Motion made By president

[Guest Wahooneb]

The president of our organization has issued an email to the members of the board while no meeting is in session. The email included a "motion" to approve something the president had one without any open input from the rest of the Board. The email also called for the Board to send in their approval to the president. When he was challenged that this was not a proper motion, with a second, and discussion during a properly called meeting with a quorum there was support for him from the vice-president who immediately "voted" in support of the motion.

Another member of the Board (there are 19 voting members on the Board) said he understood that the president could not make a motion. He wants clarification before he makes his decision.

My position is tat there can be no proper vote or decision under these circumstances no matter who made who makes the “motion”.

Your comments and RRoO NR page for reference if available. I find on page 7470 about small Boards, but did not locate anything that helps in this situation.

Thank you

[Tim Wynn]

The president of our organization has issued an email to the members of the board while no meeting is in session. The email included a "motion" to approve something the president had one without any open input from the rest of the Board. The email also called for the Board to send in their approval to the president. When he was challenged that this was not a proper motion, with a second, and discussion during a properly called meeting with a quorum there was support for him from the vice-president who immediately "voted" in support of the motion.

Another member of the Board (there are 19 voting members on the Board) said he understood that the president could not make a motion. He wants clarification before he makes his decision.

My position is tat there can be no proper vote or decision under these circumstances no matter who made who makes the “motion”.

Your comments and RRoO NR page for reference if available. I find on page 7470 about small Boards, but did not locate anything that helps in this situation.

Thank you

Try the footnote on page 2. Without express authorization from the bylaws, e-mail voting is not allowed.

[Guest Wahooneb]

That answers the qquestion about email voting, but what about making motions when the Board is not in session, no second or discussion. And the "motion" was offered by the president. Our Board has 19 voting members, not including the president, who only votes in case of a tie.

[Tim Wynn]

That answers the qquestion about email voting, but what about making motions when the Board is not in session,

Look at RONR(10th ed.), p. 4, l. 5-13.

no second or discussion.

Neither of these factors in, really.

And the "motion" was offered by the president.

Since it was not in a meeting, no motion was offered.

[Gary Novosielski]

The president of our organization has issued an email to the members of the board while no meeting is in session. The email included a "motion" to approve something the president had one without any open input from the rest of the Board. The email also called for the Board to send in their approval to the president. When he was challenged that this was not a proper motion, with a second, and discussion during a properly called meeting with a quorum there was support for him from the vice-president who immediately "voted" in support of the motion.

Another member of the Board (there are 19 voting members on the Board) said he understood that the president could not make a motion. He wants clarification before he makes his decision.

My position is tat there can be no proper vote or decision under these circumstances no matter who made who makes the “motion”.

Your comments and RRoO NR page for reference if available. I find on page 7470 about small Boards, but did not locate anything that helps in this situation.

Thank you

The major relevant factor is that there was no properly called meeting with a quorum present. That's the only context in which business can be transacted. The rest is, by comparison, nit picking.

If there had been a legal meeting, then a motion made by the president, while irregular except in small boards, the lack of a second, even the lack of opportunity for discussion, while they might have been poor procedure, and perhaps grounds for a point of order at the time, would not be serious enough to invalidate any business done.

But there is just no getting around the fact that there was no meeting. Outside of a properly called meeting, the Board, as such, does not exist, and any decisions made are not decisions of the board.

[Guest Nancy N.]

Let me also recommend p. 469 (apparently p. 7469 in Guest_Wahooneb's unabridged copy), particularly lines 24-25 and 29-34, which state the point emphatically.

[David A Foulkes]

Guest_Wahooneb's unabridged copy

I found a copy of this at a used book store Teaneck, but even in its "well-loved" condition (duct tape on the spine, more dog ears than 1000 dogs) the price was prohibitive.

[Gary Novosielski]

I found a copy of this at a used book store Teaneck, but even in its "well-loved" condition (duct tape on the spine, more dog ears than 1000 dogs) the price was prohibitive.

Wow, I found one on Amazon for twenty bucks.

[David A Foulkes]

Wow, I found one on Amazon for twenty bucks.

Give you $25 for it?

[Gary Novosielski]

Give you $25 for it?

Nah, with shipping it was like $885.00

[Guest Wahooneb]

Most of the pages were marked "This Page Intentionally Blank"

Sort of like my thought process and proof reading skills. You can have my copy. I read it yestrday.

Where do you want me to send it. Email will work for me.