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Open Board Meeting Policy - Misnomer

Discussion in 'AAW Information' started by Al Stramiello, Sep 4, 2010.

  1. Al Stramiello

    Al Stramiello

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    Admittedly, I was enthusiastic and hopeful when I saw the announcement on the AAW Homepage announcing: "New Open Board Meeting Policy (9/02/10)".

    However, after perusing the agenda, I have come to the realization that the phrase "Open Board Meeting" is actually a misnomer. In my book, getting to "listen in" on a BOD meeting is only a tiny step in the right direction. A true "Open Board Meeting" would include an agenda item where members could speak.

    If my local school board (which is a total disaster) allocates time for citizens to speak, surely the AAW Board could work out a similar strategy. And no, I'm not asking for anybody and everybody to have a chance to speak at the BOD meeting. But, at least set aside 30 minutes for the membership to address the board.

    Perhaps the BOD would like to have Ed rename the item on the Homepage. Maybe something like, "Semi-Open Board Meeting" or "A Little Bit Open Board Meeting" . . . or . . . "Guess What? You Get to Listen In!"
     
  2. steelguy

    steelguy

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    Baby steps

    Al -

    It is a step in the right direction. While it may not be all that folks would like, the important thing is that at least one member should listen in to each meeting. It will acccomplish more than you may imagine.

    The easiest way to get folks to stop moving in the right direction, is to critique every step they take in the right direction.

    Jerry
     
  3. davidwalser

    davidwalser

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    Al,

    Does your local chapter of the Red Cross or United Way allow non-board members to listen in on board meetings? I can't think of a single private organization that does allow others to listen in to board meetings on a regular basis. I've served on several such boards and don't recall a single one that was as open as the AAW's board is trying to be.

    I don't have any problem with your suggestion that the board find a way to allow questions. I have a problem with your tone, which seems to imply that the board is being unusually secretive when the board is not only being more open than any other board in AAW history, it is also more open than the boards of most other similar organizations.

    Please forgive the typos. I'm posting from my cell phone.
     
  4. Al Stramiello

    Al Stramiello

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    David . . . my point is that if the BOD is going to say that they are going to have a "New Open Board Meeting Policy" . . . then, it should be open. Not just "listen in".
     
  5. Bob Hawks

    Bob Hawks

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    Good luck "listening in" because they are only going to allow 350 listeners.
     
  6. Garmar

    Garmar

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    The PROBLEM David is that this BOD has a serious credibility issue. Not open, transparent or quite frankly very friendly. When you have BOD members acting out like Malcolm Z. what do you expect?
     
  7. davidwalser

    davidwalser

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    Again, Al, I don't have a problem with your suggestion. I have a problem with your tone. You came across as petty, sarcastic, and dissmissive of the board's effort. There are degrees of openness. The board is striving to be far more open than most similar organizations. Yet, all you seem able to do is dump on them for doing more in this regard than any other board in our history. One might easily conclude there's no pleasing you.
     
  8. Al Stramiello

    Al Stramiello

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    Sarcastic? Certainly! I intentionally used sarcasm to help make my point. By the way, if you want to see sarcasm at its worst . . . I refer you to Malcolm Zander's letter to Stuart Johnson . . . post #11 on the following thread:

    http://www.aawforum.org/vbforum/showthread.php?p=68838#post68838



    Petty? That would be in the eyes of the beholder. From my vantage point, there is nothing petty about the parameters of an Open Board Meeting Policy.

    Dismissive? Perhaps. But a normal reaction from those who are marginalized by the Board of Directors.

    The BOD needs to understand that a "step in the right direction" is not enough.


    However, rather than analyzing my "tone", let's focus on the issue at hand.


    Why couldn't the BOD set aside just 30 minutes for comments/questions from the membership?
     
  9. Mark Mandell

    Mark Mandell

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    There appears to be some confusion in this thread with regard to a basic understanding of the differences between a Board of Directors meeting and a General Membership meeting. While I have no doubt that there are some members who would like to ask the Board a number of questions (some percentage of which would certainly be rhetorical) whether in or outside of a meeting but most assuredly in a way that a maximum number of other members could overhear both the question and the response, General Members of an association do not "participate" in Board of Directors meetings so such questions (valid or otherwise) would be "out of order". Some others would, I'm sure, chose to "protest" a Board meeting and show their discontent with regard to the recent past events. Unfortunately, when meetings are held by teleconference, picketing is not a very effective activity.

