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A Question of Ethics

09/11/2013 9:29 PM

Two of the organizations I am a Board member of (one I'm the President), recently required an election. A guest in the audience (who is the President of another Board), made a big stink about the election process and how it didn't follow the Bylaws. Each Board believes that they followed the Bylaws in spirit, since the written word is not feasible to follow. Each of the Boards decided to allow the guest to make recommendations, but at the end of the day, the elections went on as planned. No foul play was involved; the Bylaws were not followed to the word is the only complaint.

Due to the complaint, the Bylaws of the two organizations have been amended, which is good, since they needed to be. All is in compliance in both spirit and in writing.

In the last 30 days, a review of Bylaws of the guest's organization reveals that their Bylaws are not being followed in spirit or written word. This person (again the President of her organization) made it her goal to make a mess of the election process of two organizations, however her own organization is not following their Bylaws. As a guest, she is allowed to question the processes and procedures, however in all fairness, I believe one shouldn't complain about others, when their own laundry is even more dirty.

What are your thoughts on this?

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#1

Re: A question of ethics

09/11/2013 10:30 PM

Autobroker-

I am also the chairman of a by-laws committee for an organization.. We are in charge of reviewing and modernizing the by-laws to reflect what the current operations iare and what should be in the by-laws. If there is any meeting which organizational business of a group is being conducted, no person other than members should be present. Without this confidential matters can not be discussed, among other things, and the meeting can digress to a situation you experienced. A non-member has no right to comment on anything during a meeting, a time they should shut up. If she had something so important that she wanted it known at the meeting she should have submitted it in writing to the president and ask that it be read during the correspondence review section of the meeting. Normally it would be up to the judgment of the president to approve it being read.

If your organization does permit guests, they must realize and be reminded of the no right to speak policy. If they do not obey they will escorted out and never be invited again. Indirectly and directly the members of an organization run it as they see fit as long as it is in compliance with all laws local, state, federal and international.

Keep her out! She has no right to speak up or be at that meeting. Keep the meetings to yourselves. As for the messed up by-laws- "Let he who is without sin cast the first stone"

Good Luck, Old Salt

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#4
In reply to #1

Re: A question of ethics

09/11/2013 11:45 PM

Old Salt, Our meetings are open, therefore guests are allowed to come and participate in the items at hand. For instance, one of the Boards is the Town Council. We post our meetings on our website and on a community events board. We also have an Agenda Planning Meeting, where the public is allowed to attend, but at this meeting, they cannot openly voice their opinion.

At the public meeting, the residents can fill out a Request To Speak form and we give them three minutes to speak at the podium. Each Councilman can direct questions to the guest speaker as they deem necessary. If there are no questions from the Board, the speaker's time is over.

You're correct about the guest to request an item to be added to the agenda, however in this situation, the election was on the agenda and the guest felt the need to speak up about how the Bylaws and, The Policies and Procedures were being followed.

Thanks for your tips. One of my Boards is closed and we do not allow outside guests, unless they are invited. If we ever have someone try to attend, I'll follow your advice and have them escorted out.

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#2

Re: A question of ethics

09/11/2013 10:50 PM

Without actually reading the by-laws, I don't believe that anyone can render a credible opinion about the correct process that SHOULD HAVE BEEN FOLLOWED.

No offense OS.

I get the impression that your by-laws allowed non-members to attend and participate, or at least express their non-member's opinion about the proceedings.

No harm, no foul.

If non-member's comments are not to be allowed, I assume the by-laws have been changed.

That's about all if feel qualified to say.

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#5
In reply to #2

Re: A question of ethics

09/11/2013 11:54 PM

Lyn, You are correct about our Bylaws allowing guests to attend and participate. She was within her rights to question our election procedures and how they fulfill the Bylaws. As you know, there are many gray areas, when it comes to interpretation of rules. Her interpretation was based strictly on the written words. Our Board sees things a different way and we ask the people who wrote the Bylaws what they meant by it. Unfortunately, when they penned the Bylaws, they didn't notice the ambiguities and the conflicts.

My question is based on her need to hold us to the letter of the law, however the organization she is President of, does not follow the letter of the law. At our meeting tomorrow evening, our Board plans to ask her why she's not following her Bylaws. I don't like doing things this way, but she did start the battle - which unfortunately is turning into a war.

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#6
In reply to #5

Re: A question of ethics

09/12/2013 12:27 AM

I have the same problem with the board of the non-profit where I work. I'm not on it.

They take liberties and meddle into things that make me cringe.

Anyway, I firmly believe that you should help the other board bring their by-laws into compliance with reality. In fact, I think it is your obligation to do so, since their president was "kind enough" to "help" you by pointing out your board's deficiencies.

Of course, this would not be a "pay back" by you, but rather a return of the favor/service she did to for you.

Remaining dispassionate and stating the facts won't be seen as anything other than a professional effort to help them.

Good luck!

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#7
In reply to #6

Re: A question of ethics

09/12/2013 2:11 AM

Good advice. Her organization is for the benefit of the community and since they are not fulfilling their obligation to the residents, someone needs to "help" them get back on track. Stating facts and keeping emotions out of it will be the key - something I can do very well.

Thank you.

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#51
In reply to #2

Re: A question of ethics

09/17/2013 7:56 PM

I thought I had replied to you, but in review apparently I hadn't or so it seems.

