overturning a motion

[Guest Stephen]

In our association there are 4 executive (Pres, VP, Sec. Treas.) and 9 directors. In an in camera meeting of the BOD a motion was made and carried to cease engaging in all matters of a certain topic. At the general meeting, a member made a motion to request information related to the BOD original carried motion. This was seconded and carried by the membership. Can this happen? If so, what is the purpose of a BOD?

[Shmuel Gerber]

In our association there are 4 executive (Pres, VP, Sec. Treas.) and 9 directors. In an in camera meeting of the BOD a motion was made and carried to cease engaging in all matters of a certain topic.

I doubt that such a motion has any validity even within the board. It certainly does not restrict the actions that may be taken at a meeting of the general membership.

At the general meeting, a member made a motion to request information related to the BOD original carried motion. This was seconded and carried by the membership. Can this happen?

Yes

If so, what is the purpose of a BOD?

"A board within an organized society . . . is an instrumentality of the society’s full assembly, to which it is subordinate." (RONR, 11th ed., p. 9, lines 14-17)

If the bylaws provide that "the Executive Board shall have general supervision of the affairs of the Society between its business meetings," then the board's authority is "limited to the power to supervise, and to determine the details of, implementation of the decisions of the society’s assembly and, in a manner not inconsistent with such decisions, to attend to any business of the society that cannot wait until the next meeting." (p. 577, line 36 to p. 578, line 4)

And, "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 (see p. 577, ll. 23–33). 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 (see 35)." (p. 483, lines 6-13)