Can the ‘Board’ override its decision?

[Dru Symmonds]

In the regular monthly meeting of an association in March of this year [2011] which was chaired by the Senior Vice President, deputing for the President during his absence, a motion was adopted by the vote of all of six (6) elected directors present regarding the course the Association was to take with reference to a particular appointment.

On his return, the President expressed a diverse point of view based on special professional / technical considerations, and at the April meeting of the board where only four (4) elected directors were present [fully quorate (25% of 10)], there was passage of another motion supportive of the different course of action. However, there was no motion neither passed nor ‘put’ to rescind the previous resolution agreed by the’ board’ in March.

The above suggests that there are two standing decisions of the board which are at variance one with the other; that is to say unless the action of the April meeting can be deemed to properly repeal the decision of the previous March meeting of the board; Failing which, the question being asked is: What is required to properly express the determination of the board as it goes forward?

[Josh Martin]

The above suggests that there are two standing decisions of the board which are at variance one with the other; that is to say unless the action of the April meeting can be deemed to properly repeal the decision of the previous March meeting of the board; Failing which, the question being asked is: What is required to properly express the determination of the board as it goes forward?

Since the second motion conflicts with a motion which is previously adopted and still in effect, the second motion is null and void unless it can be proven that it was adopted by the vote required to rescind or amend the first motion (a 2/3 vote or a vote of a majority of the entire membership of the board). If a member believes the motion is null and void, he may raise a Point of Order, and the chair will rule on this point. The chair's decision is subject to Appeal, and a majority vote is sufficient to overturn the chair's ruling.

[jstackpo]

If the "new" (April) motion was adopted by a 2/3 vote, or a majority of the full board (latter not possible with only 4 present) then it properly "replaces" the previously adopted one -- see RONR p. 244.

If not, it didn't, and the "old" (March) motion is still in force. If you still want to rescind (or amend) it see p. 293 ff.

This presumes that your "regular monthly meeting of an association in March of this year" was a meeting of the Board, not the entire association. You didn't say that it was, but the context suggests it.

[David A Foulkes]

And since all possible permutations of a vote of 4 that are not a tie or an obvious loss satisfy the 2/3 requirement, I'd say the vote threshold was met. Of course, I could be surprised when we learn the vote was 5-2.

[Dru Symmonds]

Since the second motion conflicts with a motion which is previously adopted and still in effect, the second motion is null and void unless it can be proven that it was adopted by the vote required to rescind or amend the first motion (a 2/3 vote or a vote of a majority of the entire membership of the board). If a member believes the motion is null and void, he may raise a Point of Order, and the chair will rule on this point. The chair's decision is subject to Appeal, and a majority vote is sufficient to overturn the chair's ruling.

[Dru Symmonds]

Surely,I presume not, that a 2/3 vote here means literally 2/3 of the four members of the board present at the April meeting? That is to say that a company represented by ten shareholder / directors where six have refused an offer for a buy out by decision of the board, that t'other four can conspire to overturn the decision at another convened meeting.

Or does one reopen discussion (Matters arising perhaps)at the next meeting of the board and the determination be there made by vote as described?

[hmtcastle]

Surely,I presume not, that a 2/3 vote here means literally 2/3 of the four members of the board present at the April meeting? That is to say that a company represented by ten shareholder / directors where six have refused an offer for a buy out by decision of the board, that t'other four can conspire to overturn the decision at another convened meeting.

A motion defeated by a vote of 6-0 at one meeting can be adopted by a vote of 4-0 at the next meeting (assuming, of course, that a quorum is present).

But you first indicated that the original motion was adopted and now it appears that it was defeated. Which was it?

[Dru Symmonds]

A motion defeated by a vote of 6-0 at one meeting can be adopted by a vote of 4-0 at the next meeting (assuming, of course, that a quorum is present).

But you first indicated that the original motion was adopted and now it appears that it was defeated. Which was it?

[Dru Symmonds]

A motion defeated by a vote of 6-0 at one meeting can be adopted by a vote of 4-0 at the next meeting (assuming, of course, that a quorum is present).

But you first indicated that the original motion was adopted and now it appears that it was defeated. Which was it?

