PAULA MCELWEE: okay. It's time to get started. We can draw your attention back to the group here and just have one conversation, if we could. Great. Thank you. All right. Well, we're going to turn this over to Bob and he's going to continue the functions of a nonprofit board. ROBERT HAND: okay. And as we get into this, remember to think about this in terms of you or your staff or volunteers are going to be teaching this. So if you have questions about what it is you would be teaching, you want to bring that up. I would start by looking at appendix 2c. It's on page 147. And what this is, is the responsibilities of a nonprofit board. I'm just going to really quickly step through them, of knowing what a board is supposed to be doing. So they determine the organization's mission and purpose. Obviously, you want a lot of input from the community, from consumers, from your staff, but it really isn't the mission until the board votes on it and approves it and says that's the mission. They select the chief executive, the executive director, chief executive officer, whatever title you use, it's the board's responsibility to do that. I was on the search committee for my replacement, but I told them when they're deciding who to interview, I would not vote on that. And then when they're deciding who to select, I would not vote on it, because that's a board responsibility. As the outgoing executive director, I could give input and I could help them search through, but it's not my place to make the decision. Only the board can do that. They need to support the chief executive and to assist his or her performance. Now, to me this is such a tricky area when I do consulting. One of the things I've said to boards in training is if you as a board member are not getting along with the executive director, you need to sit down and talk it out with them and come to an understanding or you need to get enough board members to agree with you and terminate that executive and find somebody else or you need to leave the board, because the board must support the executive director. And if they can't do that, that needs to be worked out somewhere along the line. But it's also critical that they assess the performance and make sure they're doing their job right. They need to ensure effective organizational planning. Now, again, it doesn't mean they necessarily do the planning, but it means they're responsible for it and would have some role within it, such as in the strategic plan. They need to ensure adequate resources. I've had a lot of people wanting me to train their boards to do fundraising, which I do, and I've had board members say, "Do we have to raise funds? Do we have to do fundraising?" The bottom line is you have to make sure there's enough money. Not just whatever grants are there. If you have a mission, you have things you're doing, do you have enough money to do it? If you do, that's your responsibility. If you don't, you can't just say, well, the executive director needs to find it. As a board, you need to make sure it comes in, whether that's fundraising or some other way. You need to manage resources effectively. Not the day-to-day management, but it's the board's job to oversee that all of the resources, whether they're personnel, equipment, money, whatever, are being used effectively. Determine, monitor and strengthen the organization's program and services. And, again, we're talking about oversight, not running the programs. But if an agency is going to start a new program, that's really a board decision and the board should get reports how's it doing, what are we doing, but not operate, not day-to-day kind of operational decisions. Enhance the organization's public standing and image. Every board member should be an ambassador for the organization. That's one we really push. I talk to board members. I used to drive my wife crazy. We'd be at a party, somebody would say, wow, I just lost some good employees. I'm having a hard time finding them. And I'd say, whoa, guess what. I know a place that does job placement. Or somebody would talk about some extra money they got. I said, boy, if you need to make a donation, I know a place, and that's what I tell my board members to do. You're ambassadors. Everybody you're talking to, keep in mind what that organization does and how you can promote that. Ensure legal and ethical integrity and maintain accountability. Now, I don't know how many laws apply to independent living centers. Lots and lots of them, as general non-profits, as corporations, as independent living centers. And there's no way for your board members to know all of that, but they can still monitor the accountability. They can say to the executive director, you know, when you get any kind of report, we want to see it. When your designated state agency, if they do a review, your board should see it. Obviously, your audit, we'll talk about that in more detail, but that has to go to the board. So they have ways to monitor that. Recruit and orient new board members and assess board performance. So, again, continuity is the key. It's great if you're a good board member, but when you leave that board, have you recruited a good board member to take your place? And it's a board's responsibility, along with the executive director, to make sure that recruitment is going. And a board should assess itself. Now, I know some who have individual assessments of board members, but we're really talking about assessing themselves as a board. So there's an example in there of some board assessment that you can use. It's a real basic one, but there's others you can get. So the board once a year should look at itself and say, are we doing what we're supposed to do as a board? Are we getting the information we need? Are we addressing the right issues? All of those types of things. Then in the book there are some nonprofit, the next appendix, which is D, just some basic nonprofit definitions. There's a lot more of them. These were picked as some that we thought were important. You know, generally, what is a nonprofit? It's a designation typically by the IRS. In most states you must also be designated a nonprofit in your state as well. But it's strictly a tax status. What a 501(c)(3) nonprofit is. What's that mean? A Community Benefit Organization, CBO. You know, there are some groups that promote that, because they say if you call yourself a nonprofit, all that tells is what you don't do, you don't make a profit. Which, by the way, you better make a profit or you're going to go out of business. But your board members or dividend holders don't make the profit, only the organization does. I am old and I have said this a long time, so I say nonprofit, but if you want to be more progressive, CBO, Community Benefit Organization, because that's what you're about. If you hear the term NGO, in most other countries the tax status isn't the issue, it's that you're not a government organization. So they go by NGO, Non-Government Organization. Anyway, there's a few more of those. I won't go through all of them. But these are basics that people need to know if they are going to go onto boards and provide that service. Then we go into the keys of articles of incorporation. So we've talked about that a little bit. You're typically incorporated within the state where you provide service. That gives you the status, that gives you the board protection for your members. That happens through your articles. Now, you might be an association and have articles of association instead, but generally we're dealing with organizations that have corporations. By the way, the leadership academy itself is designed around training for nonprofit corporations generally that have staff. So you have the Lions Club, it's a nonprofit corporation, but it doesn't really fit into a lot of these things because the members do everything. So you don't have to distinguish between what does your board do and what does your staff do. We're talking about ones that have boards with staff primarily and how that operates. So, generally, articles of incorporation are fairly general, unless yours were done a long time ago. To me, one of the primary things to understand is that you can be a membership or a non-membership corporation. Is anybody familiar with that, what that means? I am. Okay. I'm going to tell you then. It's really, it's a status from the IRS. If you are a membership organization, your members have legal responsibilities, but also they have certain privileges, legal privileges. Typically, they elect the board. If you're going to change bylaws, they have to approve the bylaws. Most of us are non-member organizations and that's what I as a consultant would generally recommend. You have groups, if you're familiar with ARC, which used to be Association for Retarded Citizens, like ARC Fresno. They are all membership organizations. They want their families involved. But the problem with a membership organization is often we use that just as a fund raiser. So you might have 100 people who pay $15 a year just to be a member. All they are doing is donating $15. Now you want to change your bylaws and you may have to get 51of those people to vote to change your bylaws because they're members and they have that authority. So most of you are non-member organizations, but you need to look at your articles of incorporation and determine whether that's true or not. Questions about membership or non-membership? Yes. AUDIENCE MEMBER: just a comment really. [00:12:29.19] I work for Tri-County Patriots for Independent [00:12:31.12] Living, which we believe is one of the only [00:12:35.09] membership-driven CILs in the country, and for us [00:12:37.55] it works very, very well because membership [00:12:40.31] is a way to keep our consumers involved [00:12:42.17] in what we do in our events and activities [00:12:46.29] and also it's a way to recruit board members. [00:12:49.20] But I do agree that there's a lot more, (microphone cut out) [00:12:52.82] ROBERT HAND: if you have a reason [00:12:55.49] that you want to do that, to enocourage participation [00:13:00.50] and stuff, then you do that. [00:13:01.59] By the way, one of the other things I tell my [00:13:04.25] staff when they're dealing with all the [00:13:07.32] regulations from the government is, [00:13:10.05] remember it's government. [00:13:12.41] It doesn't have to make sense. [00:13:14.01] You just have to do it. [00:13:16.43] So with the IRS you can be a non-membership [00:13:20.23] corporation and you can do a fundraiser and have [00:13:23.98] members as long as you don't say anywhere that [00:13:29.24] your membership gives you certain privileges. [00:13:33.47] If your articles of incorporation say you're [00:13:35.55] a non-membership, but she wants to have a [00:13:38.91] membership drive for ABLE South Carolina to raise [00:13:42.58] money and you give her $25 and you're a member, [00:13:46.91] she can do that as long as it doesn't say anywhere [00:13:49.51] that members get to vote or something. [00:13:53.29] So most of you are going to be non-membership. [00:13:55.68] What that means is your board is the membership, in effect. [00:14:00.37] Your board now has all legal authority to operate that. [00:14:06.15] If you're a membership, mostly the board does, [00:14:09.35] but members will have certain responsibilities [00:14:14.72] that they take and certain authority. [00:14:24.76] AUDIENCE MEMBER: so independent living [00:14:26.01] centers that allow staff to pay dues to purchase [00:14:31.40] membership, so I think what's happened at times [00:14:36.31] is when they're invited to the annual meetings, [00:14:39.34] say, this is when we see staff being encouraged [00:14:42.23] most and then wanting most to vote at the [00:14:45.54] annual meeting. [00:14:47.63] But where does decision making end, then, for [00:14:50.91] a staff who is paying dues to become a voting member [00:14:57.78] and where the boards authority comes in. [00:15:00.31] ROBERT HAND: so you are talking about [00:15:01.50] you are a membership organization so your [00:15:03.41] members have authority to elect people, right? [00:15:08.59] AUDIENCE MEMBER: it would seem so. [00:15:10.56] ROBERT HAND: it sounds like, you may want to go [00:15:12.72] back and look at your articles and see whether [00:15:15.08] you are membership or non-membership, [00:15:18.24] because people get that confused. [00:15:20.34] Sometimes they're originally incorporated [00:15:22.27] as non-membership, but they have membership [00:15:24.76] drives and then 20 years down the road nobody [00:15:28.98] realizes that they're not actually a membership [00:15:31.24] organization so they start giving their, [00:15:33.94] allowing their members to vote on things that they [00:15:36.68] don't have the authority to. [00:15:38.89] But if you are a membership and [00:15:40.79] your staff becomes members and has [00:15:43.85] the right to vote, Paula, do you want to say [00:15:45.96] anything about that? [00:15:47.69] PAULA MCELWEE: well, [00:15:48.35] ROBERT HAND: you have to have a mic. [00:15:52.36] PAULA MCELWEE: you know, the membership for the [00:15:54.89] sake of raising money, we see it in what? [00:15:59.24] Public television and public radio both do that. [00:16:03.20] It's a good strategy for a lot of organizations, [00:16:06.02] but having members, staff who are members [00:16:09.08] who are voting on who the executive director is [00:16:12.01] is a very complex kind of arrangement that we just [00:16:16.72] don't recommend that centers go there. [00:16:19.99] Don't be membership organizations under IRS [00:16:22.73] and don't have a membership that votes. [00:16:26.11] And there are other problems with it, too. [00:16:28.70] One of the other problems is you [00:16:30.17] lose track of your membership. [00:16:32.48] And you know how hard it is sometimes, [00:16:35.34] you get ahold of some of your consumers, [00:16:37.08] they're pretty mobile, they change phone numbers, [00:16:40.88] mailing address is not what it was two months ago. [00:16:43.98] They come in and they receive services and [00:16:45.53] they decide to give you a membership and that's [00:16:47.34] great, but then are you going to be able to have [00:16:49.09] enough people at your annual meeting to actually vote? [00:16:53.43] Because it's difficult sometimes to get all [00:16:56.37] your members to come. [00:16:59.52] And so you've got multiple levels of problems when [00:17:02.47] you have a large membership organization. [00:17:05.25] It's a much more efficient organization [00:17:08.86] to have a board that is the member that [00:17:11.00] makes the decision. [00:17:12.52] So we recommend against it, [00:17:15.27] for fundraising it's fine, but having that situation, [00:17:18.83] if you already have that situation, I think it would [00:17:22.42] be good to talk about it internally, because [00:17:24.94] that means changing your status usually [00:17:27.09] at your state level to a non-membership organization. [00:17:30.92] But I think it would be worth taking a look at. [00:17:33.21] I don't know what other problems people have [00:17:34.97] seen, but a couple of times I've seen it they've [00:17:37.27] just been very complicated, very difficult to implement. [00:17:42.48] And you think about how you have issues sometimes [00:17:45.00] with your boards of seven people or 15 people or [00:17:48.20] however many you have on your boards and then you [00:17:50.34] multiply that to 300, or how many people did you [00:17:53.36] say you serve, Kimberly? [00:17:54.65] 1,500? [00:17:56.23] As you go up and as you invite more and more people, [00:17:58.84] then you have to be in touch with all those people. [00:18:02.15] And so, unless they're going to give a proxy to somebody. [00:18:05.54] It gets you into all those complicated situations. [00:18:09.71] ROBERT HAND: and of course, [00:18:10.45] the complicating factor is, if you are a membership [00:18:11.82] organization, typically your membership has [00:18:16.15] to vote to become a non-membership organization. [00:18:21.68] But unless you have regulations written in [00:18:24.76] that says your staff members cannot be [00:18:27.45] members, then you probably can't stop [00:18:29.63] them from being members if they want to be. [00:18:33.18] AUDIENCE MEMBER: but then, exactly what Paula is talking [00:18:35.32] about then, the problem of keeping track of all of [00:18:36.77] them if you do allow this, so they would be [00:18:40.37] considered part of who needed to be counted [00:18:41.49] to have a quorum at meetings; correct? [00:18:43.73] PAULA MCELWEE: yes. [00:18:44.97] ROBERT HAND: that was part of the difficulty I said. [00:18:47.24] You could have 200 members. [00:18:49.56] Now you want to change your bylaws and typically [00:18:52.49] you have to have at least 51 percent. [00:18:54.39] Sometimes two-thirds are required to change bylaws. [00:18:58.59] Can you get that many members to vote? [00:19:01.11] If you can't, then you can't do anything. [00:19:03.29] So it does become a difficulty. [00:19:06.45] But most of you are probably non-member organizations, [00:19:10.09] but you need to check on that for yourself. [00:19:12.84] And then tell people to check on it if they [00:19:15.38] become members of a board. [00:19:19.70] AUDIENCE MEMBER: what I've done in the past is [00:19:21.18] rather than having a membership organization, [00:19:23.80] had a committee or an advisory group within [00:19:29.08] that was membership. [00:19:30.67] And especially around advocacy, [00:19:32.24] cause then anybody can join it. [00:19:34.30] A lot of times people just want to feel like [00:19:35.79] they belong someplace and [00:19:37.46] they can say this is my organization, [00:19:39.99] and there are ways to do that without giving [00:19:42.36] them that power of actual membership. [00:19:45.88] ROBERT HAND: that's exactly right. [00:19:47.21] You can get input in all kinds of ways. [00:19:47.95] It's very different than having people with legal [00:19:51.00] privileges to do voting, which is very different. [00:20:00.36] Okay. [00:20:00.89] So then you have bylaws. [00:20:02.93] When you get your 501(c)(3) status, [00:20:06.43] typically when you get your incorporation, [00:20:08.85] you also have to have written bylaws. [00:20:11.37] There's samples of both articles and [00:20:14.07] bylaws in here. [00:20:15.07] They were put in there many years [00:20:16.35] ago by the staff. [00:20:17.51] I'm not saying they're the best ones to use, [00:20:19.70] so look around, but they are some sample ones. [00:20:22.94] They are more detailed. [00:20:27.12] They're going to give different things. [00:20:29.05] Like if your membership, it will say which rights [00:20:32.12] your members have. [00:20:34.09] It will typically say how many board members. [00:20:37.31] And, by the way, I recommend don't just say, [00:20:40.56] like, we'll have 10 board members, because then [00:20:43.72] if you have 10 and one leaves, [00:20:45.60] you're out of compliance with your bylaws. [00:20:48.48] Say you'll have 8 to 15 or, you know, 6 to 12. [00:20:53.35] Give yourself some leeway. [00:20:56.38] The IRS requires a minimum of three [00:21:00.44] and less than half of the board can be [00:21:03.36] related to each other. [00:21:05.80] So I tried to incorporate a nonprofit one time with [00:21:09.86] two couples and then one other person. [00:21:13.50] So there were two married couples and then one [00:21:15.21] other person and the IRS said no. [00:21:17.31] Four of those people are all related, so they [00:21:20.14] can't be the members. [00:21:22.30] You had to have less than half of them can be [00:21:24.58] related to each other or related to anyone. [00:21:27.94] Within that, you may want to say can they be [00:21:31.53] related to anybody on the, on the staff? [00:21:36.05] So the IRS does not say a paid person [00:21:39.37] cannot be on the board. [00:21:42.02] I, as an executive director at one nonprofit, not an [00:21:46.36] independent living center, but a different [00:21:48.09] one, I was on the board. [00:21:51.27] Remember that this comes from for profit [00:21:54.64] corporations where the CEO is the chief [00:21:58.31] executive officer of the organization. [00:22:00.83] He's the director. [00:22:02.78] He's the executive among the directors. [00:22:06.50] We certainly don't recommend that in non-profits. [00:22:09.77] I don't know whether the regulations allow it for [00:22:12.87] independent living centers. [00:22:13.94] We've talked about that before. [00:22:18.09] PAULA MCELWEE: the people at ACL are, [00:22:21.39] they strongly suggest against it, but it's not [00:22:24.23] that you can't do it. [00:22:25.62] So there's no law against, a regulation [00:22:27.64] either against a paid person being on a board [00:22:30.67] of directors, but they will usually comment on it [00:22:35.51] when they go out and do a review. [00:22:37.09] They aren't comfortable with it. [00:22:40.19] ROBERT HAND: there's really no reason to do it, [00:22:42.71] so we would recommend you can have in your [00:22:46.68] bylaws no employee can be a member of the board. [00:22:51.55] And we would recommend that, but it's