President unilaterally ordering Executive Director to not follow Executive Board vote

[rfthrstn]

The organization follows, per Bylaws, Robert's Rules of Order Newly Revised.

 

Situation:  Our Executive Board (9 members) recently met via telephone.  Per the Bylaws the Executive Board is authorized to conduct the business of the organization in between full board meetings.  One hour before the telephonic meeting, the President sent out an agenda and stated the two items were the only items to be discussed/voted upon.  

 

Once the meeting was called to order, I moved to amend the agenda to include discussion on an issue related to the other two items already on the agenda.  The president refused to hear the motion.  A second was made anyway.  The president spoke against the motion and against the issue I wanted included on the agenda. President again refused to hear the motion.  After it was pointed out that discussion had been opened, discussion was allowed, capped by the president at 5 minutes.  President refused to allow a vote.  The agenda was never adopted.

 

At the end of the meeting, a member brought up my initial motion.  I pointed out the motion was moot because discussion on the underlying issue had already occurred so I amended my motion to address the actual issue I wanted heard.  The motion was seconded.  More discussion occurred with the President speaking multiple times against it - reiterating the same points.  President refused to call a vote.  Eventually we were allowed to vote on the pending motion.  It passed 5:2.  The motion required the Executive Director to do something (disclose to the Executive Board a nominating petition) and it was to happen the next day.

 

Two days later, President sent a letter to the Executive Board stating, among other things, she'd ordered the ED to not take the action approved by majority vote during the telephonic meeting.  Instead, President was going to refer the issue to an ad hoc committee of past presidents and then call a full board meeting (with less than 24 hours notice).

 

Question:  I'm at a loss as to how to address this.  Many of us feel the procedure utilized by the president was improper in several regards.  I've found a FAQ, with cites, that addresses adding an item to the agenda.  I think it is clear she was incorrect that the president, as chair, can "set the agenda."  

 

Please point me in the direction of cites, for or against, the president disregarding, and ordering the ED to disregard (delay?) the valid vote of the Executive Board.  Is this allowed?  I understand we run up against a "cat out of the bag" situation.  However, does that mean a valid vote can be unilaterally set aside by the president?

 

Thank you for your guidance!

Robyn

[Hieu H. Huynh]

Do your bylaws authorize meeting by telephone (see FAQ #19)?

[Josh Martin]

Question:  I'm at a loss as to how to address this.  Many of us feel the procedure utilized by the president was improper in several regards.  I've found a FAQ, with cites, that addresses adding an item to the agenda.  I think it is clear she was incorrect that the president, as chair, can "set the agenda."  

 

Please point me in the direction of cites, for or against, the president disregarding, and ordering the ED to disregard (delay?) the valid vote of the Executive Board.  Is this allowed?  I understand we run up against a "cat out of the bag" situation.  However, does that mean a valid vote can be unilaterally set aside by the president?

 

The President certainly cannot unilaterally set aside, disregard, or delay a motion validly adopted by the Executive Board or order the Executive Director to do the same, unless the bylaws grant him such authority (which seems unlikely). See RONR, 11th ed., pgs. 456-457.

 

With that said, I think there is some doubt as to whether the motion was validly adopted. I have two questions which should help to clear up that issue.

 

1.) Do the bylaws authorize the Executive Board to meet via teleconference?

2.) Was the meeting in question a regular meeting or a special meeting?

[rfthrstn]

 

The President certainly cannot unilaterally set aside, disregard, or delay a motion validly adopted by the Executive Board or order the Executive Director to do the same, unless the bylaws grant him such authority (which seems unlikely). See RONR, 11th ed., pgs. 456-457.

 

With that said, I think there is some doubt as to whether the motion was validly adopted. I have two questions which should help to clear up that issue.

 

1.) Do the bylaws authorize the Executive Board to meet via teleconference?

2.) Was the meeting in question a regular meeting or a special meeting?

 

1.  Yes the bylaws authorize the Executive Board to meet via teleconference.

2.  I was ready to say "special meeting."  However, the bylaws don't differentiate between regular and special meetings of the Exec Board (see below for actual bylaw language).  It was special in the sense that the president set a finite agenda and it was on a Monday instead of Wednesday.  

 

 

"Section 2:  Subject to the authority and discretion of the Board of Directors, and between its meetings, the Executive Board shall be the administrative body of the Association and shall have power and authority to do and perform all acts and functions that the Board of Directors itself might do or perform, not inconsistent with the Articles of Incorporation and By-Laws of the Association.  Actions taken by the Executive Board shall be presented for ratification by the Board of Directors at their next regularly scheduled meeting.

