jstackpo Posted July 21, 2013 at 01:46 PM Report Share Posted July 21, 2013 at 01:46 PM As sort of a follow up to Official Interpretation 2006-13 ... If the Board adopts a motion that has an exclusive effect on the Board alone, with absolutely no effect on the general membership, may the general membership, which is superior to the Board, amend (or rescind) that motion? This question grew out of this Q&A thread, #23. Link to comment Share on other sites More sharing options...
Randyl Kent Plampin Posted July 22, 2013 at 01:27 AM Report Share Posted July 22, 2013 at 01:27 AM Greetings: Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and it can rescind or amend any action of the board if it is not too late (see 35).The answer seems to be "yes." If this were not true then the assembly has lost control over its board.The posting 23 in the referred-to-thread mentions countermanding the actions of a committee of the board, and in this case I am going to throw my lot in with Mr. H in this matter.Best regards,Randyl Kent Plampin Link to comment Share on other sites More sharing options...
Josh Martin Posted July 22, 2013 at 01:30 AM Report Share Posted July 22, 2013 at 01:30 AM As sort of a follow up to Official Interpretation 2006-13 ... If the Board adopts a motion that has an exclusive effect on the Board alone, with absolutely no effect on the general membership, may the general membership, which is superior to the Board, amend (or rescind) that motion? This question grew out of this Q&A thread, #23. Can you provide an example of such a motion, other than a committee of the board? The answer seems to be "yes." If this were not true then the assembly has lost control over its board. I don't think the assembly would lose control. The assembly would have other methods to exert control over the board. As Mr. Honemann noted in the committee example, the assembly can give the board instructions which it must carry out, and it could do so in other cases as well. I'm not necessarily saying I disagree with your conclusion, though. I haven't decided yet. Link to comment Share on other sites More sharing options...
Randyl Kent Plampin Posted July 22, 2013 at 02:08 AM Report Share Posted July 22, 2013 at 02:08 AM Greetings: I don't think the assembly would lose control. The assembly would have other methods to exert control over the board. If an assembly cannot rescind or amend an action by its board, how can an assembly then control its board short of disciplinary proceedings? Best regards, Randyl Kent Plampin Link to comment Share on other sites More sharing options...
Josh Martin Posted July 22, 2013 at 02:38 AM Report Share Posted July 22, 2013 at 02:38 AM If an assembly cannot rescind or amend an action by its board, how can an assembly then control its board short of disciplinary proceedings? The assembly could instruct the board to take some action. Link to comment Share on other sites More sharing options...
Randyl Kent Plampin Posted July 22, 2013 at 03:21 AM Report Share Posted July 22, 2013 at 03:21 AM Greetings: The assembly could instruct the board to take some action.Absolutely.My original quote included in part "... the society's assembly can give the board instructions which it must carry out...", and is the reason why I had to question the gentleman as to whether "other methods" included items I was unaware of. As far as I can tell we are on the same frequency on this issue.Best regards,Randyl Kent Plampin Link to comment Share on other sites More sharing options...
William Kennedy Posted July 22, 2013 at 10:02 AM Report Share Posted July 22, 2013 at 10:02 AM In RONR p. 483 ll. 14-16, Immediately following Kent's citation, I am assuming a "business corporation" is a corporation with share capital (i.e. other than a non-profit corporation). Link to comment Share on other sites More sharing options...
jstackpo Posted July 22, 2013 at 10:24 AM Author Report Share Posted July 22, 2013 at 10:24 AM Can you provide an example of such a motion, other than a committee of the board? Sure: "All Board members must deposit their sidearms with the Sergeant-at-arms when attending Board meetings." Wrathful Dan, in this Q&A thread, #23, appeared to suggest that the general membership could not interfere directly with that motion via R/ASPA, while Official Interpretation 2006-13 said the GenMem could. Per #23, the GenMem could instruct the Board to rescind that motion, but the GenMem could not do so itself. Link to comment Share on other sites More sharing options...
William Kennedy Posted July 22, 2013 at 10:32 AM Report Share Posted July 22, 2013 at 10:32 AM Sure: "All Board members must deposit their sidearms with the Sergeant-at-arms when attending Board meetings." Wrathful Dan, in this Q&A thread, #23, appeared to suggest that the general membership could not interfere directly with that motion via R/ASPA, while Official Interpretation 2006-13 said the GenMem could. Per #23, the GenMem could instruct the Board to rescind that motion, but the GenMem could not do so itself.However, if the president refused to comply with the new requirement, and was mortally wounded in the ensuing duel, the general membership would have to elect a new president. Link to comment Share on other sites More sharing options...
George Mervosh Posted July 22, 2013 at 10:32 AM Report Share Posted July 22, 2013 at 10:32 AM John, I'm at a loss to find a reason why the society's assembly cannot instruct its subordinate board to rescind or amend a standing rule or special rule of order the Board adopted, even if those rules didn't conflict with a rule of the society. The general rule that a board can adopt rules related to its operation as long as they don't conflict with a rule of the society seems to be clearly trumped by the rule/principle that the society can give its subordinate board instructions which it must carry out. Link to comment Share on other sites More sharing options...