No offense taken. You bring up several good points for organizations. Our by-laws do not permit any one to attend other than members, probationary members or junior members. This negates the question about nonmembers participating, I apparently didn't mention that but should have for clarification.

If a nonmember wishes to address the members, they must request to do so prior to the meeting and not just a few minutes before. In most cases, who can do this is determined by the pres. or in his absence the vice-pres. We do not encourage this unless it is related to the purpose of the organization or the membership. For example, if someone was running for an office in an organization which directly effects some members of the organization and is relevant to all members of our organization we would permit it. If two or more persons wanted to address the membership we do not permit it to be a debate or atmosphere of arguments. State you message and "Thank you, good-bye". If it started to be a debate they would be firmly told to leave and then a "Thank you, good-bye".

Another alternative is the outsider submits a letter or written correspondence to the Pres or Sec and it is read to the membership during the meeting just as regular correspondence is. If either one of those positions deems it irrelevant or outside of the scope of the organization it is not read.

Also, thank you for only replying to the points mentioned in my original post. Adding other statements or recommendations concerning things not mentioned, and possibly not relevant to the organization, could distract from the real procedures and purposes. i.e. Thanks for not clouding the issues with other than what was said and applies to us. To do so could confuse others and waste your time and mine.

Again, thanks. A GA for that one.

Good Luck, Old Salt

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#53
In reply to #51

Re: A question of ethics

09/17/2013 9:04 PM

Old Salt, I figured that your organization had closed meetings. It sounds like your Board has everything under control, which is great to hear.

A little follow up on our "guest". She has decided to contact our Secretary of State and the County Board of Supervisors, regarding our election proceedings. I'm trying to follow the high road and as much as I want to confront her in public, I've held back. After hearing this about her running this up the ladder, I'm tempted again to go after her and her organization. I'm still on the fence on this one.

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#55
In reply to #53

Re: A question of ethics

09/17/2013 9:50 PM

Autobroker-

I sure don't envy you!

Are there any other individuals who share your views available to directly or indirectly influence her to be more in agreement with you? Most often a unified effort of individuals will have more productive results than one working alone or several working uncoordinated with each other. I don't know more than the basics you have told me so I don't want to cloud things with hypotheticals or irrelevant subjects. No matter what you decide to do it seems that the whole organization and the individuals within it would be better without her. She is acting like a "loose cannon" from my point of view, she could wreck everything others have put into it. Do whatever has to be done to rid your organization of her. She is counterproductive. Sounds like her ego had a big inflation defect in it!

Please keep us updated periodically about the progress you are able to make. It sure must be mentally straining you. Keep in touch.

Good Luck, Old Salt

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#58
In reply to #55

Re: A question of ethics

09/18/2013 8:06 PM

Old Salt, I'll keep you guys posted on what happens. I hope this goes away quietly, but my gut tells me it won't.

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#59
In reply to #58

Re: A question of ethics

09/19/2013 9:34 AM

Sorry Old Salt, but I feel very uneasy about the success of an officious solution as suggested in 55. Having reached this stage with the complainant stil making a fuss, Autobroker is right in 58 to anticipate the problem will not go away quietly. It hasn't yet.
I don't know the answer to the problem, but if I was the woman I would have formed the opinion that I was being gagged. And having no success I would take the matter to whoever would listen. And if meeting further resistance, my letters treated as 'not read' or thrown out with the junk mail (post 57) then with the bit between my teeth, going behind as many backs, over as many heads, and tread on as many toes as necessary, until I felt that the matter had been properly dealt with. There is still a lot of mileage in this situation.
If it goes to the wire, whatever the outcome, it will become subjective and personalised, and that I think will reflect badly on the 'Chair' for not dealing with the matter objectively at the outset.
But I guess that is what prompted the OP in the first place.

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#61
In reply to #59

Re: A question of ethics

09/19/2013 4:51 PM

Horace, We allowed her to speak at our meeting and we did not dismiss any of her letters. We chose to not answer back when she spoke, which I think was a mistake. I think a little dialogue would've been a good idea and I think she would've gone away. The President just thanked her for her opinion and moved on to the next item. I could see that she was very upset by this and I think this egged her on.

My question has to do with her need to make trouble while her own organization isn't following their Bylaws and my own desire to "get back" at her. Every time I think I make peace with myself, I have another run in with her. This time, she's passing rumors - something I found out about last night. I'm not sure what I'm going to do at this point, so I'm going to sit on my hands and let myself cool down.

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#63
In reply to #61

Re: A question of ethics

09/20/2013 10:24 PM

Autobroker and Old Salt. I have no problem with non-members not being being allowed to attend meetings, or not being allowed to speak if they do attend, or correspondence being screened or vetted beforehand, and the person being told in no uncertain term - providing the rules allow it.


Dealing with matters this way would be purely objective and no one should take a rejection personally. They can read the rules for themselves. They might feel agrieved though, in which case there should be a mechanism for them to seek a remedy. Let's assume the rules can be interpreted to allow points and issues to be raised by non-members or outsiders then I wonder here if this woman has a valid point that with due duscussion could result in reaching a mutal agreement.


By this I don't mean I would concede to her outright demands as such, but more of finding an amicable way forward to accommodate her wishes that will be seen to benefit the organisation. I use the term 'way forward' because it delays the current issue by giving time to think (and chat to others) by introducing a time frame consistent with the next formal meeting that can discuss the matter.


