I apologize for bringing club politics to my personal page, but the CCAA members need to to see the official report from the parliamentarian regarding certain actions and issues. So below is a statement from 7 of the 9 sitting BOD and that report. CCAA Members, The undersigned CCAA Officer and Directors have heard the members comments and concerns. We value your input, and will do our best to address any questions put forth in the spirit of moving forward together. The concern of the BOD as well as some members has prompted us to ask for an independent opinion from a Florida Registered Parliamentarian on the legitimacy of some recent actions of the VP. Please understand that we are committed to following the CCAA bylaws, Roberts Rules of Order and The Florida Statutes. To that end, please see the formal report by said parliamentarian attached below. We want the members to be aware that we are continuing to work on a comprehensive plan for moving the club forward. Its no secret that there is division within the BOD, but the membership deserves to have a club in which the business is conducted in a respectful, cooperative and professional manner. We will be posting more information over the next few days to assure the membership that we are working to better open the lines of communication between the members and the BOD. Included will be information regarding the current activity of the directors and the current state of the club. We appreciate your understanding while we work out the fine details Respectfully, Steel Campbell, CCAA Secretary Shauna DeMoss, CCAA Dir. #1 Derek Matson, CCAA Dir. #3 Ron Hoser, CCAA Dir. #4 Amy Scott, CCAA Dir #5 Zoe DeVita, CCAA Dir. #6 John Bucher, CCAA Dir. #8 PARLIAMENTARY OPINION for Cane Corso Association of America Inc. November 6, 2013 INTRODUCTION ! ! I have been asked by the CCAA Board of Directors to submit a parliamentary opinion answering the following questions: ! 1. Was a quorum present for the regular meeting of the board that was held on November 4, 2013? 2. Are any of the actions valid that were taken in the regular meeting of the board that was held on November 4, 2013? ! 3. Can an emergency meeting of the board or a continuation of the last meeting of the board be called without giving the 14 days notice required in our bylaws? 4. Does the board have the authority to remove a member of the board of directors from office? BACKGROUND INFORMATION ! ! ! ! I was provided a copy of the CCAA Bylaws. The Articles of Incorporation were not provided. The following background information was provided by the Secretary, Steel Campbell: There are currently vacancies in 3 positions. The current President has been suspended from duties until Dec 3, 2013. There are 9 Officers/Directors at this time. The regular monthly Board meeting was held on Monday night. There were 8 Officers/Directors present at the !  beginning of the meeting held by teleconferenc. Four Board members hung up from the call. One additional Director notified the Board that she would be away from the phone at times during the meeting. The remaining three Board members continued on with the meeting and either voted or declared that the suspended President was unsuspended, and he was allowed to join in on the conference call. That made the total on the call 4 plus the Director that was logged in on the call, but was not present for the discussion or any votes. ! RESOURCES REFERENCED ! Florida Statutes Chapter 617 Bylaws of Cane Corso Association of America Inc. -- The Bylaws Roberts Rules of Order Newly Revised 11th Edition -- RONR (11th ed.) DISCUSSION ! ! 1. Was a quorum present for the regular meeting of the board that was held on November 4, 2013? From a parliamentary standpoint, procedural rules contained in the Florida Statutes allow the quorum to be set by the bylaws. The Bylaws (Article II, Section 3) state, “The quorum for a Board meeting shall be a majority of the Board.” In regards to conducting a meeting through teleconference, procedural rules contained in Florida Statutes 617.0820 state, “A director participating in a meeting by this means is deemed to be present in person at the meeting.” RONR (11th ed.), page 345, lines 3-5, states, “ . . . a quorum in an assembly is the number of members (see definition, p. 3) who must be present in order that business can be validly transacted.” RONR (11th ed.), page 3, lines 1-3, states, “A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings . . . ” Since the background information provides that there were nine members of the board at the time of the meeting, a quorum is a majority of nine, which is five. At any point where the attendance dropped below five, a quorum was not present. P a g e 2 ! 2. Are any of the actions valid that were taken in the regular meeting of the board that was held on November 4, 2013? RONR (11th ed.), page 347, lines 22-24, states, “In the absence of a quorum, any business transacted is null and void.” RONR (11th ed.), page 349, lines 11-14, states, “If the chair notices the absence of a quorum, it is his duty to declare the fact, at least before taking any vote or stating the question on any new motion— which he can no longer do . . .” At any point where there were fewer than five members present (i.e. participating by any means of communication by which all directors participating may simultaneously hear each other during the meeting), no business could be validly transacted, and any business transacted with fewer than five members present is null and void. This includes any motion to lift a suspension, which can not be adopted without a quorum present. ! 3. Can an emergency meeting of the board or a continuation of the last meeting of the board be called without giving the 14 days notice required in our bylaws? Procedural rules contained in Florida Statutes, 617.0303 (5) state, “ An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event,” and Florida Statutes, 617.0303 (6) state, “To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws will cease to be operative.” In regards to special meetings of the board, The Bylaws (Article II, Section 4) state, “Notice of each such meeting shall be provided to each member of the Board at least 14 days prior to the date of the meeting.” From a parliamentary standpoint, the procedural rules contained in Florida Statutes do not provide for the calling of an emergency meeting that would circumvent the 14-day notice requirement. After a session has adjourned, it cannot be reopened. For a meeting to be a continuation of the session held on November 4, 2013, the meeting would have to have been established during that session. However, Florida Statue 617.0823, states, “Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the P a g e 3 meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of affairs because the meeting is not lawfully called or convened.” From a procedural standpoint, this means that the board could hold a valid meeting without the 14-day notice, if all members of the board either 1) sign a waiver of notice; or 2) attend the board meeting without objection to its being held without notice. ! 4. Does the board have the authority to remove a member of the board of directors from office? Florida Statute 617.0808 (1) (a) states, “Any member of the board of directors may be removed from office with or without cause by: 1. Except as provided in paragraph (i), a majority of all votes of the directors, if the director was elected or appointed by the directors; or 2. A majority of all votes of the members, if the director was elected or appointed by the members.” From a parliamentary standpoint, the above rule prevents the board from removing from office any member of the board who was elected or appointed by the members. ! CONCLUSION ! 1. Was a quorum present for the regular meeting of the board that was held on November 4, 2013? ! Based on the background information provided, a quorum was ONLY present when at least five members of the board (i.e. persons entitled to full participation in its proceedings) were present. When that number dropped below five, a quorum ceased to be present. 2. Are any of the actions valid that were taken in the regular meeting of the board that was held on November 4, 2013? Only actions that were properly taken while the quorum was present are valid. Any business transacted without a quorum is null and void. ! P a g e 4 3. Can an emergency meeting of the board or a continuation of the last meeting of the board be called without giving the 14 days notice required in our bylaws? No. However, a meeting of the board could be validly held without the 14-day notice if all members of the board either signed a waiver of notice or attended the meeting without objecting to its being held. 4. Does the board have the authority to remove a member of the board of directors from office? ! Only if the member was elected or appointed to the position by the board. The board cannot remove from office a member of the board who was elected or appointed by the members of the corporation. DISCLAIMER This opinion is based on Common Parliamentary Law, which deals with the established principles of parliamentary procedure relating to the fair and orderly transaction of business in deliberative assemblies and the protection of the rights of members, and which is a separate field from federal, state, and local law. This is not a legal opinion, and nothing in this opinion is intended to be legal advice or legal counsel. An attorney should be consulted in regards to any legal questions. ! ! ! Timothy Wynn, PRP President Perfect Rules Inc. Professional Registered Parliamentarian
Posted on: Fri, 08 Nov 2013 00:31:36 +0000
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