Dan Honemann Posted July 22, 2013 at 10:43 AM Report Share Posted July 22, 2013 at 10:43 AM Sure: "All Board members must deposit their sidearms with the Sergeant-at-arms when attending Board meetings." Wrathful Dan, in this Q&A thread, #23, appeared to suggest that the general membership could not interfere directly with that motion via R/ASPA, while Official Interpretation 2006-13 said the GenMem could. Per #23, the GenMem could instruct the Board to rescind that motion, but the GenMem could not do so itself. Official Interpretation 2006-13 says no such thing, since it clearly relates to instances in which the board has acted pursuant to its authority to take action in behalf of the membership. Link to comment Share on other sites More sharing options...
Josh Martin Posted July 22, 2013 at 03:22 PM Report Share Posted July 22, 2013 at 03:22 PM "All Board members must deposit their sidearms with the Sergeant-at-arms when attending Board meetings." Wrathful Dan, in this Q&A thread, #23, appeared to suggest that the general membership could not interfere directly with that motion via R/ASPA, while Official Interpretation 2006-13 said the GenMem could. Per #23, the GenMem could instruct the Board to rescind that motion, but the GenMem could not do so itself. Okay. I think I've got this figured out now, and can square it with OI 2006-13. If a board "has full power and authority over the affairs of the Society between meetings of the membership" and takes action pursuant to that authority, then it is essentially acting as the society. Therefore, the society can amend or rescind the board's action, just as if it was amending or rescinding its own action. The reverse doesn't work because the board's power applies "between meetings of the membership." Therefore, the board cannot use this power to countermand action that the society has taken at a meeting of the membership. In addition to this authority, the board still has the authority (as any assembly does) to control its own operations, provided such authority does not conflict with the orders or rules of a superior body. If the board creates its own committee, or adopts a rule pertaining to its own meetings, such a motion has no application outside of the board, and thus, the board is not using its "full power and authority over the affairs of the Society," but merely controlling its own functions. In this case, the board is not acting as the society, but as the board. The society cannot amend or rescind such an action, since there is no action taken by the society - so there is nothing to amend or rescind. For similar reasons, it would be inapppropriate to raise a Point of Order about the board's actions in such a case. The board is not, however, beyond the society's power in such a case. The rule remains that "Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out." Therefore, the society could reach the matter by ordering the board to amend or rescind the motion or rule in question. On the subject of rules, there is also the fact that the board can only adopt its own rules to the extent that they do not conflict with the rules of the society. So the society could also address the issue by adopting its own rule on the subject, which would supersede the rule adopted by the board. Link to comment Share on other sites More sharing options...
Dan Honemann Posted July 22, 2013 at 04:10 PM Report Share Posted July 22, 2013 at 04:10 PM Okay. I think I've got this figured out now, and can square it with OI 2006-13. If a board "has full power and authority over the affairs of the Society between meetings of the membership" and takes action pursuant to that authority, then it is essentially acting as the society. Therefore, the society can amend or rescind the board's action, just as if it was amending or rescinding its own action. The reverse doesn't work because the board's power applies "between meetings of the membership." Therefore, the board cannot use this power to countermand action that the society has taken at a meeting of the membership. In addition to this authority, the board still has the authority (as any assembly does) to control its own operations, provided such authority does not conflict with the orders or rules of a superior body. If the board creates its own committee, or adopts a rule pertaining to its own meetings, such a motion has no application outside of the board, and thus, the board is not using its "full power and authority over the affairs of the Society," but merely controlling its own functions. In this case, the board is not acting as the society, but as the board. The society cannot amend or rescind such an action, since there is no action taken by the society - so there is nothing to amend or rescind. For similar reasons, it would be inapppropriate to raise a Point of Order about the board's actions in such a case. The board is not, however, beyond the society's power in such a case. The rule remains that "Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out." Therefore, the society could reach the matter by ordering the board to amend or rescind the motion or rule in question. On the subject of rules, there is also the fact that the board can only adopt its own rules to the extent that they do not conflict with the rules of the society. So the society could also address the issue by adopting its own rule on the subject, which would supersede the rule adopted by the board. I'm inclined to agree with all of this except "Therefore, the society could reach the matter by ordering the board to amend or rescind the motion or rule in question." I do not think that the society can order the board to adopt a motion. Link to comment Share on other sites More sharing options...
Josh Martin Posted July 22, 2013 at 04:25 PM Report Share Posted July 22, 2013 at 04:25 PM I'm inclined to agree with all of this except "Therefore, the society could reach the matter by ordering the board to amend or rescind the motion or rule in question." I do not think that the society can order the board to adopt a motion. Okay. So if the society wants the board to do something, it would just adopt a motion ordering the board to take that action, rather than ordering it to adopt a specific motion. Link to comment Share on other sites More sharing options...
