Guest D. Llama

BINDING NATURE OF CARRIED MOTIONS

21 posts in this topic

To what extent are  carried motions of the members binding on an elected Board of Directors when  the bylaws are  entirely  silent on this subject ?

 Are motions carried that the Board do "such and such" or the that  the Association  do "such and such"  compulsory for the Board in the absence of  specific authority- one way or the other .  Certailnly  motions carried at an annual meeting of members -  can be viewed  ,  as  by way of "reccomnedation ",  regardless of how directory they are - but are they binding ? The  election of  Directors under the bylaws  , of course , are obligatory and must be complied with by all concerned,   but what is the determining factor for member motions -carried -  as to  "recommendation " or "obligatory" - when bylaws entirely silent ? 

Thanks to anyone with some appreciation of this inquiry . 

D.Llama.

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The board is, except in a few situations, subservient to the membership.  The membership can impose rules on the board which the board must follow.  Since the board is more involved with the running of the organization, and more familiar with the details, I believe it would be better to phrase them as recommendations. 

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And if someone wants to argue with this as to who is the boss, tell them to go read page 482, line 25ff.

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Thank-you for these responses  JK and Dr.  JS . These seem an excellent place to start . And  the RONR  reference provided is  most welcome - similarly , earlier  identified on ,  p.9 line 16-18 . 

Certainly these responses ( all ) apply to "societies" - and since the posed  question makes  no differentiation as to the nature of the assembly - these responses  fully answer ..

However , is that answer  applicable to all manner of assemblies? What if the assembly and Board are creatures of legislation - that is, brought  into existence by law ( for example a food Co-Op permitted to exist under a general  Co-Operatives law -and to make its own bylaws and to have an elected Board )  . If the bylaws are  silent as to the authority of the members at a general meeting ,  save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then ? If the members carry a motion to purchase a  ( say ) new  truck at the AGM - must the Board comply or may it treat all such carried motions as -recommendation  only- and not binding on the Board  ? 

Thank-you.

D.Llama

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The ultimate answer depends on the wording of the bylaws regarding the powers of the board. Unless the bylaws provide otherwise, the board is subservient to the membership and must comply with motions adopted by the membership. 

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3 hours ago, Guest D. Llama said:

To what extent are  carried motions of the members binding on an elected Board of Directors when  the bylaws are  entirely  silent on this subject ?

 Are motions carried that the Board do "such and such" or the that  the Association  do "such and such"  compulsory for the Board in the absence of  specific authority- one way or the other .  Certailnly  motions carried at an annual meeting of members -  can be viewed  ,  as  by way of "reccomnedation ",  regardless of how directory they are - but are they binding ? The  election of  Directors under the bylaws  , of course , are obligatory and must be complied with by all concerned,   but what is the determining factor for member motions -carried -  as to  "recommendation " or "obligatory" - when bylaws entirely silent ? 

It strains belief that the bylaws are "entirely silent" regarding the powers of the board, but in such a case, all motions adopted by the membership are fully binding upon the board, and the board has no authority to do anything without direction from the membership, unless something in a higher-level rule (such as applicable law) provides otherwise.

The bylaws will generally say something about the powers of the board, however vague that statement might be.

1 hour ago, Guest D. Llama said:

Thank-you for these responses  JK and Dr.  JS . These seem an excellent place to start . And  the RONR  reference provided is  most welcome - similarly , earlier  identified on ,  p.9 line 16-18 . 

Certainly these responses ( all ) apply to "societies" - and since the posed  question makes  no differentiation as to the nature of the assembly - these responses  fully answer ..

However , is that answer  applicable to all manner of assemblies? What if the assembly and Board are creatures of legislation - that is, brought  into existence by law ( for example a food Co-Op permitted to exist under a general  Co-Operatives law -and to make its own bylaws and to have an elected Board )  . If the bylaws are  silent as to the authority of the members at a general meeting ,  save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then ? If the members carry a motion to purchase a  ( say ) new  truck at the AGM - must the Board comply or may it treat all such carried motions as -recommendation  only- and not binding on the Board  ? 

