General Application of Chair's Ruling on Specific Motion

[Guest JayW]

We have an annual event which the membership voted to move to a central location several years ago. A motion was made during the last membership meeting at the non-central location to mandate the Board stay at the current site for another year. The chair ruled that motion out of order, stating that a location change must be voted on by a ballot vote of the entire membership or by the Board (this is the group where the government and management of the group's affairs are vested in the Board of Directors)and that a meeting vote on the issue would set an unwanted precedent. (Since we are a national organization and meet only a couple of times a year, the majority of our members do not attend meetings.) The chair further stated that a mandate (presumably any mandate) must be voted on by the entire membership.

No one appealed the chair's ruling at the time; the vote occurred over a decade ago and the event site has long since been changed. However, is the chair's ruling that a site change must be done by either the Board or the entire membership, and that a mandate must be voted on by the entire membership, appropriate? If not, and no one objected, is it now a done deal regardless? If either of those are true, does it carry any weight beyond that one motion?

If the membership wants to change the event location next year, for example, would it require a ballot vote of the entire membership, per the chair's earlier ruling? Or simply a majority vote at a membership meeting with quorum? (Our Bylaws are silent on the location of the annual convention.)

Alternatively, if the chair's ruling was not appropriate, the Board could create a Standing Rule to the same effect, couldn't it? The issue was discussed at a recent Board meeting -- I don't know what exactly occurred as I am not on the Board, and the minutes have not yet been published. I would assume, though, that general Board acceptance of the premise would not be adequate to create a Standing Rule.

[Robert B Fish]

The chairman's ruling established a precedent for your organization. Whether or not it was a correct ruling is immaterial since his/her ruling was not appealed at the time.

the motion you are seeking is to "amend/rescind something previously adopted." That motion "can also be applied to any precedent created as a result of a ruling of the chair." [page 295 but keep reading through page 298]. The required vote is a 2/3 vote without notice, majority vote with notice or a majority of the entire membership.

As you noted, the easiest route for your group is a majority vote with notice. Give notice of your intent to being to the next membership meeting a motion to rescind the chairman's old ruling and that will be that.

Note, however, that the board cannot overturn action by the membership unless your bylaws give them that power. In fact, the opposite is the case.

-Bob

[Guest JayW]

Thank you. I personally would prefer to keep the chair's ruling, but some are arguing it applied only to that particular motion, despite the general nature of the ruling. It is good to know what action should be taken if they want to rescind that ruling.

I believe our Board does have the power to overturn most action by the membership; our Bylaws state that "The government and management of the Club shall be vested in the Board of Directors." I take this to mean that, except in cases where the Bylaws specifically give power to the membership, the Board can basically do whatever it wants.

[Robert B Fish]

I believe our Board does have the power to overturn most action by the membership; our Bylaws state that "The government and management of the Club shall be vested in the Board of Directors." I take this to mean that, except in cases where the Bylaws specifically give power to the membership, the Board can basically do whatever it wants.

If that's what your bylaws say, then the earlier action to change the meeting site was out of order as the membership did not have the power to effect that change.

-Bob

[Guest JayW]

I think at the time, actually, the Bylaws specified the Board's authority was limited to "between meetings", but that's no longer the case.

Can the Board allow the membership that power, or must it be specified in the Bylaws? Would the chair's precedent that a site change must be done by the entire membership or the Board still hold, unless rescinded?

Obviously there's a movement afoot to change the site location again, and a strategy is being devised to best effect that change. If the precedent holds, then a motion at the membership meeting to present a site change to the entire membership vote would be in order, wouldn't it? And if the precedent doesn't hold, or is rescinded, then could a motion be made to request that the Board send the issue to the entire membership? (This with the knowledge that the Board could refuse to send the ballots, or could refuse to take any action once the ballots are received -- however I believe most of the Board is largely out of touch with the wishes of the membership, and a vote of this nature might be enough to change their perception of the issue.)

Thanks for any insight. I am quite sure that most of the members do not realize how powerless they are, nor does most of the Board. It will be interesting once these issues come to light!

[Josh Martin]

Can the Board allow the membership that power, or must it be specified in the Bylaws?

It would need to be in the Bylaws for the membership to actually have the power (although there's nothing stopping the board from just deciding to listen to the general membership on a case by case basis).

Would the chair's precedent that a site change must be done by the entire membership or the Board still hold, unless rescinded?

The precedent remains as in effect until rescinded, although a precedent is more of a guide for future rulings than it is a hard and fast rule.

If the precedent holds, then a motion at the membership meeting to present a site change to the entire membership vote would be in order, wouldn't it?

It would seem that the chair would rule such a motion in order, based on the precedent he has set.

And if the precedent doesn't hold, or is rescinded, then could a motion be made to request that the Board send the issue to the entire membership?

I see no reason why not.