not, it's not a [00:22:54.12] legal requirement when you do see that happen. [00:22:57.91] But the bylaws will cover your membership rights. [00:23:00.55] Board members, yes, sir. [00:23:03.53] AUDIENCE MEMBER: I'm a CEO of a nonprofit. [00:23:06.42] Myself and our CFO are on the board, [00:23:09.36] but we are non-voting members. [00:23:12.52] ROBERT HAND: yeah, and that's something [00:23:15.95] that could be, and you want to look at your [00:23:18.23] state's, I don't know if you know, Paula. [00:23:21.31] In California they recently changed the law. [00:23:23.59] You cannot have non-voting members [00:23:26.92] on the board anymore in California. [00:23:29.36] I don't, California is weird, so I don't know [00:23:32.13] if that applies anywhere else. [00:23:34.31] But they did that because they had a bunch of [00:23:37.98] nonprofit boards who had ad hoc members, you had [00:23:42.61] honorary members, and it started getting confused [00:23:45.78] what actually made up a quorum of that board [00:23:50.36] and who actually had what rights. [00:23:52.84] So they just changed the law and said every board [00:23:56.84] member has voting rights. [00:23:58.35] But I know of some non-profits that have [00:24:01.86] board members who do not have voting rights. [00:24:05.00] And as long as your state doesn't have a law about [00:24:07.03] that, that's perfectly fine. [00:24:10.96] So, anyway, but it will list it out. [00:24:13.05] Your bylaws should say how many board members. [00:24:16.68] It should say the terms of the board. [00:24:19.59] I personally recommend that you have term limits [00:24:23.62] so that people rotate off a board. [00:24:25.93] I know some boards don't like that. [00:24:28.03] But I've seen boards, I've worked for boards [00:24:31.31] where somebody had been on there 35 years. [00:24:35.46] I mean, they thought they owned the place because [00:24:37.75] they had been a board member for 35 years. [00:24:39.83] Why wouldn't you think that? [00:24:41.86] So you have to, it's hard to get people to realize [00:24:45.83] that it belongs to the community, not to them, [00:24:49.54] if they stay on the board indefinitely. [00:24:51.79] But, again, that's a decision your [00:24:53.30] board makes. [00:24:54.44] That's what will be in your bylaws. [00:24:57.75] It tells how your board is elected, tells what [00:25:01.19] you require as a quorum. [00:25:03.89] Robert's Rules of Order says [00:25:05.28] 51 percent is a quorum. [00:25:08.04] One more than half. [00:25:09.97] But that's not a requirement. [00:25:12.74] If you have 30 board members, you can [00:25:16.60] say a third is a quorum, as long as your bylaws [00:25:20.53] say that and you follow that. [00:25:22.18] Yes. [00:25:24.18] You people are so good at using the mic. [00:25:26.02] That's great. [00:25:28.85] AUDIENCE MEMBER: in other organizations that [00:25:30.78] I have worked with that I have been a board [00:25:32.99] member we always just found it best to our, [00:25:37.11] the number of board members to always [00:25:39.21] keep it as an odd number. [00:25:40.75] That way you could never be stuck with half, [00:25:45.35] with being at a deadlock or, [00:25:47.48] when it came to voting a yes or no. [00:25:50.86] ROBERT HAND: you know, I've heard that [00:25:52.68] and it's perfectly fine. [00:25:55.23] I never really found it to apply. [00:25:58.52] Because here's the thing. [00:26:00.21] And we'll talk about this later. [00:26:01.99] But typically your chair doesn't vote. [00:26:04.99] So if you have an odd number, [00:26:09.62] if you have 11 people, then you could have [00:26:10.83] 10 vote yes, five vote yes, [00:26:12.47] five vote no, and then your [00:26:14.69] chair would break the tie. [00:26:16.73] But if you only have 10 people and your [00:26:19.39] chair doesn't vote, if five vote yes, [00:26:21.82] then four have to vote no, so you're going to [00:26:24.31] have the tie anyway. [00:26:26.12] So even or odd, it won't be a problem. [00:26:28.96] Yes, Ken. [00:26:30.38] Can you give him a mic? [00:26:35.45] AUDIENCE MEMBER: I always was taught [00:26:38.75] that there is never a tie because either a [00:26:41.81] motion passes or it doesn't pass. [00:26:44.29] So if it's 10 to 10 and you have to pass with [00:26:46.64] the majority, then 10 is not a majority, [00:26:50.71] so it never passes. [00:26:52.53] ROBERT HAND: well, that's true, too. [00:26:54.00] If for some reason, if you had 10 to 10 [00:26:59.84] and your chair says, well, [00:27:01.43] I abstain, then it would be a tie and it wouldn't pass. [00:27:04.80] Right. [00:27:06.60] So it wouldn't be a problem anyway about it. [00:27:10.58] So, anyway, you want your bylaws to have all of those [00:27:15.28] kinds of details in them, but not be too detailed. [00:27:21.24] So I've seen bylaws where they say our [00:27:23.38] annual meeting will be the second Thursday in November. [00:27:29.98] Well, if you want to change that and have it the third [00:27:32.67] Thursday or the second Tuesday or something, [00:27:35.21] you're out of compliance with your bylaws. [00:27:38.10] So all you have to do is say there will be at least [00:27:39.93] one annual meeting and then the board can set it. [00:27:42.11] So you want detail but not too much detail. [00:27:44.60] Yes. [00:27:46.18] AUDIENCE MEMBER: yes. [00:27:47.99] Hi. [00:27:49.22] I guess talking about details and the bylaws, [00:27:52.04] we kind of have an issue with ours when it comes [00:27:54.88] to term limits of executive board members. [00:27:59.93] So we had a, our chair resigned due to family [00:28:06.13] issues and so we had an election and in our bylaws [00:28:11.77] it just says that the executive committee [00:28:15.02] positions would serve for a two-year term. [00:28:18.32] So what happens, technically, [00:28:20.05] when someone leaves before their term is over? [00:28:23.82] When that new person is elected, are they serving [00:28:26.30] a new two-year term or are they filling that term? [00:28:29.87] Or should that be that specific in the bylaws? [00:28:34.43] Because it wasn't and so there's the confusion as [00:28:36.14] to whether now that person is serving the two years or [00:28:39.40] filling the remaining part of that time. [00:28:42.47] ROBERT HAND: your bylaws need to specify that. [00:28:44.99] Not only for officers, but for board members. [00:28:48.85] So if you want to rotate, let's say you have nine [00:28:51.50] board members. [00:28:52.73] Ideally you would have three term out each year [00:28:57.34] rather than all nine in one year. [00:29:00.07] But if somebody leaves early and somebody [00:29:03.72] else gets elected, are they filling out [00:29:06.98] that term or are they elected to a new [00:29:09.69] three-year term? [00:29:11.87] So your bylaws need to specify that, [00:29:14.02] because either interpretation is correct. [00:29:17.91] AUDIENCE MEMBER: okay. [00:29:18.47] So either is correct? [00:29:20.00] ROBERT HAND: either is correct unless it specifies. [00:29:22.19] So you need to settle on one, put it in your bylaws that we'll [00:29:27.51] say the new person either finishes that term or the [00:29:30.64] new person starts a new one. [00:29:33.36] AUDIENCE MEMBER: okay. [00:29:34.52] Thank you. [00:29:37.19] ROBERT HAND: okay. [00:29:39.90] So as part of that, and we talked about [00:29:42.36] that a little bit earlier, but only boards have [00:29:48.59] authority, board members do not, [00:29:52.49] and it's something that some board members [00:29:54.15] have a hard time understanding. [00:29:56.50] Now, the board could give them authority. [00:29:59.19] They could say the chair of the board will have [00:30:01.88] this authority or the secretary will, but, [00:30:05.04] otherwise, only the board does. [00:30:07.94] At RICV, when I did board orientation, [00:30:10.54] what I basically said is during a board meeting, [00:30:14.50] I work for you. [00:30:16.32] If you come and volunteer here, you work for me, [00:30:20.56] because when you're volunteering, you're not [00:30:22.36] a board member, you're an interested [00:30:25.68] person volunteering. [00:30:28.30] But when the board meets as a whole, [00:30:31.22] that's who has authority. [00:30:32.79] Now, again, a board can give authority to a [00:30:34.95] committee, they can give it to an individual, [00:30:37.58] but unless they do that, they don't have it. [00:30:40.30] So if a board member, there's some controversial [00:30:42.78] issue and your board has not made a decision, [00:30:47.10] no individual board member has the right [00:30:49.16] to go out and say our agency believes this, [00:30:52.96] because they don't have any authority to do it [00:30:56.27] unless the board as a whole has taken that on. [00:31:01.19] That's a very, very significant point that [00:31:03.89] obviously you need to make. [00:31:06.87] The other, as I talk about, [00:31:08.64] boards are decision-making bodies. [00:31:11.34] Even when we talk about advisory committees, [00:31:14.41] they're decision-making bodies. [00:31:16.80] Their purpose is to decide what they're going to advise. [00:31:20.52] So if they're boards, there maybe all kinds [00:31:25.65] of information gathering that is really important. [00:31:26.99] But the bottom line is they are there to make certain decisions. [00:31:32.24] When I ran the State Rehabilitation Council as [00:31:36.36] the executive director, as the chair, after [00:31:39.61] I left the director of the department said that the [00:31:43.38] governor's office told him that that was the [00:31:47.23] best council they had as far as how it operated. [00:31:51.25] And part of the reason was we would have [00:31:54.27] people come in from the department of rehab and [00:31:56.65] other places just with all kinds of reports. [00:32:00.18] They just wanted to report to us and pretty [00:32:01.90] soon I said, what do we have to do with that? [00:32:06.40] And so I got the staff person to say if they're [00:32:08.80] going to report, they have to tell [00:32:11.27] us what's our role in that. [00:32:13.65] Even if you're not making the decision right now, [00:32:16.35] you might make it later, but why are you getting [00:32:18.93] that information, what are you as [00:32:22.26] a board or a council supposed to do with it? [00:32:25.16] And if your board will keep that in mind, [00:32:27.51] that all of the stuff they're getting whether it's a [00:32:29.89] report about a program, whether it's a possible [00:32:32.62] grant coming up, it should be partly what's [00:32:37.67] the board's role in this? [00:32:39.48] Is it to monitor programs and how they're