RONR does say that in stock corporations, the board is the supreme authority, and the membership just gets the powers the bylaws assign them. Motions adopted by the members would just be recommendations.

For all other organizations, the situation is reversed - the membership is the supreme authority, and the board only has such powers as the bylaws assign to it. The fact that the assembly and the board are "creatures of legislation" doesn't change anything so far as RONR is concerned, but the legislation in question may have its own rules on the subject, and such rules would take precedence.

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And if the association is incorporated, then the laws relating to incorporation will most assuredly take precedence over RONR, whether the association is not-for-profit, a stock company, a co-op, or whatever.  The law may give a "parliamentary authority" (e.g., RONR) some standing, but that will be for your lawyers to tell you about, not us.

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5 hours ago, Guest D. Llama said:

Q1.) What if the assembly and Board are creatures of legislation - that is, brought  into existence by law ...?

Q2.) If the bylaws are  silent as to the authority of the members at a general meeting ,  save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then?

As always:

   • If a law is in place which addresses the issue or the conflict, then what Robert's Rules of Order has to say on that same subject becomes moot.

   • If the bylaws are silent, but a law is in place which addresses the issue or the conflict, then what Robert's Rules of Order has to say on that same subject becomes moot.

   • If Robert's Rules of Order applies, i.e., there is no superior rule in place (like a BYLAW, or like a LAW) to gainsay the parliamentary authority, then the board is the inferior body to the superior general membership.

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Thanks to all for the responses provided .

In this circumstance  the bylaws do provide the Board with authority over " policies and procedures for the Co- Op Association " , however, otherwise they are silent . And the bylaws do not provide for any  specific rules set . The custom of the Board is to consider RONR if an issue arises but neither board ,nor members , have  bound the CO-Op meetings to RONR in any fixed  manner . 

So this is a 4th category, seemingly - not identified in the note  from  Kim G . 

All things considered it appears to be a ultimately a  legal question- and not one answerable by parliamentarian authority - as noted, by Dr. JS -above .

Thanks ;

D.Llama

 

 

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49 minutes ago, Guest D. Llama said:

Thanks to all for the responses provided .

In this circumstance  the bylaws do provide the Board with authority over " policies and procedures for the Co- Op Association " , however, otherwise they are silent . And the bylaws do not provide for any  specific rules set . . . . (Remainder of comment omitted)

D.Llama, why don't you tell us exactly what the bylaws say about the powers of the board? Give us the entire statement, not a snippet or a paraphrase. Just because the bylaws grant a board authority in a certain area does not mean that the board has been granted exclusive Authority in that area.

The rule in RONR about the general membership being superior to the board is not just a rule of order dreamed up by General Robert. It is a codification of long-standing common parliamentary law on the issue.

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For sure Mr . Brown : 

Here it is  : 

s. 15

"The Board of  directors may enact such polices and procedures for the CO-OP Asscociation  as are considered necessary for the successful operation of the CO-OP". 

I suppose this has wide implications in the absence of anything else - but it certainly does not provide a  clear  answer . Does this alone mean that the members at an annual  an meeting are limited to election of the Directors , appointment  of the auditor  going forward ,are the calling of a special  meeting . Those are the specific identified authority that the members have . 

BUT if, as you say ,there is relevant  long-standing   common parliamentary  Law on this subject where is that to be found ?  And when you refer to such common  law are you referring to court cases which would  create the common  law- or otherwise ? I have " Parliamentary  Law" by H.R. Robert ( 1923 ), but I understand that is not a book of the "common law "- it is a book done by the General .

Where does one find that  "long -standing parliamentary law " that you refer to ?  

Obliged for any response .