 

Section 3:  The Executive Board shall meet in person, by telephone, by such other manner and at such time and place as the President may designate, or when requested in writing by at least three (3) members thereof.  All members of the Executive Board shall attend each duly called meeting.  In the event that an Executive Board member is unable to attend an Executive Board Meeting, that member shall furnish to the President a written notice of the reasons for absence before the meeting, or, if unable to furnish notice before the meeting, then such written notice shall be furnished by the time of the next duly called Executive Board Meeting, which shall approve or disapprove such notice.  If an Executive Board member misses more than two (2) meetings in one year without furnishing written reasons therefore as required above, or if the Executive Board disapproves the reasons, then the Board may vote to remove the board member.  The Executive Board member shall be removed from office upon majority vote of the Board of Directors."

[rfthrstn]

Do your bylaws authorize meeting by telephone (see FAQ #19)?

Hi Hieu!  Fancy seeing you here!  This is the Toastmasters D48 Secretary.  (And no, my questions do not stem from Toastmasters!).  

[Josh Martin]

1.  Yes the bylaws authorize the Executive Board to meet via teleconference.

2.  I was ready to say "special meeting."  However, the bylaws don't differentiate between regular and special meetings of the Exec Board (see below for actual bylaw language).  It was special in the sense that the president set a finite agenda and it was on a Monday instead of Wednesday.  

 

 

"Section 2:  Subject to the authority and discretion of the Board of Directors, and between its meetings, the Executive Board shall be the administrative body of the Association and shall have power and authority to do and perform all acts and functions that the Board of Directors itself might do or perform, not inconsistent with the Articles of Incorporation and By-Laws of the Association.  Actions taken by the Executive Board shall be presented for ratification by the Board of Directors at their next regularly scheduled meeting.

 

Section 3:  The Executive Board shall meet in person, by telephone, by such other manner and at such time and place as the President may designate, or when requested in writing by at least three (3) members thereof.  All members of the Executive Board shall attend each duly called meeting.  In the event that an Executive Board member is unable to attend an Executive Board Meeting, that member shall furnish to the President a written notice of the reasons for absence before the meeting, or, if unable to furnish notice before the meeting, then such written notice shall be furnished by the time of the next duly called Executive Board Meeting, which shall approve or disapprove such notice.  If an Executive Board member misses more than two (2) meetings in one year without furnishing written reasons therefore as required above, or if the Executive Board disapproves the reasons, then the Board may vote to remove the board member.  The Executive Board member shall be removed from office upon majority vote of the Board of Directors."

 

Based on the additional information provided, it seems that the motion was validly adopted, and the criticism of the President is entirely warranted.

[rfthrstn]

Based on the additional information provided, it seems that the motion was validly adopted, and the criticism of the President is entirely warranted.

Thank you Josh.  I appreciate the cite to appropriate section in the book.  We are caught between a rock and hard spot with only 50 days left in the term.

[Larry Cisar]

Since we do not know everything that is in the bylaws, I will stick with the old rule that the agenda of a special meeting cannot include any main motions that were not in the call of the meeting.

[rfthrstn]

As it pertains to the Executive Board and its meetings, the only sections I did not include  are the which roles are considered the "Executive Board" and a definition of quorum for EB meetings.  The Bylaws are silent as to any other reference to the EB.

[Josh Martin]

Since we do not know everything that is in the bylaws, I will stick with the old rule that the agenda of a special meeting cannot include any main motions that were not in the call of the meeting.

I'm not sure that this is a special meeting. It seems to me that the meetings described may be regular meetings.

[rfthrstn]

Josh - does your response change if the reason the action authorized by the EB is being delayed/suspended/etc. is because the president believes that it is inconsistent with the Bylaws?  The president recently stated this reasoning as the basis for ordering the ED to not follow the EB's direction.  The EB (consisting of all lawyers) considered this issue and voted that it did not.  

 

Additional information:  president believes that disclosing, to anybody beyond the ED, the signed petition nominating the additional candidate violates the Bylaws.  Bylaws say:  "Any additional nominations for election of officers shall be made by written petition signed by not fewer than three (3) members of the Association in good standing.  Nominating petitions shall be received by the Executive Director not less than forty-five (45) days prior to the Annual Meeting, but in any event prior to April 25."  The EB voted 5:2 to disclose the signed petition to the EB (as a compromise to disclosing it to whomever asked).

[Josh Martin]

Josh - does your response change if the reason the action authorized by the EB is being delayed/suspended/etc. is because the president believes that it is inconsistent with the Bylaws?  The president recently stated this reasoning as the basis for ordering the ED to not follow the EB's direction.  The EB (consisting of all lawyers) considered this issue and voted that it did not.  

Since the Executive Board has already voted that it does not violate the bylaws, no, this doesn't change my answer at all.

[rfthrstn]

Thank you.  This has been very helpful and insightful.