The word 'formal' being used because preparation of the Agenda for this meeting would be strictly in line with the rules - which is necessary because I gather it is the 'rules' that this woman is interpreting in her personal interest to which end she is demanding you stick to them.
The fact that she is part of an organisation that ignores the rules, or is spreading rumours (it becomes so personal) that it is a distraction that dilutes your chances of finding an objective solution.


I wish you well.


PS. I do speak from personal experience of being chairman of a community association many years ago. Yes I made mistakes. I allowed personalities to influence my decisions, and it slowed things down no end, and by lashing out as a consequence I made enemies (who are irrelevent and have been long forgotten). But with volunteers, and focussing on the prime objective of successfully building a thriving community centre, I made numerous friends who long after we have ceased to play an active committee role, to this day are very dear to my heart.

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#64
In reply to #63

Re: A question of ethics

09/21/2013 6:19 PM

Horace, I appreciate you sharing your personal experience with us. I think we do gain lifelong friendships from our civic organizations, along with the feeling that we gave selflessly to a greater good. I do not want to offend anyone here, but I do notice that there is something special about those of us who choose to volunteer our valuable time in the hopes that we can help our community be the best that it can be. Sure, there are some who join for personal glory or fame, but overall, I've found that most do it out of the goodness of their heart. It takes a certain person to give of themselves in this manner, to put up with the problems, juggling our work schedule and family, and accepting that there are some who will make up rumors about us. Sometimes it gets very difficult, but the strong push on.

Thanks again.

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#62
In reply to #59

Re: A question of ethics

09/19/2013 10:55 PM

horace40-

I understand your comments and if the purpose of our organization was different, the type of member that are permitted in it, the basic formation of it, etc. were different than they are now, it probably be aligned more similar to what you are speaking of. Let me make an analogy: we are both talking apples, yours are delicious apples, ours are green baking apples. We are both organizations but the purpose of ours is different from the one that you are referring to.

Our organization is a private non-profit corporation. Our admitting of new person for membership is dependent upon a membership committee to review their application, a physical geared to the requirements of the position and skills they want to be as a member, is there an open position for that or can we expand to accommodate them, a back ground check, and finally a vote of the membership (which rarely in negative. We can do all these because we are a private corporation. We can do what we want to do as long as it is within the law, good business practices and the by-laws. There are other organization with the same purpose in adjacent areas but they don't have the freedoms we due. Some of them are a sub-division of the municipality or supported so much by the municipality that they have to accept the influence of the municipality. They are departments, we are a company.

In the matter of the mail I stated that junk mail, such as advertisements for women's clothing are discarded when they are received. To read these in to the minutes would be an annoyance, unproductive and a clear waste of time. Should we be burdened with correspondences that are clearly irrelevant to our purpose and operation? Should we have to do this with a weekly flyer from a grocery store located 20 miles away? We adhere to the by-laws as they are written. There is no reference to how to handle junk mail so we do it in the most convenient and the method that the membership likes, we recycle it with the semi-monthly municipal recycling.

Our by-laws state that no visitors are permitted during our monthly business meetings. If anyone wants our attention they must do it prior to a meeting, if we allow them, then leave. If they get out of hand they are politely escorted out. If they become belligerent, cause an undesirable incident or something of that nature the police are called, although this has never been necessary. The by-laws state no visitors so it is no visitors, we are a private company. We comply with them.

If the women cited in the original posting was to show up at one of our meetings and insisted that we let her talk before a meeting she would be told no if her subject (or attitude) was not relevant to our purpose and operations. If she insisted on talking during a meeting the answer is an automatic no. She can holler all she wants, she is not a member and certainly doesn't tell us, a private company, how to run our business. To allow her would not be in compliance with the by-laws. As long as we comply with the applicable laws, no one outside the organization can not complain about anything as to how our meetings are run.

I don't know anything other than what has been posted concerning this problem, but I do know that I clearly do not envy Autobroker. I have been members and officers in several different organizations public and private and have never been confronted with an identical situation. I have tried to support him in the manner he requested. The public group has to adhere to more transparent scrutiny than the private one does. We are similar to autobrokers organization but under different parameters.

Good Luck, Old Salt

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#56
In reply to #51

Re: A question of ethics

09/18/2013 6:52 AM

'.. the outsider submits a letter or written correspondence to the Pres or Sec and it is read to the membership during the meeting just as regular correspondence is. If either one of those positions deems it irrelevant or outside of the scope of the organization it is not read...'
Hello Old Salt. I appreciate some letters might not be relevant, but are the letters recorded in the Minuted as 'not read', or are they just 'binned' by the Pres or Sec with no committee members being told.

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#57
In reply to #56

Re: A question of ethics

09/18/2013 8:29 AM

Horace40-

Most of these items are what can be termed as "junk mail". They are obviously of no purpose to the organization and "recycled" as the mail is received. For example, a solicitation from a mail order women's clothing supplier has no relevance since the only clothing we purchase are PPE and others directly required to complete our function. Same for brochures for auto dealers/manufactures concerning any vehicles except SUV's or specialized trucks. That's how the members want it although it is not written in the by-laws. We try to incorporate this type of "office procedure" in the "all other relevant minor requirements" type of provision of the by-laws.

Good Luck, Old Salt

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#60
In reply to #57

Re: A question of ethics

09/19/2013 4:42 PM

One of our organizations has a time set aside to read correspondences and if the Board deems it important, we read it at the meeting.

