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Tuesday, January 5, 2010

Acting President? To Be Determined...

The current Bylaws, as well as those preceding them, have no provisions for what to do if an officer resigns or is unable to complete his or her term. Right now, with the tragic death of B. J. Nelson, we have no President and will need to look to Robert's Rules of Order, which does address what should be done as far as chairing our meetings.

Andy Lingras is listed in the January Spotlight as being our Acting President. He has also referred to himself in correspondence as the "Acting President." This is not correct. Andy Lingras is the Secretary of the Saints, and will be calling our meeting to order on Saturday, January 9. At that time, the Board will need to discuss the situation, and vote how to proceed. Most organizations of our size and longevity would be able to look to the Bylaws to specify what should be done when there is a board vacancy or when an officer is unable to complete their term.

Members need to write and let the board know what they think should be done since the current Bylaws do not address our situation. Who do we put in place as the chair or President for the balance of the year, or do we select a chair pro tem at the beginning of each meeting until the end of the fiscal year, at which time we will have had another election. Do we fill the board vacancy or operate with eight directors since the Bylaws specify that we are required to have between seven and nine board members, and are not required to fill the vacancy? Do we fill the board vacancy with a candidate from last Spring? Do we fill the board vacancy with a former board member?

I want to thank and commend the members of the Bylaws working group who are working hard to see that we have a complete, clear set of Bylaws for future use, Bylaws that are specific to the needs of the Saints. Like a constitution, Bylaws provide structure to an organization and are very important when dealing with issues such as governance, officers' duties, succession, member rights, and so on. With 2000 members, and a budget of over $100,000, it is critical that we have procedures in place that protect the organization, and give the board the structure it needs to operate efficiently and fairly.

By reading the excerpts or clicking on the link at the end of this posting, you may read Roberts Rules of Order Revised for yourselves. You will see how complicated they are, and how we will benefit from having a good set of Bylaws specific to the Saints to work with.

Below are a couple of relevant excerpts from Robert's Rules of Order Revised and a link:

The secretary should, previous to each meeting, for the use of the chairman, make out an order of business, showing in their exact order what is necessarily to come before the assembly. He should also have, at each meeting, a list of all standing committees, and such special committees as are in existence at the time, as well as the by-laws of the organization and its minutes. His desk should be near that of the chairman, and in the absence of the chairman (if there is no vice president present), when the hour for opening the session arrives, it is his duty to call the meeting to order, and to preside until the election of a chairman pro tem., which should take place immediately. He should keep a record of the proceedings, stating what was done and not what was said, unless it is to be published, and never making criticisms, favorable or otherwise, on anything said or done. This record, usually called the minutes, is kept as explained in the next section. When a committee is appointed, the secretary should hand the names of the committee, and all papers referred to it, to the chairman of the committee, or some other of its members. He should indorse on the reports of committees the date of their reception, and what further action was taken upon them, and preserve them among the records, for which he is responsible. It is not necessary to vote that a report be "placed on file," as that should be done without a vote, except in organizations that habitually keep no records except their minutes and papers ordered on file.

If it is necessary for the chairman to vacate the chair the first Vice President, if there is one, should take the chair, and in his absence the next one in order should take it. If there is no vice president in the hall, then the chairman may, if it is necessary to vacate the chair, appoint a chairman pro tem., but the first adjournment puts an end to the appointment, which the assembly can terminate before, if it pleases, by electing another chairman. But the regular chairman, knowing that he will be absent from a future meeting, cannot authorize another member to act in his place at such meeting; the secretary, or, in his absence, some other member should in such case call the meeting to order, and a chairman pro tem. be elected who would hold office during that session, unless such office is terminated by the entrance of the president or a vice president, or by the election of another chairman pro tem., which may be done by a majority vote.

Roberts Rules of Order Revised website


  1. It seems to me that it is the board's job to sort through the rules and bylaws a make the proper decision. It also seems that the author of this blog has no faith that the members of the board, other than herself, have the sense to make a proper decision. What is her purpose in stirring up a storm over an inconsequential point of proceedure that will become moot at election time 3 months from now? I expect she will disappointed when she gets less than a drizzle.

    Since my opinions are my own and not influenced by any connections I may have, though they would be perceived as such by some, I'll sign Anonymous

  2. Well said, Anonymous!

  3. Dear "Anonymous"

    I wish that I could write back to you, or speak with you but have no idea who you are.

    You are welcome to express your point of view, but why "anonymous?" And twice. Or perhaps there are two of you.

    There are 17 people attending the board meeting tomorrow as observers, and they obviously feel that the upcoming five and a half months are important.

    I have encouraged people to write to the board with their opinions and recommendations, and some have. I certainly don't think that I have all the answers but I believe in open, transparent government.

    I would prefer that we have the forum option available on the Saints website so everyone could post their ideas. In addition, I wish that members would feel free to express their points of view without fear of retribution. Despite many improvements, that still is not the case.

    Please feel free to contact me directly by phone or e-mail. I am interested in your suggestions and opinions.

  4. No, there are two of us. And I think the fact that You, me and one other who agrees with me are the only posts here shows that nobody cares about this particular issue. You make valid points on some topics but you'd be more effective if you'd calm down and pick your battles. A-1 (and I explained why "A")

  5. Dear Anonymous The Frist,
    Come Spring Elections, you may be surprised to learn that Deb is not the only person who cares that Saints become and remain a healthy democracy. How many Saints in 2008 made a point of coming to Board Meetings so they could know first hand what is going on?

