Expenditures

[Jcanimax]

This is the gist of an email I received:

An opportunity for ------- to achieve on of its most sought after goals has come to light and a special meeting is being called. This opportunity is time sensitive and a decision is important for us to be able to meet our goal of having a new scoreboard for this season. Below you will find a brief description, with more detail being provided at the meeting.

Under a Government Funded Program, the Community Reinvestment Act (CRA), ----- may be eligible for a low cost loan through (local bank) for a new scoreboard. The CRA is intended to encourage depository institutions to help meet the credit needs of the communities in which they operate, including low- and moderate-income neighborhoods. Obtaining an affordable loan would enable BJR to have a new scoreboard before this season starts but time is an issue and we need to decide if we will take advantage of this opportunity.

A special meeting is to be held on -------, in the meeting room of the -----. Please make arrangements to attend as this is an important decision and all input would be greatly appreciated.

The email was sent only to the Board of Director's. I am wondering if this is a decision that the Board can make? Wouldn't it be a membership decision?

[hmtcastle]

The email was sent only to the Board of Director's. I am wondering if this is a decision that the Board can make? Wouldn't it be a membership decision?

You'll need to check your bylaws (and other applicable rules) to see if:

- Special board meetings are authorized and, if they are, e-mail notification is permitted.

- Your board has the authority to make this decision. They may have the authority but not the exclusive authority so see also Official Interpretations 2006-12 and 2006-13.

There is no "default" authority that a (generic) board has under RONR. In fact, there is no board at all under the RONR defaults. Indeed, one of the regulars on this forum might respond to your questions as follows:

"Good news! You have no board."

[Gary Novosielski]

The email was sent only to the Board of Director's. I am wondering if this is a decision that the Board can make? Wouldn't it be a membership decision?

In the first place, according to RONR, special meetings cannot be called by e-mail, unless your bylaws say that e-mail may be used. And without being properly called, any business conducted at such a "meeting" would be null and void.

If e-mail notice is permitted then, apart from that, the call of the meeting seems have a detailed enough description of the business that is to come before it to enable members to decide whether they want to attend.

The question on whether the board can make this decision without the approval of the membership depends entirely upon the bylaws of your organization. RONR has a lot to say about the organization of societies with boards, and without them. In general, the membership is held to be the highest decision making body, and the board is subordinate, and must obey instructions of the membership, and is powerless to overturn a decision of the membership. But all these things are contingent on your bylaws, which your membership must interpret for itself.

So unfortunately, it is not possible for me to tell you whether your board has the power to do this. They very well might, if the bylaws give them authority over the financial matters of the society, and the power to act on its behalf between membership meetings. Of course, the membership could meet first (though it sounds like timing would be a major issue) and instruct the board not to take out this loan. But if you can't meet until after they have taken out a loan, it can be difficult or impossible then, to rescind that decision without negative consequences

Read your bylaws, and keep in mind that a board cannot even exist unless the bylaws creates it, and it is completely powerless except for the powers that are given to it in the bylaws.

[Gary Novosielski]

- Your board has the authority to make this decision.

Just a note to emphasize that the construction of that paragraph, if it were read too quickly, could obscure the fact that there was an extremely important "see if" above it, which applied to that quoted sentence.

[hmtcastle]

Just a note to emphasize that the construction of that paragraph, if it were read too quickly, could obscure the fact that there was an extremely important "see if" above it, which applied to that quoted sentence.

Yes, one is expected to read the reply in its entirety. And, if necessary, slowly.

[Jcanimax]

The call for the meeting was done within the guidelines of our ByLaws. I can't find anything specifically related to expenditure's.

Our ByLaws state:

"All meetings of the Board of Director's shall be open to the membership of the corporation, except that where items are designated on the agenda and announced at the beginning of the Board meeting by the Chairman and/or President as implicating the privacy rights of Board or corporation members, coach's or participants" which leads me to believe that the membership should be notified about the meeting.

Also:

"The membership of the corporation is the ultimate authority within the corporation and may, by binding and official vote at a regularly scheduled or special meeting, override or reconsider any action of the Board of Directors. Furthermore, in the absence of an express statement herein or governing policy, the manner of proceeding of the corporation shall be determined by a vote of the membership."

"The Board of Director's shall have the general responsibility for the formulation of policy for the corporation, subject to the ultimate authority of the membership. The officer's of the corporation shall have the responsibility for the conduct of day to day business of the corporation."

[Gary Novosielski]

Well, we don't get involved in interpreting bylaws, because the only authorized entity to do so is your membership.

But those aren't terrible bylaws, they do put the membership in charge, and are seem reasonably easy to read and understand.

And since members may attend meetings, it does give you a chance to show up and see what's going on. I'm not sure that the lack of notice to members would necessarily violate anything, since this is not a membership meeting.

[Jcanimax]

I am on the Board. lol I just want to make sure that we, as a Board, are conducting business properly. Having the Board make this type of decision is new. In past years, we recommended, but the membership had the final say. It seems to me that the membership is now being cut out of this process.

Thanks for your help!

[Gary Novosielski]

I am on the Board. lol I just want to make sure that we, as a Board, are conducting business properly. Having the Board make this type of decision is new. In past years, we recommended, but the membership had the final say. It seems to me that the membership is now being cut out of this process.

Well, that's another question.

Board members who cut the membership out of the decision process, even by perfectly proper parliamentary means, quickly discover that the membership is only too happy to return the favor at election time.

[Josh Martin]

It seems to me that the membership is now being cut out of this process.

Well, if the membership wants to cut back into the process, it can. See Official Interpretation 2006-13.