 

D.Llama

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1 hour ago, Guest D. Llama said:

For sure Mr . Brown : 

 

BUT if, as you say ,there is relevant  long-standing   common parliamentary  Law on this subject where is that to be found ?  And when you refer to such common  law are you referring to court cases which would  create the common  law- or otherwise ? I have " Parliamentary  Law" by H.R. Robert ( 1923 ), but I understand that is not a book of the "common law "- it is a book done by the General .

 

Where does one find that  "long -standing parliamentary law " that you refer to ?  

Obliged for any response .

 

D.Llama

One person described it thus:

"In short, the general parliamentary law, is a broad, generally applicable, set of rules that apply to all assemblies, while parliamentary procedure refers to those rules dealing with a specific assembly or organization.  General parliamentary law is general in nature; it is the broad rules that are generally in effect if the society adopts no conflicting rules."

"Common parliamentary law" is synonymous "general parliamentary law."  A codification or expression of these rules can be found in parliamentary authorities, like the current edition of RONR.

 

Note:  The terms "common parliamentary law" and "general parliamentary law" are not synonymous with the term "common law." 

 

 

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Thank-you J.J.

 What "one person described it thus " is certainly of interest -but  I do not see that it better  resolves this  Inquiry .Indeed RONR p. XXiX provides  that RONR is "present day general parliamentary law".  

Mr Brown suggests that "general  parliamentary law" has a long standing application to this subject . You ( J.J. )  identify RONR as such an authority - a statement of " general parliamentary law " . But this Co-op has never adopted RONR as an authority applicable to the Co-Op . The consider it when they please as a resource - they have not bound themselves  to it .

And the legislation concerned gives no place or acknowledgement  of RONR ,or any other procedural work,  as persuasive or binding . Mr Brown speaks of RONR as a "codification " of long standing parlimanatary law .But that does not seem to address the issue . Even if that is so - by what authority is it -that allows that this " general parliamentary  law" applies to any situation other than one where the body concerned has actually adopted RONR as generally applicable . Can it  bind a legislatively created entity to what it provides when the State or Federal legislature has not seen fit  to say as much . The answer it would seem must come from  expert legal advice , and not from RONR . 

But I remain interested and very open to  any view that differs . 

Thank-you :

D.Llama 

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D. Llama, you do have a copy of RONR, don't you?  If you don't have a copy, you really need one.  You can find an excellent (and lengthy) discussion about "the common parliamentary law" (or "general  parliamentary law") in the introduction to the 11th edition of RONR as well as in Chapter 1.  The introduction starts on page xxix and gets right into the subject.  I suggest you read the entire introduction as well as Chapter 1.  You should then have a clear understanding of what we mean  by "common parliamentary law" (and "general parliamentary law") and how it came to be codified in Robert's Rules of Order through the various editions as well  as in other parliamentary manuals.

Then, of course, in other chapters RONR goes into great detail about the powers of Executive Boards and the different language that can and should be used for varying grants of authority to them.  RONR also makes it  clear that a board has only those powers granted to it in the bylaws.

There should be no doubt, absent some contrary provision in your bylaws or controlling law, that the boards of directors of most deliberative assemblies as discussed in RONR are subservient to the membership and must abide by the dictates of the membership.

It is, of course, ultimately up to your organization to interpret its bylaws, but I have seen nothing that leads me to believe that the bylaws grant the board the EXCLUSIVE authority to promulgate policies and procedures for the organization.  It is ultimately up to your organization to determine if it believes that the quoted language amounts to an exclusive grant of that power.  I do not believe it does, but the decision isn't mine  to make. 

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Mr. Brown :

For sure I do have RONR-  and have quoted from it on two occasions above . The reference you made to page XXiX and page 9 as well . And I have read those parts you have noted . 

However , in the result it seems things are much the same . RONR is in this instance  is not adopted by the Co-OP nor is RONR by some act of legislation made applicable to this situation . RONR is no doubt a  virtuous compilation  of various  parliamentary  practices -known to" parliament " back as far  the 13 th Century , England  ( RONR p.  XXXii ) . But that it therefore has some general application respecting  an entity brought into being  by the positive law , without  adoption by the Legislature ,or body concerned ,is simply a stretch too far. RONR is not a book of the positive "law " onto itself, nor has it been made the general  procedural law of the land by an Act of the  State or the Federal Government .  