doing? [00:32:42.68] Are you going to be making a decision, [00:32:44.97] financial decision later that will affect this? [00:32:48.32] And if you keep that in mind, it will really keep [00:32:50.58] things much more focused. [00:32:54.42] Boards usually take input from the public, [00:32:57.03] but only the board participates in the discussion. [00:33:00.62] Again, open meeting laws we're going to talk about [00:33:03.58] tomorrow and whether you do or do not have legal [00:33:08.13] responsibilities for taking input. [00:33:11.00] But even if you don't, most nonprofit boards [00:33:14.53] require the public support, so you want to take public input. [00:33:19.12] But that's not the same as the public participating. [00:33:23.25] So when I was first hired at RICV, they had gone [00:33:27.95] through all kinds of problems and the staff [00:33:30.84] had had to go to the Department of Rehab [00:33:33.50] and complain and, you know, the whole [00:33:36.09] thing was a mess. [00:33:37.54] And it was just starting to try to take form [00:33:40.41] when I came in. [00:33:42.25] Its staff members would come to the board meeting [00:33:45.28] and they were participating in the discussion. [00:33:48.79] And so I had to say to the chair of the board, [00:33:51.51] you know, they're welcome to be here, but they're here [00:33:54.12] as members of the public, because unless I, [00:33:56.88] as executive director, have asked them there, [00:33:59.96] they're not there as staff members, [00:34:01.48] they are there as members of the public and they don't [00:34:04.03] participate in the discussion. [00:34:05.99] So what you do is you take input, you say, [00:34:09.25] okay, here's this topic. [00:34:11.95] We'll be happy to give you, you know, three minutes [00:34:15.24] to tell us what you think, but now when you're [00:34:18.27] going to talk about it, that's the board only, [00:34:21.54] that's not the public in that discussion, [00:34:24.18] unless you want to ask them some questions. [00:34:26.50] Yes. [00:34:27.82] AUDIENCE MEMBER: Bob, what would you say is [00:34:31.05] the best practice for allowing or not allowing [00:34:34.14] senior organizational staff at board meetings? [00:34:37.16] Because this is an issue that keeps coming up [00:34:38.85] for us over and over. [00:34:40.30] Just wondering, our board, you know, has said we just [00:34:45.25] want the executive director there and the assistant. [00:34:48.51] But they want to start bringing back in senior staff. [00:34:52.70] ROBERT HAND: you know, you need to have confidence [00:34:57.01] between your board and your executive director. [00:35:01.88] If they're wanting staff there not as members [00:35:03.95] of the public but as staff, they need to have that [00:35:06.88] discussion with the executive director what [00:35:11.31] is it that you're looking for. [00:35:14.60] Like at my organization, at RICV, when I was there, [00:35:17.99] I always had senior management there [00:35:20.80] and I had them give different parts of the [00:35:23.43] report because I think that made for a good rapport. [00:35:27.84] If the board's wanting them there because [00:35:30.06] they don't feel comfortable with what they're getting [00:35:32.56] from the executive director, then you've got an issue [00:35:36.38] that needs to be resolved. [00:35:38.31] So I don't think there is an answer should they [00:35:42.26] be there or should they not be there. [00:35:43.90] The question is: why does the board want them there? [00:35:48.75] AUDIENCE MEMBER: well, the executive director does. [00:35:50.42] ROBERT HAND: oh, the executive director does. [00:35:53.81] Again, then, if board members don't want them there, [00:35:56.80] the question is why not? [00:35:59.92] What's. [00:36:02.36] So to make sure there's a comfort level. [00:36:07.16] I mean, I would think that most of our boards [00:36:09.10] should act as open boards and let anybody there who [00:36:13.64] wants to be there, except if you're talking about [00:36:17.49] personnel issues or there are certain restrictions [00:36:21.43] we'll talk about when we should go into closed session. [00:36:25.68] But there should not be a reason why you should [00:36:27.42] not allow people there in general, I believe. [00:36:32.27] But again, remember that [00:36:34.61] it's only the board, I don't care if you're a SILC, [00:36:37.80] I don't care if you're a board of a CIL or any other, [00:36:41.50] it's only the board that participates in the [00:36:43.99] deliberation and the decision making. [00:36:47.53] The public has input as requested by the board. [00:36:58.89] Okay. [00:36:59.96] Now the most fun part of all is the [00:37:03.18] parliamentary procedures. [00:37:05.47] Now, you have two things. [00:37:07.59] You have common motions, it's under H of that, [00:37:19.29] which is this chart that drove my board crazy, [00:37:24.16] so they asked me to write it out. [00:37:27.05] So you also have as a handout [00:37:30.77] parliamentary procedures. [00:37:34.01] That's one of the handouts. [00:37:37.20] So later we're going to have a board exercise [00:37:42.72] where all of you are going to pretend that [00:37:44.47] you're a board and you're going to step through the [00:37:48.05] parliamentary procedures. [00:37:50.47] And right now we're going to go through them. [00:37:53.07] This is one of the main things we teach or I feel [00:37:55.88] main thing in the Leadership Academy because it's how [00:37:59.43] boards operate. [00:38:01.76] So, first of all, nobody follows [00:38:04.33] Robert's Rules of Order. [00:38:08.45] We all say we do and most of us, our bylaws [00:38:11.89] say if it's not covered in the bylaws, we follow [00:38:15.47] Robert's Rules of Order, but mostly we don't. [00:38:19.62] And that's okay. [00:38:20.71] I mean, you may want to put in your bylaws [00:38:22.33] Robert's Rules of Order as modified by the board, [00:38:26.11] because what Robert's Rules of Order is, [00:38:29.11] it's a way of bringing structure to the [00:38:31.62] decision-making process. [00:38:34.30] And so if we do a modification of that in [00:38:37.82] order to make good decisions, that's fine. [00:38:41.53] There's a management consultant we work with [00:38:44.98] and she hates Robert's Rules of Order because [00:38:47.92] she says people use it not to help facilitate [00:38:51.95] but to cause a barrier. [00:38:54.79] You know, they're always saying, oh, you can't do that, [00:38:56.80] Robert's Rules of Order says you can't do that. [00:38:59.57] They don't always know what they're talking about, [00:39:01.79] but it's something that people say. [00:39:03.84] And that's one of the reasons we think it's important. [00:39:07.64] As Kimberly does at RICV, we give them an abridged [00:39:12.11] copy of Robert's Rules of Order. [00:39:16.15] The actual one is like a dictionary. [00:39:18.91] You don't want to have that. [00:39:20.58] If you use one, use the abridged one. [00:39:23.88] But what we do is we say what Robert's Rules of [00:39:28.30] Order says and then we say what people actually do. [00:39:32.44] And as long as it works, that's fine. [00:39:36.65] So we'll talk about both of those. [00:39:43.34] We need a mic. [00:39:47.84] KIMBERLY TISSOT: the book that he was [00:39:48.90] talking about, it's a little over $5, so it's very [00:39:52.22] affordable, but what we saw is that the CLA [00:39:55.31] participants will actually go home and study it. [00:39:57.44] And we've been very impressed with that [00:39:59.03] because it's such a boring topic, but it's [00:40:01.83] a really easy book to follow. [00:40:05.22] So we definitely recommend that one. [00:40:07.99] ROBERT HAND: so, yes, Ken. [00:40:11.07] AUDIENCE MEMBER: are you going to go over the [00:40:13.85] difference of relation between Robert's Rules [00:40:17.45] of Order and parliamentary procedure? [00:40:18.75] ROBERT HAND: yes. [00:40:19.98] We're going to go over each of those things a little bit. [00:40:23.43] So what we teach is the roll of chair, [00:40:27.34] the president making a motion and seconding, [00:40:29.71] amendments, friendly amendments, [00:40:31.96] calling the question, tabling a motion, [00:40:34.84] point of order and a few others. [00:40:37.86] Then we start out, one really strong feature [00:40:41.61] is teaching that the chairman is an active [00:40:44.60] role not a passive role. [00:40:49.19] Understand, though, the chairperson really [00:40:51.63] has very little authority. [00:40:54.82] Like if people are discussing things and [00:40:57.57] I as the chair think you've said enough and I want to [00:41:00.89] take a vote, I can say, and we'll talk about this. [00:41:04.05] I can say, well, I think we've said everything. [00:41:07.91] Is it all right if we go ahead and vote? [00:41:10.36] But if somebody says, no, I have things to say, [00:41:13.53] as the chair I don't have the right to say, well, [00:41:15.55] too bad, I don't want to hear it, I'm going to take a vote. [00:41:19.20] The chair is the facilitator, but not the decision [00:41:23.76] maker in most things. [00:41:26.40] The group does, and that's what [00:41:28.44] parliamentary procedure is about. [00:41:31.07] How do you help the group give everybody a fair chance [00:41:35.51] to speak and to have their opinion, but also to have [00:41:39.66] a process that's fair and moves things forward? [00:41:44.08] So Robert's Rules of Order says, [00:41:47.49] I'm probably jumping ahead. [00:41:49.13] I tend to do that. [00:41:50.89] Okay. [00:41:51.49] I've already said some of that. [00:41:55.06] Robert's Rules of Order says the chairperson [00:41:59.18] is a board member. [00:42:00.78] As a board member, they have all of the rights of [00:42:03.68] other board members. [00:42:04.87] The right to vote. [00:42:06.49] The right to make a motion or a second. [00:42:09.33] And then Robert's Rules of Order says but don't do it. [00:42:13.20] And that's what we say. [00:42:15.03] In the CLA we teach your bylaws may or may not [00:42:19.25] say this, so in each organization you need [00:42:21.13] to decide, but we think it's best that the chairperson [00:42:25.38] does not vote unless there's a tie, does not [00:42:28.82] make a motion or a second, because they're supposed [00:42:33.12] to be the non-biased facilitator. [00:42:37.13] If you guys are for this and you guys are against [00:42:39.57] it and I'm the chair and I'm going to decide who gets to [00:42:43.70] speak and when we're going to vote and I say, [00:42:47.75] well, I'm for this, then are you going to feel like [00:42:50.46] you're going to get a good hearing on it? [00:42:52.77] No. [00:42:54.02] The