meeting duration and impact efficiency. 00:03:23.320 --> 00:03:31.560 The board needs to focus on their designated responsibilities to operate the organization. 00:03:32.100 --> 00:03:36.130 Remember, general members are not board members. 00:03:38.670 --> 00:03:53.050 Some organizations include a dedicated time for member comments in their meeting agenda. 00:03:53.750 --> 00:04:01.790 This structured approach allows members to share their thoughts and concerns during the designated period. 00:04:02.230 --> 00:04:06.930 After election at the conference and closure of the business meeting, 00:04:06.930 --> 00:04:10.000 the board assumes leadership... 00:04:12.870 --> 00:04:17.070 with three core responsibilities: 00:04:21.210 --> 00:04:30.020 duty of care, duty of loyalty, and duty of obedience. 00:04:31.550 --> 00:04:36.630 Board members must fulfill these criteria throughout their term. 00:04:37.930 --> 00:04:42.430 They have specific duties to fulfill 00:04:44.170 --> 00:04:53.880 For example, at NAD conferences, delegates propose priority motions. 00:04:56.250 --> 00:05:00.150 Once the conference concludes, 00:05:00.150 --> 00:05:06.720 the board takes responsibility for implementing these priorities over the next two years. 00:05:07.860 --> 00:05:16.530 Delegates and members step back from direct involvement, allowing the board to execute their duties effectively. 00:05:16.530 --> 00:05:19.440 This is precisely why they were elected. 00:05:24.440 --> 00:05:35.650 While some bylaws permit member participation, 00:05:36.650 --> 00:05:41.590 I do not encourage this to be in the bylaws. 00:05:42.290 --> 00:05:49.400 The bylaws should empower the board to manage the organization - that's the purpose of their election. 00:05:52.000 --> 00:06:06.350 Many state laws within nonprofit statutes require non-profit organizations to hold annual meetings. 00:06:08.520 --> 00:06:18.260 While many organizations for the Deaf hold conferences every two years, 00:06:18.260 --> 00:06:24.330 but many don't realize that state law often mandates annual meetings. 00:06:25.640 --> 00:06:36.980 So if members need to take action on urgent matters, they can request an annual meeting. 00:06:36.980 --> 00:06:50.430 The members can attend this called business meeting to question board decisions and vote to overturn specific actions if necessary. 00:06:50.490 --> 00:06:53.460 Robert's Rules of Order permits this process. 00:06:54.330 --> 00:07:04.840 However, your organization's bylaws and procedures must explicitly outline these provisions. 00:07:04.840 --> 00:07:10.980 Without such specifications in the bylaws, these actions aren't permitted. 00:07:15.290 --> 00:07:22.190 I support members observing meetings and... 00:07:22.490 --> 00:07:28.130 providing comments at appropriate times. 00:07:28.130 --> 00:07:37.810 I'm fine with this but the board can establish standing rules that clearly define this process. 00:07:39.710 --> 00:07:47.420 These standing rules explain the procedures, 00:07:47.420 --> 00:07:57.860 supported by state law and organizational bylaws. 00:07:58.360 --> 00:08:01.630 Most boards serve two-year terms with clear authority. 00:08:01.660 --> 00:08:12.240 The board has authority to develop and approve standing rules for member comments during board meetings. 00:08:13.580 --> 00:08:17.980 This option provides a structured solution to address member input. 00:08:18.280 --> 00:08:27.220 Without proper structure for member participation, business would never conclude. 00:08:28.630 --> 00:08:34.330 I'm a member of the National Association of Parliamentarians, which has over 4,000 members. 00:08:35.800 --> 00:08:43.040 Consider this: if all members could participate in board meetings, how would we maintain efficiency? 00:08:43.040 --> 00:08:45.880 Such a meeting would be impractical and extraordinarily time-consuming. 00:08:45.880 --> 00:08:53.680 We can observe via Zoom, but participation is limited. 00:08:54.750 --> 00:09:03.760 The board meetings are for conducting organizational business - that's why we elected them to lead the organization. 00:09:04.830 --> 00:09:15.170 It's essential to have clear policy procedures that the board follows. 00:09:18.310 --> 00:09:23.010 Organizations function best when they have well-defined procedures for progress. 