Bruce Lages

Just once I'd like to hear of a secretary who respectfully refuses to cast that ballot.

Maybe, maybe not. Who granted the charter?

I can't help but wonder if anything substantive is going to come from continuing this discussion beyond its current state.

You haven't told us if the bylaws say anything about when executive board meetings are to be held or how such meetings are called. That information (or just whether that information exists or not) is important to providing an answer.

Thanks, John and Tim. I'm guessing that, even with its status as a question of privilege, the motion to censure in the situation described by the original poster, and probably in most other situations as well, would not be considered to be of sufficient urgency to have to interrupt pending business, as J.J. noted in post # 10.

The motion to censure would be a question of privilege and would be in order when another motion is pending.

Is there an RONR reference for this?

On p. 125, l.15-16 it says that "a motion to ratify can be amended by substituting a motion of censure...", which appears to refer back to p. 124, ll. 24-25, stating that " the motion to ratify (...) is an incidental main motion...".

You're very welcome, and please come back to tell us how this all turns out.

Look at Chapter XVI, Boards and Committees, in RONR, 11th ed. p 481, and pay particular attention to what is said on p. 482, l. 25 to p. 483, l.16 for the limitations on a board's power relative to the general membership. If the board tries to override a decision of the membership, be prepared to raise a point of order (p. 247 ff) and to appeal the chair's ruling if your point is ruled not well taken. It might be very helpful to have the book with you to quote from. Note that this will have to be done at a membership meeting, not a board meeting, unless you are a member of the board.

In almost all cases, no, the board can not overide a decision of the membership. The only exceptions to this I can think of would be if the bylaws grant the board the authority to do so, or if the membership was not authorized to make the decision in the first place because the issue decided was placed in the exclusive authority of the board by the bylaws.

Actually, neither of your member's scenarios is correct. First, there is no need to recess in order to go into or out of executive seesion. Second, going into executive session is a question of privilege of the assembly - in your case, your board -. (see RONR, 11th ed. p.227), so the president alone does not make the decision. As Rev Ed suggests, you can either have someone move to go into executive session, which requires a majority vote, or, probably preferably, the president can ask for unanimous consent by saying "if there is no objection, we will move into executive session at this time".