Consensus vs. Majority Vote

[Guest OB1KonOB]

There is a board who is split on everything: 4 vs. 3; the majority (4) want to make any question asked of administration, be agreed to by majority board consensus (not up for action, simply a majority agreement) for the question to be researched an answered.

We believe this is being done to stifle the 3 minority board members. To date, the questions being asked by the 3 are relevant and not burdensome in quantity (although some questions may take some time to research and respond accurately).

Do the 3 minority members have to agree to this and is there a reference under RONR to protect those in the minority from this type of censorship?

Thanks.

[Tim Wynn]

There is a board who is split on everything: 4 vs. 3; the majority (4) want to make any question asked of administration, be agreed to by majority board consensus (not up for action, simply a majority agreement) for the question to be researched an answered.

We believe this is being done to stifle the 3 minority board members. To date, the questions being asked by the 3 are relevant and not burdensome in quantity (although some questions may take some time to research and respond accurately).

Do the 3 minority members have to agree to this and is there a reference under RONR to protect those in the minority from this type of censorship?

Thanks.

I'm unclear on what you mean by " administration" and "question." Whom do you intend to ask a question?

For an act to be the act of the board, the board must agree to it, usually by majority vote or unanimous consent. Any member of the board can make a motion, which is subject to a vote of the board for adoption. Any board member can ask a question in a meeting, if it relates to the business at hand. Any board member could ask, on his own and outside a board meeting, a question of any individual or administration.

If you're saying that nonmembers of the board are asking questions of the board, any response from the board would have to be agreed to by the board.

[Rob Elsman]

There is a board who is split on everything: 4 vs. 3; the majority (4) want to make any question asked of administration, be agreed to by majority board consensus (not up for action, simply a majority agreement) for the question to be researched an answered.

We believe this is being done to stifle the 3 minority board members. To date, the questions being asked by the 3 are relevant and not burdensome in quantity (although some questions may take some time to research and respond accurately).

Do the 3 minority members have to agree to this and is there a reference under RONR to protect those in the minority from this type of censorship?

Thanks.

The basis of decision-making in a deliberative assembly is majority vote. See RONR (10th ed.), p. 4, ll. 5-13.

[Guest OB1KonOB]

The questions are being asked by individual board members to members of the administrative office (budget questions, contractual questions, policy questions); the questions are generally asked via email so as not to take up actual general meeting time.

For example: an individual board member asks the CFO "what is the average salary increase administrative staff has received over the past 5 years".

This should be a relatively simple question to answer that a board member who is newly elected may use the answer during consideration of negotiated contracts. One, two, or three members of the board may feel this is a relavant question for them to take use in consideration of contracts, however the current majority wants that type of question to be agreed upon by "majority consensus" prior to being researched and answered by any administrator.

This is why I refer to it as majority consensus as opposed to majority action; these questions are not formally being voted on.

[Tim Wynn]

For example: an individual board member asks the CFO "what is the average salary increase administrative staff has received over the past 5 years".

The CFO or Treasurer may not have this information floating around on the top of his head, and it may not be his duty to compile it for a member. However, it should be his duty (along with his predecessors') to prepare and present an annual financial report, which should be kept by the secretary and which is accessible to members upon request. Also, generally, the CFO does not determine salaries and approve expenditures of money on his own. The salaries should have been set by the membership or the board, in accordance with the bylaws, and the minutes should reflect these actions, and these salaries would commonly be found either in the bylaws or standing rules, all of which are in the care or the secretary.

I would knock on the secretary's door, not the CFO's.