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#3

Re: A question of ethics

09/11/2013 10:51 PM

What are bylaws for, if not to be followed? Laws are not suggestions......You have not given the reasoning behind the statement that the laws as written are not feasible....If this were so, then wouldn't the proper procedure be to have these laws amended?...It seems to me that you are seeking support for breaking the law, and justifying it by accusing the accuser....The righteous do not have exclusive domain of the truth....only a more profound respect...

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#9
In reply to #3

Re: A question of ethics

09/12/2013 2:52 AM

Solar, you're correct about amending the Bylaws, however two Councilmen dropped out and we needed to fill the spots ASAP. We have ten on our Board and we need six for a quorum. With only eight on the Board, we need six of eight to have an official meeting.

We announced the election at two straight meetings, we posted the notice on the bulletin board and on our website. Our Bylaws state that "All residents must be notified of the election". Our guest wanted us to send mailers to every home, which was something that was never done in the past and we feel it would be a waste funds doing so. When the Bylaws were written, we can assume they meant that we needed to make an effort to announce the election to the community.

Per Article 7, Section 4B of our Bylaws, we hold our election at our regularly scheduled January meeting. Per Article 16, Section 1, our elections are held the first Tuesday of the month in November. Someone messed up with the 2008 amendment and changed one part, but not the other.

Per Article 16, Section 1, the filing fee for nominees must be determined at the next regular meeting following the effective date of vacancy. We didn't do this, because we hadn't created an Election Committee yet (the Councilman who quit, put his notice in a few days before the regular meeting and we didn't have the time to create the Election Committee). The Election Committee determined the filing fee after the regular meeting, so we were in violation of the Bylaws. We determined the fees and announced them at the next meeting and our guest called us on it. The words are specific, but the meaning is that we need to create the committee quickly and they need to determine the fee as soon as they can.

All of this was a moot point, because we were only able to get two nominees (one per region), therefore there was no need for an election. Our guest told us that we needed one and recommended we have a spot for a write in candidate on the ballot. Our Bylaws don't account for this, but common sense says that an election does not need to be held for one candidate.

The letter of the law gets you into trouble, when the Bylaws are too specific. I also think that it would make more sense to say that the election would be held X days after the nominations were closed vs on a set day in November or January.

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#19
In reply to #9

Re: A question of ethics

09/12/2013 9:57 AM

What would you think of a Board that can't even run itself properly? Would you want them in charge of running a larger, more important entity? Each of these excuses you cite are problems to be solved, that have been bypassed in the interest of expediency....I have no doubt that you have the community's best interest at heart, and if you have the power as president, to bypass laws in this manner, then you must be prepared for the consequences of misinterpretation by those that would do so and shout foul to those that would listen....You should imo at least make an effort to correct any procedures that are open to interpretation, and maintain a written record of these efforts....Good Luck on your political career....a position generally somewhere between a rock and a hard place as they say.....

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#37
In reply to #19

Re: A question of ethics

09/14/2013 7:44 PM

I think this is reasonable. Nothing is perfect. When a problem is found, documenting the problem and moving towards a solution is the correct thing to do. However, in the Real World, you're not likely able to put everything on hold until everything is fixed.

I would suggest that the OP, in any future reference, graciously thank Miss X for her cogent observations which were obviously based on her experiences within her own organization. Further invite Miss X to share her experience with addressing the problem as, perhaps, her experience may be useful in finding a solution in your situation.

It's been my experience that you can be very mean to someone by being very nice to them.

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#38
In reply to #37

Re: A question of ethics

09/14/2013 8:19 PM

And for some others you just give them a soap box to stand on, and they then dominate the meeting.

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#44
In reply to #37

Re: A question of ethics

09/17/2013 5:15 PM

Reward, Great advice and it could've worked for us. She was put on the agenda and allowed to speak. When she was done, not one Councilman had a question for her. This is not the typical response and we would've questioned her under normal circumstances. Prior to the meeting, our President asked us to refrain from asking her questions or having dialog with her.

I think the intent was that we would listen to her speak, however by not responding to her, I think it put fuel on the fire. FYI, she has filed an official complaint with our Secretary of State and our County. We'll see where it goes from here.

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#43
In reply to #19

Re: A question of ethics

09/17/2013 5:09 PM

Solar, I am a Councilman, not the President of this organization. If I were, I would've run the election a little differently. You see that we, the organization that I'm President, ran into the guest problem months before the Town Council did. My recommendations were taken, but the President of the Town Council chose to push ahead.

I think you're confusing the Town Council with the organization that I am President of. We did have a similar problem with this guest, however we resolved our issues in a different manner and since we don't have as much exposure as the Town Council, it was easier to do. We were also able to appease this guest and we put the vote before our membership - they voted to support the Board, regarding the election.

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#10
In reply to #3

Re: A question of ethics

09/12/2013 3:20 AM

Solar, Consider the importance of the spirit of the law vs the letter of the law. You give me your opinion if we did the right thing.

This is for the Board in which I'm the President. In Feb, March, April and May, I asked for nominations for our Board. We had two openings and I only had one nominee. Our Bylaws state the the election must be held in either April or May. Since I didn't have enough nominees, I pushed the election to June, hoping that someone would come out of the woodwork. One of the requirements of being a Board member is that you must attend one meeting from the previous year to Feb 28th. Since I held the election in June, my guest asked for this requirement to be waived. The spirit of the law is that we want someone who has been to at least one meeting, so they can see if this is something they would like to commit to. The letter of the law states a specific date, which our guest informed us that we had broken, so if we followed her recommendation, we would allow someone to run for a Board, which they had never seen function.