Dan Honemann Posted July 22, 2013 at 06:24 PM Report Share Posted July 22, 2013 at 06:24 PM Okay. So if the society wants the board to do something, it would just adopt a motion ordering the board to take that action, rather than ordering it to adopt a specific motion. It seems to me that this is all a bit more complicated. For example, I don't suppose that anyone would think that the society could order that its board recommend to it that the society endorse Joe Doaks for Mayor (or whatever). Link to comment Share on other sites More sharing options...
George Mervosh Posted July 22, 2013 at 06:39 PM Report Share Posted July 22, 2013 at 06:39 PM Complicated indeed. Could a society instruct its subordinate small board to use the the regular rules in RONR in lieu of the ones on pp. 487-488? Link to comment Share on other sites More sharing options...
Dan Honemann Posted July 22, 2013 at 06:40 PM Report Share Posted July 22, 2013 at 06:40 PM Complicated indeed. Could a society instruct its subordinate small board to use the the regular rules in RONR in lieu of the ones on pp. 487-488? Yes, I think it could. Link to comment Share on other sites More sharing options...
George Mervosh Posted July 22, 2013 at 06:49 PM Report Share Posted July 22, 2013 at 06:49 PM Yes, I think it could. Ok thank you. Link to comment Share on other sites More sharing options...
Randyl Kent Plampin Posted July 26, 2013 at 10:17 AM Report Share Posted July 26, 2013 at 10:17 AM Greetings: It seems to me that this is all a bit more complicated. For example, I don't suppose that anyone would think that the society could order that its board recommend to it that the society endorse Joe Doaks for Mayor (or whatever). Why not? I am trying to find something in this book that would prohibit such a thing but I cannot find it. Perhaps the reason lies elsewhere. Someone enlighten me. Best regards,Randyl Kent Plampin Link to comment Share on other sites More sharing options...
Dan Honemann Posted July 26, 2013 at 10:41 AM Report Share Posted July 26, 2013 at 10:41 AM Greetings: Why not? I am trying to find something in this book that would prohibit such a thing but I cannot find it. Perhaps the reason lies elsewhere. Someone enlighten me. Best regards,Randyl Kent Plampin The reason lies in common sense. If a society's board can be compelled by the society to recommend to the society "that the society endorse Joe Doaks for Mayor", then that recommendation is not the board's recommendation. I am reminded of the thread a while back in which some of our contributors attempted to argue that a society could correct or amend the minutes of meetings of its subordinate board without that board's authority to do so. Link to comment Share on other sites More sharing options...
Josh Martin Posted July 26, 2013 at 02:43 PM Report Share Posted July 26, 2013 at 02:43 PM Why not? I am trying to find something in this book that would prohibit such a thing but I cannot find it. Perhaps the reason lies elsewhere. Someone enlighten me. In addition to common sense, the situation also seems analagous to adopting a report of the board in its entirety, as an official document of the society. While such a report may be amended, the society must make these changes clear - that is, it cannot make the board appear to have reported something that it did not. By the same principle, it seems inappropriate to order the board to make a particular recommendation. Link to comment Share on other sites More sharing options...
Randyl Kent Plampin Posted July 26, 2013 at 08:26 PM Report Share Posted July 26, 2013 at 08:26 PM Greetings: In addition to common sense, the situation also seems analagous to adopting a report of the board in its entirety, as an official document of the society. While such a report may be amended, the society must make these changes clear - that is, it cannot make the board appear to have reported something that it did not. By the same principle, it seems inappropriate to order the board to make a particular recommendation. Aha! Now this part I understand. An assembly that is to adopt an entire report which it has received can amend the report, but the text as published or recorded must not make the reporting board or committee appear to say anything different from the wording that was actually reported.(My emphasis added.)If I understand this correctly, according to the rule we can order the board or committee to perform a certain action, we just cannot make them say something they are unwilling to say.Thank you for the clarification. And your patience.Best regards,Randyl Kent Plampin Link to comment Share on other sites More sharing options...
George Mervosh Posted August 16, 2013 at 07:15 PM Report Share Posted August 16, 2013 at 07:15 PM Sorry for a late followup, but I want to be clear as to what is proper. RONR states: "Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (11th ed.), p. 486 Is it correct to state that the society could not instruct the board to rescind or amend a special rule of order they properly adopted under this provision in RONR? Link to comment Share on other sites More sharing options...
Josh Martin Posted August 16, 2013 at 08:08 PM Report Share Posted August 16, 2013 at 08:08 PM Sorry for a late followup, but I want to be clear as to what is proper. RONR states: "Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (11th ed.), p. 486 Is it correct to state that the society could not instruct the board to rescind or amend a special rule of order they properly adopted under this provision in RONR? Yes, I think this is correct, based on what Dan said in Post #13. The society would have other ways to deal with such an issue, however, such as adopting its own rule on the subject, which would supersede the rule adopted by the board. Link to comment Share on other sites More sharing options...
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