Grateful for all contributions .

D.Llama

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On 3/18/2017 at 9:14 PM, Guest D. Llama said:

Thank-you J.J.

 What "one person described it thus " is certainly of interest -but  I do not see that it better  resolves this  Inquiry .Indeed RONR p. XXiX provides  that RONR is "present day general parliamentary law".  

Mr Brown suggests that "general  parliamentary law" has a long standing application to this subject . You ( J.J. )  identify RONR as such an authority - a statement of " general parliamentary law " . But this Co-op has never adopted RONR as an authority applicable to the Co-Op . The consider it when they please as a resource - they have not bound themselves  to it .

 

D.Llama 

A parliamentary authority, or procedural rules may be established by repeated usage (p. 17, ll. 7-10).  See also page 19.

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Thank-you JJ for this  reference  and this would perhaps have some application but for the fact that this body has specifically chosen not to adopt RONR - but to consider it but a reference and guide when and as it pleases . But for sure a more benign approach to RONR, however ,might see the status mentioned on  p 17, have some application .At least those  of an assembly who felt that way ( where adoption was not declined ) could argue as much . 

Obliged . 

 

D.Llama

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12 hours ago, Guest D. Llama said:

Thank-you JJ for this  reference  and this would perhaps have some application but for the fact that this body has specifically chosen not to adopt RONR - but to consider it but a reference and guide when and as it pleases . But for sure a more benign approach to RONR, however ,might see the status mentioned on  p 17, have some application .At least those  of an assembly who felt that way ( where adoption was not declined ) could argue as much . 

Obliged . 

 

D.Llama

If the body is using it, then the rule on p. 17 applies. 

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Its very  hard too see that JJ - when they only consider them from time to time- as  they please for this and that point .  and have specifically NOT adopted RONR .

P 17 may apply when staus  is given through a regular usage- one  that is otherwise silent on adoption . That is seemingly  context for p. 17  - a constructive adoption . But maybe we just read this differently !

Obliged 

D.Llama

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On 3/17/2017 at 3:08 PM, Guest D. Llama said:

To what extent are  carried motions of the members binding on an elected Board of Directors when  the bylaws are  entirely  silent on this subject ?

 Are motions carried that the Board do "such and such" or the that  the Association  do "such and such"  compulsory for the Board in the absence of  specific authority- one way or the other .  Certailnly  motions carried at an annual meeting of members -  can be viewed  ,  as  by way of "reccomnedation ",  regardless of how directory they are - but are they binding ? The  election of  Directors under the bylaws  , of course , are obligatory and must be complied with by all concerned,   but what is the determining factor for member motions -carried -  as to  "recommendation " or "obligatory" - when bylaws entirely silent ? 

Thanks to anyone with some appreciation of this inquiry . 

D.Llama.

It's very hard to understand the purpose of your posting this question here.

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another. . . . In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void. 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 can rescind or amend any action of the board if it is not too late. It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business."

The above paragraph seems to provide as clear an answer to your question as possible in the absence of a full accounting of the relevant laws and bylaw provisions applicable to the particular organization. "But oh, wait," you say -- "the assembly hasn't adopted RONR, so it doesn't need to abide by this paragraph." So why did you post the question? Is what someone says here on an Internet message board going to be of more authority? If so, then now it's been posted, so you have your answer.

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What someone says on  the forum  may bring a new perspective  to the an inquiry  which may persuade  one way or the other . Not always- but it does  often happen and that makes this forum of considerable value .Going on the forum enriches in more than one way . it can provide a complete  answer to an  unknown or can  help confirm a perspective or strengthen a view one way or the other .  It can strengthen, weaken or set a new perspective  entirely and  it was quite helpful on this subject Mr SG .

Thank -YOU :

D.Llama 

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