Since we didn't have enough nominees by May, I postponed the election until June and I discussed this at every meeting beginning in Feb. Our guest felt that we should've held the election in May and gone with a short Board. The problem is that our Board has six positions and we need five for a quorum. If we dropped down to five, it may be difficult to hold a meeting and get anything done. Letter of the law says April or May, however if followed, we would have trouble meeting a quorum. The spirit of the law is that we need to hold meetings, hence that's more important than having an election on a specific date.

Last one. Our Bylaws state that any resident who attends a meeting (prior to the current meeting) is a member of the organization. When we hold an election, "all members must be notified of the election date". Again, the word "all"! The spirit of the law is that we should do our best to inform people of the election. The letter of the law is that we need to mail notices to every member, regarding the election date.

I find it easy to make the statement that the rules must be followed to the letter, however this is reality and I believe it's much more important to use common sense and keep in mind what's the best for the organization. If you don't agree, consider how often you're reading instruction and there is a mistake. Do you plow ahead and do it wrong, or do you notice the mistake and do it right?

Example: I just installed a new faucet in my guest bathroom. The instructions called for a 1/2" MIP supply, however the attached hose has a 3/8" compression nut - it won't fit a 1/2" MIP. If I followed the letter of the law, I'd still be up there trying to create a miracle. The spirit of the law is to connect the water hose to the supply valve, so water will flow into the faucet.

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#8

Re: A question of ethics

09/12/2013 2:26 AM

Very simple.
A murderer can still accuse a thief.
You shouldn't let your emotions cloud the issue.
If you want to go ahead as a separate issue and raise complaints against their organisation fine, but the two cases are not actually related or even relevant to eachother.

It's just life like on the football field, player A is a nasty guy he fouls player B (mr nice guy) who takes mild retribution and gets sent off by the ref.
We've all seen it, we've all had it done to us. You now know not to trust either that person or their organisation.

Del

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#11
In reply to #8

Re: A question of ethics

09/12/2013 3:26 AM

Del, thanks for your feedback. I know that I'm connecting the two, but you're absolutely right - they are unrelated.

I was ready to crucify her at my meeting tomorrow night. Gotta do some soul searching on this one.

Thank you.

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#12

Re: A question of ethics

09/12/2013 3:34 AM

The by-laws, constitution, or whatever, defines how an organisation is to run, so that it cannot be run any other way. There must be provision in the arrangements for changes to them, which will need to be put before the membership, in a way that is also in the arrangements, for ratification. So if the current arrangements are not working, it is up to the membership to change them into something that does.

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#13
In reply to #12

Re: A question of ethics

09/12/2013 3:47 AM

PW, there are provisions for amending the Bylaws. A committee must be formed to recommend changes. The committee presents their findings to the Board, who decide which changes should be made. The Board presents the changes to the membership, who votes on the changes (either as a slate or individually). The votes are tallied and all amendments which pass are included in the updated Bylaws. A copy of the vote count is attached to the amendment to prove that the item was approved.

The reason I know this process so well is that I just did this for two of the Boards I'm on. The reason we didn't make the changes before the election was that we needed both Boards filled or we risked not being able to meet quorum. Without quorum, we can't hold an official meeting and we can't get anything done.

I was given an option to temporarily suspend the Bylaws, until we amended them. It was recommended that I don't do this, since all election rules are no longer valid. The smell of corruption now becomes a concern.

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#14
In reply to #13

Re: A question of ethics

09/12/2013 4:13 AM

It is not possible to suspend the structure document of any organisation. The structure document defines what the organisation actually is and how it operates. The suggestion is nonsense.

<unsubscribes>

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#15
In reply to #14

Re: A question of ethics

09/12/2013 4:20 AM

It may not be possible in your country, but it is allowed here. I'm on the Board of four organizations at the present time and I am well aware of what is legal and what is not.

FYI, when a Board decides that they may need to go against the Bylaws, they can choose to suspend them or suffer the consequences of going against them. We chose to go against them, since we believed that common sense would prevail.

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#20
In reply to #15

Re: A question of ethics

09/12/2013 10:29 PM

Looks to me that you compare Britain with US? They have basically common Law? Most countries where Napoleon Bonaparte ruled use Napoleontic Law and that is different.

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#26
In reply to #20

Re: A question of ethics

09/13/2013 6:22 AM

I have no intention of comparing British Bylaws to the US. My response was to someone from Britain, who claims to know how our laws work. I know that we are allowed to suspend our Bylaws, since it is written in the Bylaws.

My issue with this man from Britain is that he makes his statement as if it's fact. It bugs me when someone claims to know something, when they really don't.

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#16
In reply to #14

Re: A question of ethics

09/12/2013 4:33 AM

Article 5, Section VII

A.

Any request for a waiver of policy or bylaw shall be considered in light of the policy or bylaw itself, rather than any particular circumstances of the moment. B.The board shall decide whether the policy or bylaw still reflects the considered intent of the board. If it does, the suspension will be denied and the policy or bylaw reaffirmed in the minutes. C.If the policy or bylaw does not reflect the intent of the board, then the policy shall be waived by a majority vote of the members of the board present and voting and development of a revised policy or bylaw shall become the board's prime policy priority.