chairperson must be non-biased and [00:42:56.69] not be taking a stance. [00:42:58.81] So, again, we teach people when you become a chair, [00:43:03.41] you get certain authority, but you give up certain [00:43:08.09] rights as well, and that's one of them. [00:43:10.81] So we believe that the chair should not vote [00:43:13.67] unless there's a tie, should not make [00:43:15.82] a motion or a second. [00:43:17.78] Now, if you, let me say one more and [00:43:20.55] then you'll get your mic. [00:43:22.67] If you really feel strong about a topic and you're [00:43:25.22] the chair and you say, you know, I want to talk [00:43:28.40] about this, then what you do is you turn it over to [00:43:32.31] the vice chair for that topic and let them run it. [00:43:36.79] Now you're just another member, so you get to talk, [00:43:40.29] you get to vote, you do whatever you want. [00:43:42.74] When that topic is over, you take over as chair again. [00:43:47.35] AUDIENCE MEMBER: that was what I was going to ask. [00:43:48.44] Do you need to vote on that? [00:43:50.09] ROBERT HAND: no. [00:43:51.75] The chair can just say, the chair can say for [00:43:55.14] this topic I'm going to step aside and I'm going to ask [00:43:58.01] the vice chair to run the meeting. [00:44:00.12] That's all you have to do. [00:44:00.95] AUDIENCE MEMBER: okay. [00:44:03.42] ROBERT HAND: okay? [00:44:04.91] So then the chair guides, but doesn't dictate. [00:44:11.62] That's not always easy to do, but that's how you have to do it. [00:44:16.65] All right. [00:44:17.61] So motions and seconds. [00:44:19.51] Remember this, in parliamentary procedure, [00:44:22.60] this is how you do things. [00:44:24.30] Now this is one of the places we differ from [00:44:27.08] Robert's Rules of Order. [00:44:29.05] Most of you will have an agenda. [00:44:32.29] We already talked about that a little bit. [00:44:34.53] As a nonprofit, unless you follow your open meeting laws, [00:44:38.30] in some state you might, as a nonprofit, [00:44:41.71] you don't have to have an agenda, but we strongly [00:44:45.16] recommend you do. [00:44:46.61] If you don't, that's like going somewhere without a map. [00:44:49.25] You may get lost. [00:44:51.39] So have an agenda. [00:44:52.92] You should normally follow that agenda, [00:44:55.26] but you're not required to. [00:44:57.59] At the beginning of the meeting for RICV, [00:45:00.91] the board president would say to me, [00:45:04.52] do we need to change anything? [00:45:06.78] And maybe we had a grant come up and we needed [00:45:09.62] to take a, have a board resolution. [00:45:11.93] Then I could say, yeah, under new business, [00:45:14.28] just add this, and we could do that because [00:45:17.56] we're not bound by those. [00:45:20.85] But you want to have an agenda and, [00:45:22.82] to the degree possible, you want to follow it [00:45:25.23] so you're organized. [00:45:26.81] So what Robert's Rules of Order is, and I'm [00:45:29.46] going to use an example. [00:45:30.72] Let's say the agenda item was to buy a van. [00:45:34.80] Then Robert's Rules of Order would say the first [00:45:38.00] thing you do is ask for a motion. [00:45:42.08] And you don't discuss it until you have a motion. [00:45:44.55] Somebody would say, I move we get a van. [00:45:46.58] Somebody would say, I second. [00:45:49.13] Now you discuss it. [00:45:50.73] But none of us do it that way because we [00:45:53.57] may not want a van. [00:45:54.99] We want to talk about it first. [00:45:57.65] So that's what Robert's Rules of Order says. [00:46:01.15] What we all do, as the chair I say, [00:46:04.14] okay, the next item on the agenda is the [00:46:06.61] purchase of a van. [00:46:07.66] Does anybody have anything to say? [00:46:11.25] And then we discuss it. [00:46:12.99] Now, remember the chair is an active position. [00:46:16.76] You have to watch my time. [00:46:18.14] KIMBERLY TISSOT: you're doing great. [00:46:20.27] ROBERT HAND: because this is something I teach [00:46:21.70] a lot, so I get into it. [00:46:23.43] The chair is an active position, so I need to keep the [00:46:26.95] conversation going. [00:46:29.34] But if we're just saying the same thing over and over, [00:46:32.66] I'm going to say, you know, [00:46:33.88] I think we've discussed it all. [00:46:36.22] If nobody has anything new to say, [00:46:38.78] I'm going to take a vote. [00:46:40.26] So unless anybody objects, I go ahead and take a [00:46:42.68] vote at that point. [00:46:44.36] But, again, I can't dictate it. [00:46:46.38] If you say, oh, no, [00:46:47.72] I've got to say this, then I'll say, okay. [00:46:50.43] And we'll talk about how you can force a vote, [00:46:53.48] but as the chair, you cannot do that. [00:46:56.09] But you can move it on. [00:46:57.47] You can say, I think we've talked. [00:46:59.73] Can we have a vote? [00:47:01.75] Now, when you take a vote, what you're doing, [00:47:03.86] first of course, is asking for a motion. [00:47:06.64] So we've been talking about buying a van. [00:47:09.31] I ask for a motion and she moves, [00:47:13.86] I move we buy a Chevy van. [00:47:17.18] And typically somebody is just going to say, [00:47:19.85] I second it. [00:47:21.25] But if they don't, as chair you're going to say, [00:47:24.18] and remember this is what you're teaching in [00:47:25.78] this group, in this academy, you're going to say, [00:47:28.33] do I have a second? [00:47:30.55] If nobody seconds, it's not over with. [00:47:33.58] You go back to say, okay, we're back to [00:47:35.46] discussing the van. [00:47:36.93] Do we have any more? [00:47:38.71] Because maybe somebody else wants to make a different motion. [00:47:41.30] Maybe nobody wanted a Chevy van, [00:47:43.28] but they wanted a Ford van, [00:47:44.97] so somebody might make a different motion. [00:47:48.46] But if she says a Chevy van and she seconds, [00:47:52.19] now I say we have a motion and a second [00:47:54.81] to buy a Chevy van. [00:47:56.30] Now, we teach: ask for discussion again. [00:48:01.19] And what's critical about that is you're not voting [00:48:05.18] on intent, you're voting on language. [00:48:09.27] Remember we've been talking about buying a van. [00:48:12.24] She said a Chevy van. [00:48:14.69] So if you vote, you're not voting on a van, [00:48:16.74] you're voting on buying a Chevy van. [00:48:19.81] You should have the opportunity to discuss that. [00:48:23.81] So if she had just said buy a van and she had [00:48:27.61] said seconded that, hopefully there wouldn't [00:48:30.89] be much discussion. [00:48:32.92] But it's important for people to know they're [00:48:35.47] not voting on the concept that's been discussed, [00:48:38.95] they're voting on the words that were said. [00:48:42.90] And so they need to have an opportunity [00:48:44.64] to discuss those words. [00:48:47.83] So we ask for discussion again. [00:48:50.00] Again, at some point we're ready. [00:48:52.19] So I'm going to say, okay, we're going to take a vote. [00:48:55.00] And, again, what we recommend is to ask [00:48:57.54] all those in favor. [00:48:59.62] Now, if you want, you can say, [00:49:01.41] all those in favor say aye, all those in favor raise [00:49:03.73] their hand, all those opposed, [00:49:06.53] and any abstentions. [00:49:09.22] And remember we ask for abstentions because there [00:49:11.58] might be somebody with a conflict of interest. [00:49:14.72] But there may be other reasons you might want to abstain. [00:49:18.49] Maybe you feel like you don't quite really know [00:49:23.66] if we have enough vans, [00:49:24.73] but you don't want to vote against it, but you don't [00:49:27.05] want to vote for it, but you want people [00:49:30.22] to know that you did not vote. [00:49:31.08] That's what abstention means. [00:49:32.41] Robert's Rules of Order says don't ask for abstentions, [00:49:36.12] because nobody has to vote. [00:49:38.41] If I say all those in favor and some people say yes. [00:49:41.76] And all those opposed and some say no, [00:49:46.85] and you don't vote at all, that's your business. [00:49:47.16] You don't have to. [00:49:48.69] But if you want it in the record that you didn't vote, [00:49:52.21] then you have to abstain. [00:49:55.28] Now, some people do this with minutes of meetings. [00:49:59.45] Remember if the secretary takes minutes, they're not [00:50:03.84] the minutes of the meeting, they're their [00:50:06.43] idea of what happened. [00:50:09.16] They're the minutes of the meeting when the [00:50:10.69] board approves them. [00:50:14.28] What you're approving is, yes, this is what [00:50:16.85] happened at that meeting. [00:50:19.43] So if that's the January meeting and it's February [00:50:22.63] and you weren't at the January meeting, [00:50:25.19] how can you vote on what happened at the [00:50:27.39] January meeting? [00:50:29.34] So there are people who always abstain if they [00:50:31.89] weren't at that meeting because they're saying [00:50:34.35] I don't know that that's really what happened. [00:50:36.55] Maybe it is, maybe it's not. [00:50:37.97] I don't want to vote it's not, but I want it on record [00:50:41.04] that I didn't vote that it was. [00:50:43.49] Yes. [00:50:50.42] AUDIENCE MEMBER: what are the guidelines if you're [00:50:52.93] taking a vote on something and people appear to be [00:50:59.91] unwilling to participate in either the vote or the [00:51:02.57] conversation because it's an uncomfortable situation? [00:51:08.15] When is it appropriate and who should do it to [00:51:10.95] suggest a closed ballot or a private vote? [00:51:18.42] ROBERT HAND: any member has the right [00:51:21.23] to ask for a closed, again, we're talking about non-profits [00:51:25.83] that any open meeting law does not apply to. [00:51:30.96] Otherwise, you have the right to either ask for a hand count, [00:51:36.87] in this little chart it says demand hand out. [00:51:40.84] That's supposed to be demand hand count. [00:51:44.56] So you have the right, because one of the things, [00:51:46.50] let's say we were all a board and we took a vote [00:51:51.15] and these people all yell "aye" and these people all yell "no". [00:51:55.66] And as the chair you say the ayes have it. [00:51:59.44] And you might think, well that is not what I heard. [00:52:02.60] You also have the right to say I want a hand count to know that. [00:52:06.74] You also have the right, if you want it, [00:52:08.99] to ask for a ballot instead. [00:52:11.84] Any member can do that. [00:52:15.14] AUDIENCE MEMBER: I was wondering, so does the [00:52:16.76] chair have to ask for abstentions? [00:52:28.09] Does the chair have to ask for