It's Like The Old Cartoon...

If I may return to the stepping on the rake analogy, wouldn't it make more sense to let the members conduct business at the meeting (including voting) and then determine if the members have "trampled" on the board's "rights"? As we all know, motions get amended during meetings. For example, Director Rough properly made a friendly amendment to his own motion at the last Board meeting. I have been contacted by some members who have made great suggestions on friendly amendments to my motions, and I have contacted other motion makers about friendly amendments to their motions. Under normal circumstances, any amendment has to be voted on separately from the motion. Isn't this the way it is supposed to work? Why this Board chose to make a mountain out of a mole hill is beyond me. The lawsuit is about the Board once again "stepping on the rake" and trying to interfere with a democratic process by not allowing members to exercise their right to vote. You know my position on this: Not now, not ever. As Yogi Bera once noted we are headed for "Deja vu all over again" unless the Board reverses course.

 

The hypothetical was never really the point John, the question is and always has been where is the line between "affairs of the corporation" and the rights of the membership and what they may or may not be able to vote on?

You know way better than most, our documents are only half of the picture when it comes to answering that question; which is exactly why i posted their fiduciary duties that often get missed when talking about how a board has to function. The tragedy in the list i posted screams at the inadequacy in the training process and education they receive after being elected.

 

It's my opinion that what should be done is that each motion should be allowed to come-up and first see if it gets a "second". If it does get a "second" then proceed with the debate process and see where that goes. Then vote on the final probably amended main motion and see if it passes or fails. If it fails then it's a done deal and doesn't require any study from the Board. If it does pass, and does affect the affairs of the corporation, then the Board should take hold of it and do their due diligence and study the motion.

I think that would be the fairest way to treat those motions. I also think the Board is afraid of the time it will take to go through all the motions and the easiest way-out was to simply disallow them all.

Would it be such a terrible thing to adjourn the meeting to a later date if it went on too long? If they did that and failed to get a quorum at that meeting then it's over, but the reason for failure was not the RCSC or Boards fault. The fault would squarly fall on the complacency of the Members who decided not to attend the adjourned meeting.

 

I understood your hypothetical was not the point Bill. When on the Board I encouraged my fellow board members to have a professional redraft the bylaws into a sensible form. There was some progress in that regard in that the Director assigned to do the drafting had some access to an expert non-profit attorney. If your point is the Bylaws still leave much to be desired, I completely agree with you. I really liked your point about fiduciary duty training because that is an area where RCSC should receive a failing grade. Unfortunately, we have what most would call an embattled GM in charge of that training when we should IMHO outsource it to a professional firm. As to where the lines of authority begin and end (members, board, management), that seems to change based on who you ask and what day it is. Maybe the court can help sort that out.

 

If there was ever a strong argument for developing training for the new incoming board members, I think we have a strong argument based upon the current situation. It would appear the board members may have followed the advice of the current attorney. That is not necessarily a bad thing, only that it has caused a lot of bad blood between the board and the members. Had the board received qualified, quality training in regards to their duties and responsibilities perhaps this current situation would not have occurred. This training could have been the groundwork for the board actually understanding the value of communication and outreach within a nonprofit organization. This should be considered a wake up call to action for implementing a training program as soon as possible. Perhaps this could help avoid this type scenario from happening again. My opinion.

 

I agree with your opinion.

 

Alas, common sense!

 

Agreed and I have recommended the same thing... The Board has to follow the lawyer's advice so right now it is a question of whether he sees it the same way.

 

Many colleges offer programs to train directors. One source I often turned to when I was on the board was Board Source which offers a variety of very good programs. I am definitely a strong proponent of outsourcing this training as the training I went through was not IMHO good and it was conducted by the GM. When I recommended this to the GM it was not IMHO taken seriously. Proper training is the key to good decision making.

 

John,
Thank you for your recommendation of BoardSource for creating a training program for the RCSC. I heard back from the representative of Purdue University and she also recommended BoardSource as a training option. I will try to do some additional research into this topic and see what might be helpful for a training program for our community and board.

 

In addition to the board, there are two people that should be eligible for training the Board Coordinator and the GM.

 

John,
What’s wrong with Marcia or are you talking about the person who is part of Matt’s patronage army?

 

John,
But, but ,but, Matt has an MBA from Harvard, wouldn’t that have prepared him for any job or is my opinion of MBAs a little on the truthful side?

 

Dave, In my experience an MBA prepares you to be humbled by the real world. For some it is held out as a know all degree, but those folks usually flame out pretty quickly. My suggestion to include the Board Coordinator and GM in the training is they are the closest employees to the Board and it is helpful if everyone is on the same page. Hope that helps clarify. John

 

So you do not mean Marcia, but the patronage one.

 

We haven’t found a resource for a training program. We don’t even have buy in from the powers that be. Please, I ask for cooperation from all sides in helping get this type of project accomplished to the satisfaction of the people needing to participate. We can achieve so much more as a joint effort and look forward to making this come together soon and make it a real success.
Thank you for your support and consideration.

 

I took many business courses by Franklin-Covey which helped me so much in my professional business and personal life. I was honored to meet and be taught by the master, Dr. Stephen Covey during the 1990s. I wonder if the Franklin Covey academy is still around. Dr. Covey died in a bicycle accident in the early 2000s, but his courses may still be out there. Our board could use his teachings right now!