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#17
In reply to #14

Re: A question of ethics

09/12/2013 4:39 AM

Is it me, or do people from England claim to know the facts about our country, when all they're doing is telling us about their country? Just because something is not allowed in your country, please don't assume that's the rule for us.

And calling someone's Bylaws nonsense is simply being arrogant. Do you really think you're so much more superior to us? Maybe it's the other way around?

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#39
In reply to #17

Re: A question of ethics

09/17/2013 3:51 PM

It is not a question of people from England telling you what you can or cannot do. It is a question of what is right and what is not right. As soon as you start playing fast and loose with by-laws and rules, you are on the slippery slope to anarchy and corruption. This applies to any organisation in any country. PWSlack is right, to a certain extent, in that "The structure document defines what the organisation actually is and how it operates." Once you decide to start ignoring the rules, then what does that say about your organisation, particularly in the eyes of others? You would do well to put your own house in order before you choose to 'help' others with their irregularities. Start from scratch if you have to. It is, as you say, "A question of ethics".

Btw. I say this wearing my Canadian hat (having removed my English one), and I cannot claim any originality here. In fact, I am just agreeing with many of your US compatriots.

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#47
In reply to #39

Re: A question of ethics

09/17/2013 5:29 PM

Holzfeller, I know we had some disagreements on another post, but I ask that you look at this objectively. My comments above were in response to post #14. The post clearly states that suspending the Bylaws are not allowed, period. We should be in agreement at this point.

My response to him was that laws in the US allow for this and are included in our Bylaws. When a conflict arises in Bylaws or Policies and Procedures, we do not want our organization to stop dead in it's tracks. Instead, we allow for it to continue by suspending certain parts. I am not a fan of suspending something that has to do with elections, since it leads one to believe that something is "fishy". When an outsider is scrutinizing the "letter of the law" to the point where it hampers the organization from doing it's job ... well, that's where I draw the line.

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#50
In reply to #47

Re: A question of ethics

09/17/2013 6:03 PM

Yes, I understand what you are saying, and see your point, but there is also an element of truth to what he said. I can't say for sure what he meant, and maybe he was being overly dogmatic, but I don't think he meant to say that it is not allowed, just that it is not good practice. It sounds like you also agree with this, judging by your own reservations towards suspension of bylaws. In fact, when you suspend the bylaws, you remove the foundation on which the organisation is built (I think this is what he meant), so you effectively suspend the organisation and start afresh.

Anyway, it sounds like you've got it sorted now, so well done, and good luck.

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#52
In reply to #50

Re: A question of ethics

09/17/2013 8:54 PM

I agree, suspending the Bylaws is not a good practice. When there is a clear contradiction in the Bylaws, it either means that the last group who amended it made a mistake. I think we've come to the point where it was either one of two reasons for this. 1. They didn't notice it contradicted another part of the Bylaws or 2. They just did a cut and paste and completely missed it.

Either way, our Town Council had at least two elections since then - both went through without a glitch. I think it was good that this person found the error, since it allowed us to "fix" our documents. I don't approve of the manner which she brought the problem to light, but to each their own. My main source of "unfairness" comes from her own organization and their issues regarding Bylaws.

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#40
In reply to #17

Re: A question of ethics

09/17/2013 4:43 PM

I have found that foreigners (Europeans) for that matter may be more acquainted with the inter-workings of our country (U.S.) than we are.

Why,....... poor media sources here.........

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#41
In reply to #40

Re: A question of ethics

09/17/2013 4:51 PM

I know I am not that familiar with how our country works. For most of my life, I thought our Congressional representatives read a bill before they voted on it. It was only a couple of years ago that I learned they must vote on a bill first so that they may then read it.

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#45
In reply to #41

Re: A question of ethics

09/17/2013 5:22 PM

I'm with you on that one............

I can't wait till the revised history books come out...........

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#46
In reply to #45

Re: A question of ethics

09/17/2013 5:27 PM

Hey, we're pretty good at cooking the history books in Europe as well, you know!

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#18

Re: A question of ethics

09/12/2013 7:56 AM

If there is a procedurally fatal flaw with an organization's bylaws, such as you describe, it seems to me the procedure to follow would be: 1) A vote to suspend specific portions of the bylaws for a limited period of time, 2) a vote to hold an interim election for which the elected members serve a limited period of time pending the correction of the bylaws, 3) the vote to correct the bylaws follows standard protocol, 4) a second election is held to formally elect the officers to finish the incomplete terms.

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#24
In reply to #18

Re: A question of ethics

09/13/2013 6:11 AM

We could've gone this route, but we chose to plow ahead. Our Bylaws allow us to suspend sections, but we felt that this could cause more trouble. We attempted to have an election, but since we only had one person running per open region, there was no need for an election.

We did amend the Bylaws and we feel they are now pretty solid.

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#21

Re: A Question of Ethics

09/12/2013 11:18 PM

I have to remind you that most organisations simply cut and paste constitutions and bylaws of other organisations. They do not even try to edit or even read them in the first place. The best answer to your question is in my first two sentences.