them in every instance? [00:52:31.67] ROBERT HAND: there's no legal reason you have to. [00:52:34.73] We teach to do it just because if people need [00:52:39.46] to abstain, we want to put that out there all the time. [00:52:43.58] You don't have to. [00:52:46.32] And if a person wants to abstain, they have the right [00:52:48.37] to say, hey, I abstain, make sure that [00:52:51.28] goes in the minutes. [00:52:52.82] But you don't have to ask. [00:52:54.44] We just teach to do that to make sure [00:52:57.07] it's being addressed. [00:52:58.56] I think we have Ken first and then, [00:53:00.94] AUDIENCE MEMBER: mine was kind of, I just was [00:53:04.51] thinking about the chair because he's abstaining [00:53:06.68] most of the time. [00:53:08.44] You don't put that in the record, do you? [00:53:10.38] ROBERT HAND: I'm sorry. [00:53:11.13] The chair, [00:53:12.07] AUDIENCE MEMBER: the chair, for instance, [00:53:12.62] they have a vote five to four. [00:53:15.64] The chair doesn't vote 90 percent of the time. [00:53:18.21] But you don't need to put that in the record, right? [00:53:20.49] ROBERT HAND: right. [00:53:21.51] Even as the chair, if it was a five to five [00:53:26.11] vote and I'm the chair and it ties, [00:53:27.27] I can just say I don't want to vote, I don't have to vote, [00:53:30.93] or I can say I abstain and put it in the record I didn't vote. [00:53:36.01] Otherwise, it's just a tie. [00:53:37.53] Yes. [00:53:39.30] AUDIENCE MEMBER: I'm not sure if it's a question [00:53:41.92] or a statement. [00:53:43.65] I'm going to phrase it as a question. [00:53:45.10] So if a board member has a conflict, certainly the [00:53:50.06] abstention would give them an out for not voting, [00:53:54.52] but does the board member have to formally say I'm [00:53:58.77] going to abstain because I have a conflict of interest [00:54:01.42] or can you just abstain? [00:54:03.16] ROBERT HAND: you can just abstain, [00:54:04.54] except if you have a conflict of interest you are better off to [00:54:08.24] have noted it beforehand because you also have [00:54:10.95] to abstain from the conversation, [00:54:13.19] from the discussion. [00:54:14.90] So if you haven't made it clear that you did not participate [00:54:17.91] in the discussion, then there's still a problem. [00:54:22.31] Arizona had a question. [00:54:24.24] AUDIENCE MEMBER: actually it's North Carolina. [00:54:26.04] I'm just sitting next to Arizona. [00:54:28.90] You said any member can request a ballot vote. [00:54:33.16] We are bound by the open meetings law. [00:54:35.69] So if we make public the ballot tally, would that suffice? [00:54:42.55] ROBERT HAND: well, we'll talk about the [00:54:44.34] open meeting laws later. [00:54:47.64] I was told, at least in California, no. [00:54:50.97] Like when we were going to vote on the chairperson [00:54:55.03] and it was a little controversial because, you know, [00:54:59.40] the existing chair could have been reelected only they [00:55:04.11] wanted me to take over as chair, and so they nominated [00:55:07.92] me and they had to vote, some of them wanted [00:55:10.76] a ballot and we were told we could not do it. [00:55:13.59] If it's an open meeting, you had to vote open. [00:55:18.17] But that might vary state to state. [00:55:22.19] AUDIENCE MEMBER: I'm interested in, [00:55:24.77] especially voting, when you have the issue of number 1 [00:55:27.78] ableist language in a hand vote or voice [00:55:32.51] vote or that kind of thing. [00:55:34.24] How you ensure that the language is being presented [00:55:39.74] in the right way and that when you're, like Rochester, [00:55:45.34] New York, big deaf population, and so working through [00:55:48.96] interpreters, and perhaps with deaf/blind you have [00:55:52.11] several different types of interpreters, and when [00:55:55.43] you're talking about legal language, how do you [00:55:57.56] ensure or what methods do people have for their [00:56:02.54] procedures that ensure or to the best that you can [00:56:06.93] that legal language is really being understood and that [00:56:12.20] everyone is given their method of voting that suits them? [00:56:18.85] ROBERT HAND: I'm going to be honest with you. [00:56:21.57] That's probably too broad of a question for me to just [00:56:24.36] give a real quick answer to. [00:56:26.68] AUDIENCE MEMBER: examples maybe. [00:56:27.79] ROBERT HAND: yeah, but I think it should be [00:56:29.95] addressed and I think we can get Paula to meet with [00:56:33.96] you and I can meet with you later in more detail. [00:56:35.51] To me, the bottom line is to always say to everyone [00:56:42.90] you have the right to participate fully. [00:56:46.25] If you are not able to see or hear or understand [00:56:52.22] what's going on, you need to let us know and we will [00:56:55.44] modify to make sure that happens. [00:56:58.99] I mean, that's the bottom line. [00:57:00.37] You can have it where every time you both take [00:57:06.19] a hand vote and a voice vote to ensure whether [00:57:08.57] people can hear or see. [00:57:10.09] I mean, there's nothing wrong with that. [00:57:13.46] But if it doesn't apply in the situation, [00:57:15.91] just like now we don't have a sign language interpreter [00:57:18.09] because nobody requested a sign language interpreter. [00:57:22.43] As long as you make it clear that you're willing [00:57:26.16] to accommodate anybody's needs and make sure that [00:57:30.76] that's out there and it's open and it's said, [00:57:34.07] I think that's the main thing. [00:57:35.84] But in more detail, Paula and I can get with you later. [00:57:39.71] KIMBERLY TISSOT: that's something you can also [00:57:41.14] include an accessibility statement before all of [00:57:43.34] your meetings to let folks know that you will provide [00:57:47.02] a reasonable accommodation and who to notify. [00:57:50.16] ROBERT HAND: and we put it on the agenda that [00:57:52.48] you can request accommodation. [00:57:55.01] AUDIENCE MEMBER: so what you're talking about [00:57:57.00] now is the way things are supposed to work. [00:57:58.66] ROBERT HAND: yes. [00:58:00.05] AUDIENCE MEMBER: as a part of your leadership [00:58:01.49] training, are you helping these folks understand [00:58:04.64] that when they join boards and councils, [00:58:07.35] sometimes this isn't happening and what to do [00:58:10.59] when they encounter that? [00:58:12.46] Because, as you said, not everybody is following the rules. [00:58:15.75] So if you have somebody that's just learning how [00:58:17.82] to get actively involved, if they walk in and expect [00:58:20.53] everybody else is doing this, that can be disappointing. [00:58:26.31] ROBERT HAND: that's why even during the course we [00:58:30.69] recommend they go see other ones so that during [00:58:35.16] that week that, those five or six weeks, we'll say go [00:58:37.25] look at another board, go look at another council, [00:58:40.80] and then we talk about what did they do. [00:58:43.05] But we also, later in the process we talk about if [00:58:46.49] you go to a board and they're not doing it this [00:58:49.28] way, you need to work with them to try to get [00:58:52.45] them to understand. [00:58:53.51] And we tell them they can come to us, we'll make [00:58:56.03] a presentation about it. [00:58:58.51] Eventually you have to decide, if you're on a board and they [00:59:01.66] don't know what they're doing, you have to decide if you want [00:59:04.70] to stay on that board if they're not willing, [00:59:07.52] AUDIENCE MEMBER: so you don't talk about other options? [00:59:09.25] ROBERT HAND: yeah, that's what I said. [00:59:10.19] We talk about if you know what it is, [00:59:14.45] you can talk to them about it, [00:59:16.32] you can try to get the right procedure. [00:59:18.87] We tell them you can come to us and we'll go to, [00:59:22.34] if they're willing, like I've gone to boards of non-profits and [00:59:26.66] presented to them what they were supposed to do. [00:59:30.45] AUDIENCE MEMBER: okay. [00:59:33.81] ROBERT HAND: okay. [00:59:34.49] Yes. [00:59:37.99] AUDIENCE MEMBER: okay. [00:59:39.05] When you were talking about the person chooses [00:59:42.33] to abstain, do you actually, should we actually [00:59:45.16] document the person's name in the minutes? [00:59:47.97] ROBERT HAND: if they abstain, you document the name. [00:59:50.63] That's the purpose of abstaining. [00:59:53.18] Otherwise, you just don't vote. [00:59:56.26] So if we're all members and we're voting and [00:59:58.09] I don't want to vote on it, I just don't vote. [01:00:00.34] No problem. [01:00:02.06] But if I want to make sure it goes in the record that [01:00:05.12] I didn't vote, then I abstain. [01:00:08.67] And the other thing, by the way, about these [01:00:10.73] procedures is these are not legal requirements. [01:00:14.66] I mean, if a nonprofit does not operate this way, [01:00:18.20] you can't say, well, we're going to sue [01:00:20.43] you because you didn't take votes correctly. [01:00:23.52] There's no legal requirement. [01:00:25.92] This is a best practices requirement for all boards. [01:00:31.96] Okay. [01:00:34.43] So we talked about motions and seconds. [01:00:37.41] And now amendments. [01:00:40.44] So if you want to amend a motion, there's a couple [01:00:44.86] of ways to do this. [01:00:46.55] And this starts getting into technicalities and this is [01:00:49.22] covered in this chart and it's covered in the [01:00:51.04] way I have it written. [01:00:53.26] The main way is a friendly amendment. [01:00:56.51] Robert's Rules of Order does not allow a friendly amendment. [01:01:00.61] Everybody I have ever known does because [01:01:03.49] it's so much more efficient. [01:01:06.90] So she made a motion to buy a van and she seconded it. [01:01:11.79] And you're saying, you know what? [01:01:14.05] We should have a wheelchair van, [01:01:16.16] you know, so we're accessible. [01:01:18.95] So you go, I move that we amend [01:01:23.83] the motion to say a wheelchair van. [01:01:27.05] Okay. [01:01:28.04] And then I would ask for a second. [01:01:31.18] If nobody seconds it, well, that's Robert's Rules of Order. [01:01:35.36] That's the formal way. [01:01:36.55] We're going to go with the friendly amendment first. [01:01:38.53] So you would say, I move that we make it [01:01:42.00] a wheelchair accessible van. [01:01:43.97] Under a friendly amendment, it doesn't mean you're friendly, [01:01:46.74] it's just a process. [01:01:49.42] You go to the person who made the motion and say, [01:01:52.47] do you accept the amendment? [01:01:54.90] And if they say yes, then you go to the person who [01:01:57.77] made the second and you say, do you accept it? [01:01:59.89] And if they say yes, then as chair I say, [01:02:03.17] now we have an amended motion to [01:02:07.42] buy a wheelchair accessible van. [01:02:08.05] The concept is if she made the motion and she agrees [01:02:13.13] to the amendment, well, she would have made [01:02:14.68] that anyway if she had thought of it. [01:02:17.11] And if she seconded it, and she agreed, [01:02:19.46] well, she would have done it anyway, so why not accept it? [01:02:25.67] Robert's Rules of Order says once you have a motion and [01:02:27.43] a second, it doesn't belong to them, it belongs to everybody, [01:02:31.48] so they can't agree to amend it. [01:02:34.54] AUDIENCE MEMBER: but what if somebody objects? [01:02:36.84] ROBERT HAND: then we're going to go to the next one. [01:02:39.61] This is a step by step process. [01:02:42.61] But the friendly amendment, [01:02:44.53] the person who made the motion agrees. [01:02:46.63] The person who made the second agrees. [01:02:48.83] You now have an amended motion that you talk [01:02:51.12] about and you vote on. [01:02:53.81] But let's say either one of them said no. [01:02:57.70] Okay. [01:02:58.81] But she still wants to make this amendment. [01:03:01.02] She still has the right to offer an amendment. [01:03:03.92] So then I have to ask for a second. [01:03:06.27] So if she says, I move we amend this [01:03:08.88] to say a wheelchair accessible van, [01:03:11.01] nobody seconds, then I say, the motion [01:03:14.07] died for lack of a second, we go back to the original motion. [01:03:19.27] But let's say somebody seconds it. [01:03:21.76] Now I have to ask for discussion. [01:03:24.48] And the key is we're only discussing the amendment. [01:03:29.89] If somebody says, I don't think we should buy a van. [01:03:33.71] I have to say, wait, that's not what we're [01:03:35.33] discussing right now. [01:03:36.91] That's probably a good point, but we're not [01:03:38.59] discussing if we should buy a van. [01:03:41.18] We're only discussing whether it should be [01:03:43.84] wheelchair accessible because that's what [01:03:46.00] the amendment is. [01:03:49.90] Clear? [01:03:50.78] So during this process you only talk about the amendment. [01:03:53.92] Then you take a vote on the amendment only. [01:03:57.83] And as chair, you have to make that clear. [01:04:00.49] We have a motion and a second to amend the [01:04:03.35] motion to say a wheelchair accessible van, [01:04:06.71] so that's what we're going to vote on. [01:04:08.68] If you vote yes, we're going to amend it to say [01:04:12.18] wheelchair accessible. [01:04:13.47] If you vote no, we're not. [01:04:15.45] And you take that vote. [01:04:17.64] But we still haven't voted on whether to buy a van. [01:04:21.49] So now if that failed, we'd go back and vote [01:04:25.40] on buying a van. [01:04:26.83] If that passed, now we have a wheelchair [01:04:29.62] accessible van motion and we have to vote on that. [01:04:34.25] That's why people use friendly motions so they [01:04:37.97] don't have to take two separate votes about it. [01:04:41.85] But if somebody objects or if your organization [01:04:45.51] doesn't accept friendly emotions, I keep saying [01:04:49.42] friendly emotions, friendly motions, then [01:04:52.72] you have to go through the longer process. [01:04:57.50] A move to amend, and by the way, [01:05:00.13] when you make a motion, you don't say, "I motion this." [01:05:03.59] You say, "I move this." [01:05:06.15] "I motion this" has come into vogue and I don't know why. [01:05:13.18] So you would say, I move to amend. [01:05:16.55] We have a second. [01:05:17.70] We discuss it. [01:05:18.61] We vote on the amendment. [01:05:21.09] Then we go back and vote on the original motion. [01:05:24.05] Yeah. [01:05:25.98] AUDIENCE MEMBER: what is your opinion on having [01:05:27.91] motions in writing rather than just verbal? [01:05:30.31] ROBERT HAND: say it again? [01:05:31.95] AUDIENCE MEMBER: sometimes verbal motions [01:05:34.29] are convoluted and hard to follow, so I usually ask [01:05:39.00] for it to be in writing or have the secretary repeat [01:05:41.99] it back after it's been written down. [01:05:43.94] What's your opinion on that? [01:05:45.24] ROBERT HAND: yeah. [01:05:46.56] If the secretary does it, as a chairperson, I mean, [01:05:49.56] when you take a vote, you should repeat, [01:05:52.92] somebody, either a chair or a secretary, somebody [01:05:55.52] should repeat the motion. [01:05:57.37] Because, again, they're voting on the words, [01:05:59.57] they're not voting on the concept. [01:06:03.32] So whether it's a simple one or a complicated one, [01:06:05.82] you should say it. [01:06:07.74] Don't just say we're voting on a van. [01:06:09.97] You have to say we're voting on the motion that [01:06:11.93] says we're going to buy a Chevy van because that's [01:06:14.68] what you're voting on. [01:06:16.68] Okay? [01:06:18.70] Any questions about motions and seconds? [01:06:23.31] This is the detail, like I said, [01:06:25.07] that sometimes can get to people and they [01:06:29.62] can feel it's complicated, but it's not that complicated. [01:06:34.09] And when you learn it, this is to me one of the [01:06:37.99] interesting things we found. [01:06:39.21] Those people who would pay attention and learn this, [01:06:42.30] when they got on a board, they were suddenly valuable. [01:06:46.97] Because you get on boards and somebody says, well, [01:06:50.67] I want to make an amendment, and the [01:06:52.08] chairperson goes, oh, well, I'm not sure how to do it. [01:06:56.32] And if you can say, okay, here's how to do it, then [01:06:59.64] you suddenly are valuable to that board no matter [01:07:01.98] what else you know or where you're from. [01:07:06.57] Okay? [01:07:08.68] The second more somewhat complicated [01:07:10.32] one is calling the question. [01:07:13.56] So if you have a motion on the board and we're [01:07:16.05] talking and talking and talking and the chairperson [01:07:20.48] isn't bringing it to a vote, any member has the [01:07:24.47] right to call for a vote. [01:07:26.20] So you can say, I call the question, [01:07:29.44] which means I want to end the debate and [01:07:32.11] I want to have a vote. [01:07:34.41] Now, that requires a second. [01:07:36.78] Once somebody says that, if you say, I call the question, [01:07:40.72] and she says, wait, I have one more thing [01:07:42.71] to say, as a chairperson, I have to say, well, [01:07:44.61] I'm sorry, I can't do that. [01:07:46.80] I must respond to the call for the question. [01:07:50.03] Yes. [01:07:50.79] AUDIENCE MEMBER: is there just like a polite rule [01:07:52.75] of thumb that dictates when a person can [01:07:56.08] call for the question? [01:07:57.83] Because what if two comments are made [01:07:59.23] but I'm just really tired of hearing people talk. [01:08:01.52] So I just say I call for the question? [01:08:03.75] ROBERT HAND: unfortunately, [01:08:04.81] there is no regulation. [01:08:06.48] I was going to talk about that anyway. [01:08:09.79] That's why you vote on it, because if I want to buy [01:08:16.36] a van and she says, I move, and she seconds and he [01:08:22.49] talks about why it would be a good idea, and [01:08:24.85] I'm afraid they're going to talk about why it would be [01:08:26.91] a bad idea, I can say, I call the question, [01:08:29.55] before they get a chance to talk. [01:08:33.30] Now, as chairperson, you can't stop that. [01:08:36.16] There is nothing that says when a person [01:08:39.98] can or cannot call. [01:08:41.15] But then you have to ask for a second. [01:08:43.56] If nobody seconds it, then it dies and they [01:08:46.79] get to talk about why it's not a good idea. [01:08:50.19] If somebody does second it, then I have [01:08:52.86] to stop all debate. [01:08:54.82] Again, she can be saying, wait, I have something [01:08:56.54] really important to say. [01:08:58.25] I have to say, you know, I'm sorry, this isn't my rule. [01:09:01.26] I have to enforce the regulations. [01:09:04.46] Now, we can't discuss whether to call the question. [01:09:08.85] That's not a discussable item. [01:09:10.89] We must vote on it. [01:09:13.25] Now, the regulations here say it requires [01:09:15.80] a two-thirds vote. [01:09:17.84] Most agencies just use a majority vote. [01:09:20.93] Again, as long as you're consistent. [01:09:23.09] But you would now vote on it. [01:09:25.92] And as chair, you need to make that clear. [01:09:29.41] We've got a motion and a second to call the question. [01:09:33.34] That means if you vote yes, we stop all debate [01:09:37.21] and we're going to vote on whether to buy a van. [01:09:39.78] If you vote no, we'll go back to discussing it [01:09:44.22] and then you take the vote. [01:09:46.82] If it fails, we go back to discussing it. [01:09:49.75] If it passes, even though it's not quite fair to everybody, [01:09:54.57] the majority rules, if it passes, [01:09:56.69] you end debate and you vote on the van. [01:10:00.39] Okay? [01:10:02.88] Yes, Ken. [01:10:04.52] Can you get him the mic? [01:10:12.66] AUDIENCE MEMBER: is there a period of time [01:10:15.34] when you can call the motion up again? [01:10:20.56] For instance, okay, we lost. [01:10:22.41] Is there, [01:10:23.88] ROBERT HAND: you know, Robert's Rules of Order [01:10:25.25] says you can't address the same motion within [01:10:29.19] the same board meeting. [01:10:32.35] I mean, that's their description. [01:10:33.41] You can't just keep bringing it up hoping [01:10:35.17] that you'll wear people out until they vote on it. [01:10:38.37] Yes. [01:10:41.47] AUDIENCE MEMBER: another question that I had, [01:10:44.84] what happens, sometimes our meetings get kind of long, [01:10:48.88] especially our annual meeting, and we'll get to [01:10:53.26] make the motion even though everybody [01:10:55.17] agreed on what it was. [01:10:57.58] When you get to the next meeting and I'll say [01:11:01.49] something like, you know, we didn't vote on passing [01:11:05.24] a personnel handbook, for example, but we looked [01:11:07.80] at it at the last meeting and everybody was in [01:11:10.18] agreement with doing it. [01:11:12.71] So somebody will make a motion to go ahead [01:11:15.71] and do it again and pass it. [01:11:19.43] But what happens like in closed session when you [01:11:22.77] voted to come out of closed session and you said that [01:11:27.05] the only thing you voted for in that closed session was, [01:11:29.69] you know, what you were supposed to and then you [01:11:34.52] forgot to tell what the motion was that was in closed