  6. More members attending board meetings, more Q & A at membership meetings, more candidates for office, more people voting, all good. No argument with that. More people aware of how particular members of the board operate also good. Less ego and petty personality clashes, priceless. A1

  7. Dear A1:

    You are so mistaken when you said this topic is unimportant because no one had commented on it yet. I was waiting until after attending the board meeting to voice my opinion. There were 16 other people who were concerned enough that they gave up 5 hours of their weekend (probably before ushering that night) to observe the board meeting. What I saw clearly demonstrated to me that those running the show are either ignorant of the proper procedures or deliberately ignore them because they don't suit their purposes. I would hardly say that the total disregard for Roberts Rules of Order & functioning (if one can even say the board is functioning) under the joke of a bylaws that were rammed through a membership meeting last year (& it's questionable as to whether there was the necessary quorum remaining when the final vote was taken) are inconsequential concerns. The self-coronation of Andy as Chair/Acting President (I’m sorry, where in our bylaws is Acting President defined – oh that’s right it’s not) is a major abuse of power. Our bylaws make no provisions for succession in a tragic case as this, (which is one reason why 30 members volunteered to work on rewriting them) therefore you turn to Roberts Rules of Order, as was explained in the original posting. This is hardly an insignificant procedural matter. You don’t just make up the rules as you go along.

    This board is dysfunctional. There's so much animosity that it's impossible for them to accomplish anything. They unfortunately don’t possess the necessary skills to manage an organization with an annual budget of over $100,000. This is not the little social club of 2 decades ago, no matter what you some on the board would like to believe. We’ve progressed beyond that. This is a respected not-for-profit organization (yes that is how we were & are organized), which means we need to follow the Illinois Not For Profit Act, (not the Andy Lingras Rules of the Moment that I observed in play last Saturday), whose membership has exploded in the past several years. We require people with the necessary financial and business acumen to effectively manage the organization and the significant sum of money at its disposal. There is too much money involved to be left to the discretion of people who while they may be well intentioned are apparently poorly equipped to deal with it in a responsible fashion.
    We are at a cultural divide within this organization. Some still see it as the chummy social club of 25 years ago, others as a vital service organization providing volunteers & now significant financial funding to the arts community. I for one did not sign on so that my dues could be used to fund social outings for the “few” at the expense of the “many”. I have no problem however, with portions of my dues being used to provide grant dollars to worthy arts organizations. I signed on to volunteer in the Arts Community. That is why in addition to ushering, I have also been a coordinator for 9 years. We get plenty back for our dues investment in the form of all the wonderful cultural events we get to see for free. We don’t & shouldn’t need fancy parties. You already have the Benefit as the social event of the year & even that is attended by less than 10% of the membership, suggesting that the “social” aspect of this organization is not what’s attracting them. Additionally, while I’m sure those working on the 30th anniversary party invested significant time in trying to plan this, I for one am glad to see it cancelled. I was appalled that they were budgeting $30,000 for a party for ourselves!
    So you see A1, there are significant challenges in this organization & people are concerned. I could go on about the problems I observed last Saturday, but those 5 hours are lost & I’m not inclined to lose any more trying to convince someone who apparently is willing to live in the past and not embrace the future. I am truly concerned & unlike you do not hide behind the moniker of anonymous.

  8. I couldn't agree with Donna more. We have a large, energized and talented membership base who I hope will come out in droves to vote in the upcoming election. We were very close to becoming a model community action group for the 'easy to cut funding for' performing arts community, but it is still way too easy to drop that ball and roll backwards. And the arts and the city ought to be concerned.

  9. Remember the rant in the 1976 movie, Network. Maybe the character of Howard Beale needs to be resurrected?

    The Saints Board causes the question. As observers continue to attend the (public portion) of monthly meetings, the temperature and concerns mount.

    I joined the Saints to make a difference. I joined to Board to serve on a Charity that could make a bigger contribution. The organization has a long history and is poised to do amazing things not only for the Saints and the performing arts communities, but as a model for not-for-profits. It's good work and there are many eager to do it.

    Many, though few on our Board. Personally I bemoan the state of this Board and its effect on the organization. Without collegiality, respect, constructive discussions, agreement on the purpose and role of the organization, the near-exclusion of talented and willing members to participate meaningfully, an approach to secrecy, executive sessions, out-of-board sub-group actions, the discouragement of transparency and information that actually recalls fascism, and an attitude bordering on contempt of the membership, the members really ought to be "mad as hell."

    I dream of a Board that is open and accountable, that not only votes but implements, and that encourages the best in the members and encourages as much participation as can be used. Every member ought to be proud of their being a member and respect and admire those able and willing to serve at different times to contribute their career-developed talents. The members deserve the positive energy and the leadership that has been missing low these many years.

    Personally, I wonder what an entirely new slate of directors who will work under the soon to be proposed (team created) revised bylaws might mean for the Saints. We have talent, willingness, and creative energy. Let's give it a try - there is much to be gained.

    Edmund Burke so aptly said, “All that is necessary for the triumph of evil is for good men to do nothing.”
    Members - I exhort you to do "something." Attend general meetings (which only recently have added business to the always entertaining and worthwhile presentations, come to a board meeting, read and comment on the blog and discussion forum. And most importantly, if you're given the chance, VOTE. The elections are coming up in April. Demand to know candidates backgrounds and vision for our organization. Demand that the Saints actually help our struggling performing arts communities survive and excel. Demand that the board inquire about what the membership (all of it, not just the 100 close friends of the board members) think. We can't fix the economy, the healthcare system, the greed and corruption on Wall Street and Washington, we can't resolve the wars.

    But the Saints CAN fix the Saints. How about it?

  10. You're inspiring, Jim. Keep up the good work!