    Members will, on the other hand, have an real opportunity to gather and ask the Board whatever questions they wish to pose at the annual meeting; that's part of what General Membership meetings are about in my experience. They can also take their picket signs and exercise their First Amendment rights.

    However, since there is presently circulating a solicitation to AAW members to subscribe to some kind of formal complaint against the Board over the firing of Ms. Lacer under the guise of ethical violations of the AAW by-laws, the "atmosphere" remains rather strongly adversarial which tends to cut off the very communication some here profess to seek. In such circumstances, the members of the Board would be truly poorly advised to take open questions from the very people who are mounting an initiative against them, as it would serve no purpose other than to "stir the pot" and deflect the Board from carrying out its on-going responsibilities to the AAW and its members.

    Caveat here, that the above is purely my personal view. I do not speak for the Board or any committee of the AAW. Options to the contrary concerning my intent are just that; opinions.
     
  10. Judy Kingery

    Judy Kingery

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    David, in answer to your question, the short answer is simply yes.

    I'm not being critical nor sarcastic at all, simply stating a fact that yes, indeed, our local chapter of the Red Cross and our local United Way not only allow non-Board Members to listen in on Board Meetings; that is actually a requirement of non-profit organizations that utilize grants, tax dollars, do fundraising, public service or human services entities with that status. And it doesn't matter what the organizations' purpose is: if the organization is a non-profit under 501(c)3, then yes, that's a requirement. Our Kite Association is a non-profit (national) and our local Dog Park people have established a non-profit. So very diverse groups, but as a non-profit then yep, anybody can attend any Board Meeting they would like to attend, except personnel/closed session.

    Unless the IRS has absolutely drastically changed their criteria in the past five years, then yes, that is actually a statutory requirement. Every Board I've ever served on ~ and there have been quite a few over the past 25-30 years ~ we made it a point to adhere to every IRS regulation required and so we made certain to publish a public announcement of date, time, meeting location, and agenda so that anybody, didn't matter, any person (general public, organization member or not) could attend our meetings. And I truly did serve on well quite a few different Boards with diverse purposes from human services to legislative, to law enforcement advisory committees, to well, two state organization Boards that were non-profit and so on. Again, that's a very standard, basic practice: required.

    If an organization carries a 501(c)3 IRS classification, then those meeting agendas are made available to the general public ahead of time, and yes, any non-member may attend in person if they so desire, and listen to any business that is conducted ~ with the exception of closed session personnel issues.

    Some organizations choose to have input from anyone in attendance (including listeners or non-members) and some Boards do not put that on the agenda under "Additional Business" at the end of the meeting prior to adjournment. Generally your Board Chair will ask? Any other business and/or announcements? If nobody says anything, then they move to adjourn, second the motion and adjourn.

    You are not required to allow people in the audience to say anything, so that's optional. But yep, the IRS ~ for at least the 25 years I was involved in multiple non-profit organizations ~ clearly mandates that any of the public can attend and listen to business, other than personnel/closed session.

    Oh kind of a quick ps - the key is basically non-profits with that IRS classification are not "private" organizations at all. They are public entities, hence the regulation requirement of "public" meetings.

    One other quick addendum is that if a 501(c)3 organization does not adhere to these regulations, an organization can lose their non-profit status in a hurry: that means no tax exemption status, etc. So it truly does pay to follow the rules and do it right.
     
    Last edited: Sep 4, 2010
  11. Judy Kingery

    Judy Kingery

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    My apologies to David,

    As this, then, has actually changed since I did Board work (for other entities, again let me clarify I served on Boards that had nothing to do with wood turning and that's been five years ago), the IRS code now apparently "encourages," instead of "requires" public notice concerning BOD meetings and organizational operations:

    "Transparency:

    "Public charities are encouraged to adopt and monitor procedures to ensure that information about its mission, activities, finance and governance is made publicly available. Go to www.irs.gov/eo for more information about governance."

    Source: IRS/501(c)3 status organizations.

    So the best I can say, then, is to amend my earlier statement. And the word "charities" isn't defined other than applicable to all 501(c)3 status organizations on the IRS site. I do, however, still simply recommend a 'best policies practice' in terms of public (open) meetings for any entity that is a non-profit.
     
    Last edited: Sep 4, 2010

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