Yes indeed. The original motion was adopted and now it has been defeated. (Smile) I once heard it said that the Law is an ass..... and so it appears.

But seriously, the point has been taken and sincere appreciation to all for your interest and guidance in this matter .

[hmtcastle]

The original motion was adopted and now it has been defeated.

When you said that the directors "refused an offer for a buy out" it suggests that the motion (to accept the offer) was defeated. In any event, if the original motion was adopted, then it was not later defeated but may have been rescinded (if the vote was sufficient which, it appears, it was).

Or was the buyout a hypothetical motion and the actual motion was for an appointment? In that case, depending on the nature of the appointment, it may not have been possible to simply rescind it.

[Gary Novosielski]

Surely,I presume not, that a 2/3 vote here means literally 2/3 of the four members of the board present at the April meeting?

No, a 2/3 vote means 2/3 of those present and voting at the meeting, which might not be all those present. If two voted yes and one voted no, that's still 2/3. In fact, if one person voted yes and nobody else voted, that's enough--just as long as a quorum is present. But people can be present and not vote.

[jstackpo]

And if the original majority that adopted the motion is unhappy with subsequent events, let that be a lesson to them to show up at meetings of their Board.

And, of course, they can show up at the next meeting and reverse the decision back to the way they like, provided something irretrievable hasn't happened. You can't unpaint the barn.

[Guest Dru Symmonds]

Hey! guys,

I am a tough fighter but not sore looser. I am sure I have lost this battle [for indeed I can't unpaint the barn]; However, I am equally sure that I have not lost the war. I am glad I was inspired to seek the collective opinions of this forum and really enjoyed the social and intellectual intercourse immensely. Just for the record, reference to the buy out scenario was a hypothetical circumstance created to underscore the point I was seeking to make regarding the sometimes ridiculous nature of reality. Now that I am assured of the rules, for starters, like a good poker player, I can test how well my oponents know them. Can't I?

Again many thanks, All.

Hewitt

[jstackpo]

And to think, we put in our good time discussing an hypothetical! Imagine that! As though this never happens around here.

You are most welcome; glad we could help.

[Dru Symmonds]

Your collective time and expetise was not wasted. The discussion was instructive and appreciated. The substantive reason for the enquiry relating to a very real and vexing situation was as originally stated - on account of the iniitiation of a new motion by some members of the board to go in another direction on the matter of an appointment - the legality of the issue and how it was done; And whether there was avenue for redress.

The hypothetical scenario was given by way of making/arguing the point relevant to what appears reasonable and the reality of the law.

[hmtcastle]

whether there was avenue for redress

That's an avenue that runs both ways.

The rules that permit a previously adopted motion to be rescinded also permit the re-adoption of that same motion at a future date.

In this instance you may have wanted the original decision to have been carved in stone but, next time, you may be glad that it was only written in pencil. Things change.

But, once again and in terms of this specific situation, it's quite possible that it will take more than a simple motion to rescind to undo an appointment.

[Josh Martin]

Surely,I presume not, that a 2/3 vote here means literally 2/3 of the four members of the board present at the April meeting?

Actually, it means 2/3 of the members present and voting.

That is to say that a company represented by ten shareholder / directors where six have refused an offer for a buy out by decision of the board, that t'other four can conspire to overturn the decision at another convened meeting.

Well, mergers follow the same process for amending the Bylaws, which tends to require a greater vote and notice than for an ordinary decision, so no, it wouldn't actually be that easy in such a case.

Or does one reopen discussion (Matters arising perhaps)at the next meeting of the board and the determination be there made by vote as described?

The board would not automatically "reopen discussion," but from a parliamentary perspective, the board can undo whatever was done at the previous meeting, provided the action has not already been carried out.

The substantive reason for the enquiry relating to a very real and vexing situation was as originally stated - on account of the iniitiation of a new motion by some members of the board to go in another direction on the matter of an appointment - the legality of the issue and how it was done; And whether there was avenue for redress.

The hypothetical scenario was given by way of making/arguing the point relevant to what appears reasonable and the reality of the law.

Depending on the nature of the appointment, there may be either parliamentary complications (appointment of an officer) or legal complications (appointment of an employee). It's always best to give as many of the facts as possible, as there are often exceptions to the general parliamentary rules.