session? [01:11:39.36] ROBERT HAND: well, what I'm going to say [01:11:42.39] about it is remember right now we're talking about [01:11:45.24] nonprofit corporations that don't fall under [01:11:47.84] open meeting laws. [01:11:49.50] That's what our discussion is about right now. [01:11:52.66] So you can go into closed session anytime you want. [01:11:56.06] You can make any decision you want. [01:11:58.29] And you don't have to tell anybody. [01:12:00.99] I mean, that's what it amounts to. [01:12:02.26] Do we recommend that? [01:12:03.23] No. [01:12:04.87] But you don't have legal requirements about it. [01:12:08.73] That's different than ones where open [01:12:10.89] meeting laws apply. [01:12:12.95] We talk about closed session and when you [01:12:15.95] should and shouldn't use it, but you don't have the same [01:12:20.94] legal restrictions that you have if you're under open [01:12:23.72] meeting, which we'll be discussing tomorrow. [01:12:27.90] Okay? [01:12:30.49] All right. [01:12:30.99] So we've covered calling the question. [01:12:34.30] So that's how it's used. [01:12:35.67] It can be used incorrectly to stop [01:12:38.47] legitimate debate. [01:12:41.74] But hopefully most of the time it's not. [01:12:43.98] And if somebody tries that, the group will vote [01:12:46.36] against them and allow the debate to continue. [01:12:50.62] But if it does, as the chair, you follow the rules, [01:12:53.41] you enforce the rules. [01:12:55.85] That's your job as the chairperson. [01:12:58.90] Okay. [01:12:59.41] Another one is tabling the motion. [01:13:01.30] Again, that's legally a motion. [01:13:05.02] If we're discussing something, we're talking [01:13:07.18] about buying a van and I'm going, you know what? [01:13:11.32] We're going to get a financial report this afternoon. [01:13:14.21] I'm not sure if we have enough money. [01:13:16.43] I would say I move that we table this motion [01:13:20.18] until after the financial report. [01:13:23.83] So if you're going to table something, [01:13:25.73] you don't just say it. [01:13:28.69] You say why and you say till when. [01:13:32.20] You don't just blanket table. [01:13:34.52] You table for some purpose till some time. [01:13:38.80] You know, maybe somebody said, well, how many vans [01:13:41.97] do we already have that are in good working order? [01:13:44.82] And the executive director says, well, I'm going to [01:13:47.09] have to do a little research on that. [01:13:49.35] So you might say, well, I move we table this until [01:13:53.32] the next meeting when the executive director has [01:13:55.53] had a chance to research it. [01:13:59.02] Now, technically that's a motion that requires [01:14:01.59] a second and a vote. [01:14:03.97] Almost all organizations just accept it. [01:14:08.00] As the chair, if you're given a reasonable reason, [01:14:11.49] remember, you're still going to vote on it. [01:14:14.39] So if somebody says, you know, we need to [01:14:17.48] know if we have enough money and we're going [01:14:19.28] to get the financial statement this afternoon, [01:14:21.90] let's table it till then, the way most organizations run, [01:14:25.85] the chair would say, oh, okay. [01:14:27.89] Does anybody object to that? [01:14:29.87] If nobody objects, we'll table it until [01:14:31.39] after the financial. [01:14:33.58] Or if they say, we don't know how many vans [01:14:36.15] we have that are in good working order and stuff, [01:14:39.16] the executive director will research that and [01:14:41.06] report next time, then your chair would say, [01:14:43.99] does anybody object to that? [01:14:46.22] If nobody does, then we'll just table [01:14:48.63] it till the next meeting. [01:14:50.49] If somebody objects, then you have to treat [01:14:51.80] it like a motion. [01:14:54.39] Okay. [01:14:54.94] Somebody moved? [01:14:55.83] Do I have a second? [01:14:57.09] We take the vote on it. [01:14:58.14] Remember it's still the majority that rules. [01:15:03.75] Questions about that? [01:15:04.74] See, this is all real easy stuff. [01:15:11.12] Okay. [01:15:11.68] The next, point of order. [01:15:14.05] Anybody anytime, you don't have to be called on, [01:15:17.25] you can raise your hand and say, point of order. [01:15:20.85] What that means is I don't think we're following our regulations. [01:15:26.05] I don't think we're following the bylaws or IRS regulations [01:15:30.95] or board resolutions that we passed. [01:15:34.63] This is where if you have a parliamentarian, [01:15:38.09] they rule on that. [01:15:41.07] Point of order. [01:15:42.73] I mean, let's say we have a vacancy on the board [01:15:47.45] and the executive director has somebody in mind, [01:15:53.03] or the board president in mind or somebody does [01:15:55.62] and they say, hey, let's go ahead and elect this person. [01:15:58.60] I move we elect Paula to our board. [01:16:02.19] And somebody seconds. [01:16:04.31] But you know the bylaws and the bylaws say [01:16:06.69] maybe that a person has to come to a board meeting [01:16:10.89] and meet the board before you can vote on them. [01:16:14.04] So you would say, point of order. [01:16:16.31] Our bylaws say we can't take that vote right now [01:16:20.05] because they haven't been to the board yet. [01:16:22.85] It just means we're not following our own regulations. [01:16:26.54] That's what point of order means. [01:16:28.02] Yes, Ken. [01:16:28.93] AUDIENCE MEMBER: it's me again. [01:16:31.14] So when calling a point of order, do they have to be recognized? [01:16:35.12] ROBERT HAND: does it have to be, [01:16:37.73] AUDIENCE MEMBER: do they have to be recognized? [01:16:39.32] ROBERT HAND: well, yes, but they don't [01:16:41.44] have to wait until their turn. [01:16:43.09] They can say, point of order, and then it's the [01:16:45.43] chair's obligation to recognize them. [01:16:48.23] Yes. [01:16:49.89] Yes. [01:16:58.00] AUDIENCE MEMBER: thank you to my lovely [01:16:58.61] microphone assistant. [01:17:01.23] Do you have to know what the point of order is when [01:17:03.84] you call it or can you just say, I don't think this [01:17:06.81] follows procedure, and ask for clarification? [01:17:10.39] ROBERT HAND: you could do that. [01:17:13.93] If nobody knows where the correct procedure is, [01:17:17.44] then it couldn't be addressed. [01:17:19.61] But, yeah, you can say, point of order. [01:17:22.01] I don't remember exactly, but I'm pretty sure in the [01:17:24.20] bylaws it said we can't do this. [01:17:26.73] Now, unless somebody has a copy of the bylaws there, [01:17:30.09] you may not get anywhere. [01:17:32.51] The other thing about it is if you don't have a [01:17:34.92] parliamentarian, your chair generally rules [01:17:37.75] on that, unless you can read something, here's [01:17:41.57] the bylaws and it says this. [01:17:44.95] AUDIENCE MEMBER: you should always have those bylaws. [01:17:46.22] ROBERT HAND: yes, you should always have [01:17:47.72] your articles and you bylaws and any resolutions there. [01:17:53.32] And, by the way, I'll throw this in as an aside. [01:17:57.01] Boards often vote on resolutions about how the [01:18:02.47] board's going to operate. [01:18:05.35] Those go in your minutes. [01:18:07.14] But if that's the only place they go, then those minutes [01:18:10.85] are going to get filed away and three years later [01:18:13.69] nobody is going to have any idea that happened. [01:18:16.45] So if you pass a resolution about how your board [01:18:19.73] operates, you should keep that in a separate board file. [01:18:24.22] It will still go in the minutes, but you should have a board [01:18:26.57] file that has your articles, your bylaws, and any board [01:18:30.73] resolutions about how the board operates, because [01:18:34.83] that way if somebody calls a point of order, [01:18:38.11] you'll have all of that in place. [01:18:40.15] And it should be at every board meeting. [01:18:42.71] But, anyway, that's the point of a point of order. [01:18:45.22] Yes. [01:18:50.03] AUDIENCE MEMBER: I'm not sure if this is the [01:18:51.18] appropriate time to ask this question, but if you're [01:18:53.53] amending your bylaws or your board is amending [01:18:55.89] your bylaws and I'm just wondering is it by what [01:19:01.41] your bylaws say how to amend it or are there other [01:19:03.57] external laws that dictate how you can [01:19:06.49] amend your bylaws? [01:19:08.14] ROBERT HAND: to my knowledge, [01:19:09.06] there aren't any other laws. [01:19:10.85] The bylaws themselves say. [01:19:14.00] And you want to review those. [01:19:19.96] Typically they say people must get written notice beforehand, [01:19:22.54] maybe 10 days beforehand. [01:19:25.99] And, again, it has to be in writing. [01:19:28.28] Sometimes they say they require a two-thirds vote. [01:19:31.76] I don't know of any IRS regulation, though, [01:19:34.36] that states a requirement for bylaws. [01:19:37.40] Yes. [01:19:41.46] AUDIENCE MEMBER: the only requirement in the IRS [01:19:44.55] if you're doing your initial filing is that the way the [01:19:49.79] property is disposed of and your conflict of interest policy. [01:19:54.69] ROBERT HAND: yeah, right, that must be in there, [01:19:56.35] but as far as amending the bylaws, yeah. [01:20:01.99] AUDIENCE MEMBER: you would have to give a copy [01:20:03.65] to them when you did your 995, [01:20:05.98] ROBERT HAND: right. [01:20:06.84] When you amend them, you have to send it in. [01:20:08.31] Typically you have to send it in to the state [01:20:10.70] as well when you do it. [01:20:14.53] But as far as what regulation, there isn't [01:20:17.64] any that I know of. [01:20:20.17] Okay. [01:20:20.78] I don't want to mess up your time. [01:20:24.36] Oh, we're right on time. [01:20:26.23] Okay. [01:20:27.28] Also in here there's a few others, [01:20:29.43] like suspending a rule. [01:20:31.92] Most of those don't apply. [01:20:34.63] You know, suspending a rule is if you have a [01:20:37.50] board that operates very formally, strictly by [01:20:41.85] Robert's Rules of Order, very processed, and you [01:20:45.70] want to have a general discussion, then you [01:20:49.01] would move to suspend the rules so you could [01:20:52.33] just talk generally and not have to follow very strict rules. [01:20:57.63] Most of our boards don't act that formally anyway, [01:21:00.44] so there wouldn't be any reason to do that. [01:21:03.52] Okay. [01:21:04.48] This covers articles, bylaws, resolutions, and [01:21:07.47] then how you operate, parliamentary procedure. [01:21:11.28] And so I'm going to turn it over to Kimberly. [01:21:14.70] KIMBERLY TISSOT: all right. [01:59:30.04]