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#27
In reply to #21

Re: A Question of Ethics

09/13/2013 6:27 AM

You're absolutely correct about this. I know that the Bylaws of three of my organizations have to be a cut and paste job. On one, the dates for the election are specified, yet since they're in two different places of the document and they contradict themselves, it means someone got sloppy or it was a cut and paste that they didn't even read.

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#22

Re: A Question of Ethics

09/12/2013 11:38 PM

It seems to me that this just another one of those areas where, for the health and well being of both parties, you have to concentrate on the technicalities and ignore the personalities.

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#23

Re: A Question of Ethics

09/13/2013 3:11 AM

It seems, Autobroker, that you're suspending what you please, and your only excuse is that it MIGHT risk not having a quorum. You're on thin ice legally, and I hope you're not violating the laws governing corporate bodies. I'm kinda up on this because I've recently been on the Board of our 450 member co-op, and the previous board got pretty loose with the rules, leading to a huge foofaraw about equality of treatment. It's always easy to pretend the rules don't matter, but they do. If you've got sloppy rules, fix them. Don't make the easy excuses. It would help if you mentioned the country, state or province, etc., because laws are on the internet, by and large, and someone might set you straight. Lawyers are good. They can write pretty logical laws. They're word engineers. Not all law is adversarial.

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#25
In reply to #23

Re: A Question of Ethics

09/13/2013 6:18 AM

We did not suspend the Bylaws, though were were tempted to do so. As I said above, we just chose to plow ahead. The risk of not meeting a quorum is very serious, since no action can be taken, since we are not allowed to have an official meeting.

The Bylaws do state that we can vote to suspend them, but I think we need a super majority to do so.

Since the last Bylaws amendment occurred in 2008, then somehow the 2010 and 2012 (and possibly the 2008) elections should have never happened (if we follow the letter of the law). The spirit of the law is to make sure we have a Board and I think the previous Boards followed the right path and had elections in 2010 and 2012. If they hadn't, the Board could've still been the same and our organization would be worse off.

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#28

Re: A Question of Ethics

09/13/2013 7:41 AM

23 was the last post at time of reading, where 22 seems to sum up the underlying problem. Personalities seem to influence you in proceeding rather than objectivity.

If compliance with the letter of law is found to hamper practical operations then the rules need changing or relaxing. Quite often a time scale affects decisions so sometimes if really important, long term ones can be delayed. If short term and can't be delayed, it usually falls on the the Chairman to use common sense. Generally that will be based on feed-back from committee members present - and the floor.

If the decision is objective and best serves the organisation, then bend the rules, make a note in the Minutes, and go ahead. Any objectors at the time or later can make an issue of it and ask for the matter to be formally tabled in the Agenda for the next meeting to discuss.

If your decision is seen to be in personal self interest, or made to get back at an objector, someone you don't like, then you might be in trouble if substantiated, to the extent you are asked to resign, or forced out later by a successful motion for a vote of no confidence.

If your decision is seen as objective, then at the worst you will get your knuckles rapped with sympathy, and the rules changed to accommodate the situation if it is serious and could be a regular occurrence, or it is a 'one-off, and probably, as in my experience, you will get a pat on the back and around of applause.

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#35
In reply to #28

Re: A Question of Ethics

09/13/2013 1:25 PM

Horace, A lot of common sense in your writing. Sometimes we get caught up in things and miss the entire purpose of what we and our organization should be doing.

Thank you for your input. Greatly appreciated!

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#29

Re: A Question of Ethics

09/13/2013 8:38 AM

Autobroker,

In reading this thread it appears to me that the primary concern was that you might not have a quorum at one of your meetings. A secondary concern was the conflict of wording regarding election dates within the bylaws. A tertiary concern was the lack of candidates for the open board position(s).

Every corporation and 501(c)3 board I have been on has rules set up in the bylaws or articles of incorporation that address the primary concern. Usually this is in the form of stating that in the absence of a quorum the only action the board is permitted to take is to adjourn to a specific time and place for a subsequent meeting, with the provision that at such meeting the requirement for a quorum is reduced to some specified number (such as a percent of the former requirement, or a specific number, or the number of members then present), and often the wording continues to allow subsequent postponed meetings with continuing reduced quorum requirements until a quorum is achieved. Nowhere in the discussion did you state that you had not achieved a quorum, only that you were afraid that you wouldn't achieve one.

Regarding the secondary concern, the wisest approach would have been to note the discrepancy and ask for a vote to suspend one of the two conflicting sections so a vote could proceed. Then, to follow this up with a process to amend the bylaws to correct the conflict. This approach will keep you and the board above the "appearance of evil"--above reproach.

Regarding the tertiary concern, there would have been no harm in holding an election with only one candidate for each position; nor for holding an election in which one position would have been open. You could have also asked for & received a motion to approve the candidates by a vote of acclamation. I fail to see why an election was not held.

On this matter, your choices, although expedient, were not the best.

The Bible speaks of "motes and beams"--pointing out a speck in one person's life while there is a huge splinter in your own. If you wish to chastise this guest, I suggest you do it humbly and privately.

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#48
In reply to #29

Re: A Question of Ethics

09/17/2013 5:47 PM

John, I thought I had responded, but it must've got stuck somewhere. Sorry about that.

What you say makes sense and it would've been great to have a clause that allows for a reduced quorum as missed meetings occur. Unfortunately, it's not in any of our Bylaws. We also didn't add it to the amendments - looks like one more round of amendments.

