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Dominator

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Everything posted by Dominator

  1. That's the problem. If there isn't a constitutional rule that specifically prohibits the act, they'll claim that the "board policy" authorizing the act conflicts with nothing. If there isn't a constitutional rule that specifically authorizes the act, they'll claim, the "board policy" prohibiting the act conflicts with nothing. As to Board power and authority, the constitution (we have no separate bylaws) states: The Board shall perform such duties as are prescribed in this Constitution. As to individual members of the board, the constitution states: The Officers of the Board shall perform such duties as are prescribed in this Constitution, by the Board or in the adopted parliamentary authority. [Current edition of RONR] So, the officer's of the board must perform as the board directs, but the board invents rules outside their scope of authority to direct themselves. It's the classic "I was just following orders" routine. The constitution doesn't state a mechanism for crafting, implementing, modifying, or rescinding "board policies". Establishing that the Board has no authority to its inventions (theoretically) ends the problem... unless they invent a board policy that grants them authority to invent board policies. 🙄
  2. The constitution doesn't state a mechanism for crafting, implementing, modifying, or rescinding "board policies", nor are "board policies" defined. As to Board power and authority, the constitution (we have no separate bylaws) states: The Board shall perform such duties as are prescribed in this Constitution. There are bits and pieces of board and officer obligations scattered throughout. It's as organized as a kindergarten class toybox. The organization's purpose statement to "[p]romote fraternal spirit among its members" is a far stretch from unconditional authority. What's to stop such circular reasoning that something is "a good idea" simply because "it's a good idea"? Challenging the Board with, "What authorizes you to perform X" will land you a "the constitution doesn't specifically forbid us so we're free to do it" routine, knowing it won't be at least until the next annual meeting when the issue might be discussed.
  3. For example, our constitution requires its members to pay X in membership fees. The Board crafted a policy that exempts new members from paying any membership dues for their first Y months of membership. Simultaneously, as part of the policy, a member who recruits a new member gets paid Z from the organization's treasury. Mind you, our constitution's member rates do not provide any dues discount or exemption to members. This discount and payment incentive mechanism is strictly a device of "board policy". As to the nature of the policy, I understand that [t]he various kinds of rules which a society may formally adopt include the following: Corporate Charter, Constitution and/or Bylaws, Rules of Order (which include a standard work on parliamentary law adopted as the society’s Parliamentary Authority, and any Special Rules of Order), and Standing Rules (RONR §2:3), I'm not entirely certain what sort of rule this or other "board policies" are. They certainly aren't a corporate charter or a constitution and/or bylaw provision. The rule is also not a "rule of order". Calling a board policy a "custom" sounds off to me. A "board policy" at least implies that it came from the board, and a Board's decision to craft a rule occurs at a "board meeting". It appears to me that this particular "board policy" is just a (standing) rule that operates outside of a meeting, however, the rule was not offered or adopted by the general membership; it was just accepted as "board policy" by the board and argued that "it does not conflict with or amend any existing rule or act of the society." Under rule-theories considering public and private sectors, I understand that two fundamental questions frame whether an act is authorized or prohibited: Public sector: Does a rule grant positive authority to act? If no, then the act is prohibited. Private sector: Does a rule prohibit authority to act? If no, then the act is authorized. It's the "It doesn't say we can't so we're gonna..." or "it doesn't say we must so we're not gonna..." routine. Basically, if they don't want an outcome, they'll create a "board policy" that prohibits it. Likewise, if they do want an outcome, they'll create a "board policy" to authorize it. Challenging the policy is difficult as it is either not in writing or (allegedly) in executive session minutes not available to the general membership. My major premise is that a proper board mimics a public sector rule-compliance model; they are behaving in trust, and are administrators of the organization's government and mission. Our constitution does not provide authority to unilaterally change certain member's rates when no discriminatory rate mechanism exists. Our constitution also does not provide any device to grant kickbacks for "recruiting" via the organization's coffers, nor authorize compensation for whatever man-hours are (allegedly) needed to advertise and process any related paperwork involving recruiting efforts. The problem is that the Board has merged these contrapositive theories, but only utilize (and later argue) the theory that beneficially services their personal and/or political interests surrounding the issue. This essentially makes contesting the "board policy" impossible because you can't effectively articulate the violation. If there is a default rule-theory in Robert's such as "authorized unless restricted" or "restricted unless authorized", this would be a quick admonishing. I hope this helps
  4. What class of rules are "board policies"? Can they hide in executive session minutes so the general membership remain clueless as to what they are and when to object? It seems my organization has a situation where the Board has created a policy to grant themselves authority to spend organization funds receive without prior specified approval to spend organization funds. "Board Policies" are a mechanism used to sidestep the constitution. The Board's arguments are variations of the following: "There are no constitutional restrictions, but Board Policies allow us to... or restrict you from..." "There are no constitutional permissions, but Board Policies allow us to... or restrict you from..." I cannot attack an inappropriate policy if I don't know what it is, and I can't find much on the makeup and design of policies in RONR. I feel like I'm swinging at phantoms over here. If it matters, our constitution doesn't provide devices such as "Board Policies" are authorized in or restricted from Board creation. Your insight is appreciated.
  5. @Gary Novosielski Yes, some members are troubled because they still wanted a meeting and believe if a person did not want to participate because of COVID, they had the choice to not come to a session. Additionally, the Board captures a windfall by evading an election. As you indicated, the praise or criticism belongs to the membership. Thank you for responding. @Richard Brown Thank you as well for your your opinion on this question.
  6. @Gary NovosielskiThank you for your informative response. 😁
  7. The organization cancelled the convention claiming COVID was the reason. Our constitution states: The President and Vice-President shall be elected for one year or until their successors are elected and installed. Executive Committeemen shall be elected one each year for a three-year term or until their successors are elected and installed. The difficult part is that our constitution also states: The Organization Board shall have the authority to make interim amendments to the Constitution of the Organization when necessary to conform to federal law. Any provision of this Constitution which conflicts with federal or state law, regulation or ordinance shall be inoperative as to those jurisdictions in which said federal or state law, regulation or ordinance is in force. The Board cancelled the convention where we would have otherwise had the elections, but there was no "federal or state law, regulation or ordinance" in force that would have made the provision requiring us to have a convention (and elections) "inoperative". Based on this information, am I mistaken to believe that the incumbents improper cancellation of the convention (and elections) forced the officers terms to expire and we now have no President or Vice President and are also have vacant committee seats?
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