Hello everyone.
I'm Eliza Kragh,
and today I'm joined by Mark Apodaca, an expert in parliamentary procedures.
We'll be addressing two important questions in our discussion today.
Mark, thank you for being here today.
I'm excited and looking forward to our discussion.
Shall we begin with the first question?
Yes, please proceed.
Our first question relates to Robert's Rules of Order, 12th edition.
When members disagree with board decisions, what is the appropriate protocol for expressing their concerns?
Okay.
Many members don't realize that during a conference or business meeting,
we elect our leadership- the president, vice president, and other officers through a democratic voting process.
Once the meeting concludes, the elected board assumes full authority and becomes responsible for managing the organization on behalf of its members.
Throughout the United States, state laws governing non-profit organizations
consistently establish the board as the primary authority responsible for member representation.
The board serves a specified term, typically two years as defined in the bylaws.
Many people I've encountered mistakenly believe they have an automatic right to participate in board meetings.
This is not accurate unless specifically permitted by your bylaws.
In fact, Robert's Rules of Order contains no provisions granting members the right to participate in board meetings.
There is a reason only the board has authority to operate the organization.
Consider this practical example: if five members want to participate in every board meeting,
it could significantly extend meeting duration and impact efficiency.
The board needs to focus on their designated responsibilities to operate the organization.
Remember, general members are not board members.
Some organizations include a dedicated time for member comments in their meeting agenda.
This structured approach allows members to share their thoughts and concerns during the designated period.
After election at the conference and closure of the business meeting,
the board assumes leadership...
with three core responsibilities:
duty of care, duty of loyalty, and duty of obedience.
Board members must fulfill these criteria throughout their term.
They have specific duties to fulfill
For example, at NAD conferences, delegates propose priority motions.
Once the conference concludes,
the board takes responsibility for implementing these priorities over the next two years.
Delegates and members step back from direct involvement, allowing the board to execute their duties effectively.
This is precisely why they were elected.
While some bylaws permit member participation,
I do not encourage this to be in the bylaws.
The bylaws should empower the board to manage the organization - that's the purpose of their election.
Many state laws within nonprofit statutes require non-profit organizations to hold annual meetings.
While many organizations for the Deaf hold conferences every two years,
but many don't realize that state law often mandates annual meetings.
So if members need to take action on urgent matters, they can request an annual meeting.
The members can attend this called business meeting to question board decisions and vote to overturn specific actions if necessary.
Robert's Rules of Order permits this process.
However, your organization's bylaws and procedures must explicitly outline these provisions.
Without such specifications in the bylaws, these actions aren't permitted.
I support members observing meetings and...
providing comments at appropriate times.
I'm fine with this but the board can establish standing rules that clearly define this process.
These standing rules explain the procedures,
supported by state law and organizational bylaws.
Most boards serve two-year terms with clear authority.
The board has authority to develop and approve standing rules for member comments during board meetings.
This option provides a structured solution to address member input.
Without proper structure for member participation, business would never conclude.
I'm a member of the National Association of Parliamentarians, which has over 4,000 members.
Consider this: if all members could participate in board meetings, how would we maintain efficiency?
Such a meeting would be impractical and extraordinarily time-consuming.
We can observe via Zoom, but participation is limited.
The board meetings are for conducting organizational business - that's why we elected them to lead the organization.
It's essential to have clear policy procedures that the board follows.
Organizations function best when they have well-defined procedures for progress.
This includes standing rules and related procedures - these are my professional opinions.
Mark, you've mentioned participation several times.
Could you clarify what participation means exactly?
Pre-COVID, many state associations and local clubs
had members attending meetings who would raise their hands during discussions.
Now with Zoom and online platforms, boards have the option to disable member videos,
limiting their ability to share opinions.
What specifically constitutes participation?
Robert's Rules of Order clearly establishes members' rights to participate in member meetings.
This is the members' right.
However, it deliberately omits provisions for board meeting participation.
This distinction serves a specific purpose.
Having unrestricted participation would undermine the board's purpose.
When you elect board members, you're entrusting them to proceed with their designated responsibilities.
If there is a board meeting on Zoom platform, it's fine for the members to observe.
I've written many bylaws and advised numerous organizations.
It's essential to maintain clear separation between different types of meetings:
annual meetings where members participate in business decisions,
and board meetings which serve an entirely different purpose.
There is a separation.
I do not encourage member participation in board meetings.
Members elected the board to proceed with their duties.
Robert's Rules of Order is explicit - there are no provisions for member participation in board meetings.
If your organization's bylaws currently allow this,
I encourage members to reconsider that section through proper amendments.
Many boards I've observed handle this sensitively.
They allow members to observe and take notes.
Members can then contact the president or board with questions afterward, allowing for appropriate response channels.
This approach enables the board to fulfill their duties effectively.
This is how I can see how to maintain efficient board meetings.
When board meetings run efficiently, the entire organization benefits from this efficiency.
I've seen organizations with smooth board operations achieve remarkable success.
During annual meetings, the boards can share their reports with members.
This is a way of annual reports.
I advise organizations to maintain clear operational boundaries and let boards function independently.
State laws, Robert's Rules of Order, and bylaws grant boards the authority to manage organizations during their terms on behalf of members.
Members delegate this power to the board through the election process.
That's my thought.
Beyond waiting for annual meetings,
do members have other channels to express concerns with the board,
or must they wait for the annual meeting?
Robert's Rules clearly outlines that members can call special meetings for specific topics,
provided the bylaws specify the petition requirements, member signatures needed, and advance notice periods.
These requirements specify how topics must be clearly defined to be discussed.
Those are the requirements for the Robert's Rules to be applicable.