I did not comment on a missed meeting we had, where we did not meet quorum. I believe it was the first meeting after the second Councilman resigned. Our President and Vice President, nor I were present at this meeting and the Councilman who acted as President did not know that we could still hold an informational session in place of a meeting. Needless to say, it was a great embarrassment to the Council.

In regard to your secondary concern, we could've gone your route, but our President met with the County Supervisor and was advised to move forward vs suspending the Bylaws. The reason being that suspending election rules is not a good idea when you're in the middle of an election. A headline in our local newspaper could look very bad.

We could've held an election with only one candidate running, but why? Our elections are held at a neutral location, where residents place their ballots in a sealed box. The polls need two people at all times and specific times and dates are dictated in our Bylaws (which have a conflict - two dates are given in two different sections). We did take the easy way out and our Board voted to accept the two nominees and due to no other candidates running, we deemed the election unnecessary and by default the two nominees were now Councilmen.

I appreciate your advice and I have chosen to deal with her in a private manner.

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#30

Re: A Question of Ethics

09/13/2013 10:32 AM

There is a saying:

"They who live in glass houses, shouldn't throw stones."

People who complain about others loudest, is usually trying to hide their own faults.

Another bit of human behavior, that is a tattletale about someone, is people accusing you of things, that you didn't do all the time, are actually doing it themselves but trying to keep the attention on you while they are doing it.

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#31

Re: A Question of Ethics

09/13/2013 10:32 AM

Challenge her, and directly ask her what her claim is.

Then follow up with any can of evidence that she can bring forth, but also be very familiar with the bylaws yourself, and back anything/everything up that is within the by-laws.

After everything has brought out in the open, ask her what her agenda is.

Remember, anything that is brushed over, people like this will give a dead issue, life that will keep gnawing away on what really counts.

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#32

Re: A Question of Ethics

09/13/2013 10:40 AM

After reading the threads, I can only offer the observation that when an organization becomes mired in bylaws and amendments and procedures it is usually becoming dysfunctional.

Fix the bylaws, do the politics, and get back to doing the business of the organization. I think the focus has been lost.

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#42
In reply to #32

Re: A Question of Ethics

09/17/2013 4:58 PM

GW. Very true. Bylaws have been fixed and we're back to business as usual ... until I found out that this guest sent a letter to the Secretary of State and the County Supervisor, regarding our election (for the Town Council only). We'll see what happens.

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Join Date: Oct 2006
Location: Surrey BC Canada
Posts: 1571
Good Answers: 42
#65
In reply to #42

Re: A Question of Ethics

09/23/2013 6:02 PM

Good grief, who got her goat?

Carefully plan your defence.

Attacking her won't win any browny points, (but revenge can be sweet. - for a short time.))

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Guru

Join Date: Dec 2009
Location: Kansas, USA
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#33

Re: A Question of Ethics

09/13/2013 11:07 AM

GA GW,

Many times organizations get lost in the minutae of the process and lose sight of what they are about. Leadership needs to understand that and keep that in the forefront of any discussions that take place.

There also needs to be the understanding that sometimes people just want to "stir the pot" so to speak. Maybe because of personality type, i.e. "D", choleric, Type A, Lion, etc. they want to be in charge and when they aren't they do whatever it takes to control the situation. This may even entail derailing the good of the organization because of their selfish desires.

A couple of great books that comes into play here are titled "Crucial Conversations", Tools for Talking When the Stakes are High, by Kerry Patterson and "Peacemaker" by Ken Sandee.

As we remember what we're about in an organization, leadership should be firm in the goal and not let the Purpose become derailed or hijacked by individuals who may have a different agenda.

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Guru

Join Date: Aug 2012
Location: Land of Fruits and Nuts
Posts: 4481
Good Answers: 54
#49
In reply to #33

Re: A Question of Ethics

09/17/2013 5:54 PM

Very well put. We do lose sight of what is the goal or objective of the organization. When it comes to "politics", people become very passionate. Then emotions and ego gets involved. I've seen too many people choose the path of "crash and burn" when their ego is at stake. In my younger days, I know I have been guilty of it. I like to think that I am wiser, but maybe I'm just a little better controlled.

Thanks for the recommendation. I'll pick up copies of the books.

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Power-User

Join Date: Oct 2007
Location: S. California, USA
Posts: 279
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#34

Re: A Question of Ethics

09/13/2013 11:29 AM

Although messy, it sounds as though your guest did your organization a service as your organization changed their bylaws so that they now agree with the way business is conducted.

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Guru
Technical Fields - Technical Writing - New Member Engineering Fields - Marine Engineering - New Member

Join Date: Sep 2008
Location: Vancleave, Ms about 30 miles inland from Biloxi and the coast
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#36

Re: A Question of Ethics

09/14/2013 2:21 PM

If an organization allows non-members to participate; that doesn't mean any statement made by that non-participant has to be acted upon. A simple "thank you for your views" is all that is necessary and then on to the next topic. A mental note can be made for further evaluation later on.

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Guru

Join Date: Aug 2012
Location: Land of Fruits and Nuts
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#54
In reply to #36

Re: A Question of Ethics

09/17/2013 9:12 PM

Ronseto, you're right on the mark with your reply. There is nothing our Board has to do about comments from the community.

After the meeting, this person chose to contact the local newspaper, which all of us on the Board felt was unnecessary and mean hearted. Since then, she has contacted the Secretary of State and our County Supervisor.

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