00:09:23.050 --> 00:09:28.820 This includes standing rules and related procedures - these are my professional opinions. 00:09:30.590 --> 00:09:35.890 Mark, you've mentioned participation several times. 00:09:35.890 --> 00:09:40.300 Could you clarify what participation means exactly? 00:09:40.300 --> 00:09:48.370 Pre-COVID, many state associations and local clubs 00:09:48.770 --> 00:09:54.840 had members attending meetings who would raise their hands during discussions. 00:09:54.840 --> 00:10:03.920 Now with Zoom and online platforms, boards have the option to disable member videos, 00:10:03.990 --> 00:10:08.590 limiting their ability to share opinions. 00:10:08.590 --> 00:10:11.160 What specifically constitutes participation? 00:10:12.900 --> 00:10:20.670 Robert's Rules of Order clearly establishes members' rights to participate in member meetings. 00:10:22.210 --> 00:10:23.910 This is the members' right. 00:10:25.010 --> 00:10:29.910 However, it deliberately omits provisions for board meeting participation. 00:10:32.050 --> 00:10:37.150 This distinction serves a specific purpose. 00:10:40.060 --> 00:10:48.400 Having unrestricted participation would undermine the board's purpose. 00:10:52.200 --> 00:11:01.110 When you elect board members, you're entrusting them to proceed with their designated responsibilities. 00:11:04.450 --> 00:11:08.690 If there is a board meeting on Zoom platform, it's fine for the members to observe. 00:11:10.020 --> 00:11:17.790 I've written many bylaws and advised numerous organizations. 00:11:18.800 --> 00:11:23.970 It's essential to maintain clear separation between different types of meetings: 00:11:23.970 --> 00:11:32.380 annual meetings where members participate in business decisions, 00:11:33.340 --> 00:11:38.550 and board meetings which serve an entirely different purpose. 00:11:38.580 --> 00:11:40.620 There is a separation. 00:11:44.090 --> 00:11:50.490 I do not encourage member participation in board meetings. 00:11:50.490 --> 00:11:53.760 Members elected the board to proceed with their duties. 00:11:55.900 --> 00:12:02.970 Robert's Rules of Order is explicit - there are no provisions for member participation in board meetings. 00:12:06.680 --> 00:12:10.950 If your organization's bylaws currently allow this, 00:12:10.980 --> 00:12:27.230 I encourage members to reconsider that section through proper amendments. 00:12:29.870 --> 00:12:35.540 Many boards I've observed handle this sensitively. 00:12:35.870 --> 00:12:44.350 They allow members to observe and take notes. 00:12:44.480 --> 00:12:56.190 Members can then contact the president or board with questions afterward, allowing for appropriate response channels. 00:12:56.930 --> 00:13:02.330 This approach enables the board to fulfill their duties effectively. 00:13:04.730 --> 00:13:11.370 This is how I can see how to maintain efficient board meetings. 00:13:13.110 --> 00:13:19.850 When board meetings run efficiently, the entire organization benefits from this efficiency. 00:13:23.490 --> 00:13:34.760 I've seen organizations with smooth board operations achieve remarkable success. 00:13:39.340 --> 00:13:46.680 During annual meetings, the boards can share their reports with members. 00:13:50.650 --> 00:13:54.320 This is a way of annual reports. 00:13:57.750 --> 00:14:06.260 I advise organizations to maintain clear operational boundaries and let boards function independently. 00:14:06.260 --> 00:14:22.410 State laws, Robert's Rules of Order, and bylaws grant boards the authority to manage organizations during their terms on behalf of members. 00:14:22.580 --> 00:14:28.450 Members delegate this power to the board through the election process. 00:14:29.690 --> 00:14:31.290 That's my thought. 00:14:38.560 --> 00:14:46.400 Beyond waiting for annual meetings, 00:14:47.670 --> 00:14:53.840 do members have other channels to express concerns with the board, 00:14:53.840 --> 00:14:56.610 or must they wait for the annual meeting? 00:15:01.720 --> 00:15:17.100 Robert's Rules clearly outlines that members can call special meetings for specific topics, 00:15:17.100 --> 00:15:36.120 provided the bylaws specify the petition requirements, member signatures needed, and advance notice periods. 00:15:36.890 --> 00:15:41.790 These requirements specify how topics must be clearly defined to be discussed. 00:15:42.760 --> 00:15:47.030 Those are the requirements for the Robert's Rules to be applicable.