Authority of chairman

[Guest Marie]

We have a board of six members that changes every four years. in 2003, that Board adopted a resolution that prohibited personnel actions relating to certain officers without first having discussions at one meeting and then voting at the next meeting. In November 2011, the Board voted to take personnel action to terminate an officer without following the 2003 resolution. The 2003 resolution was not rescinded before the termination action was taken. Four months later, a new chairman of a new board declares the action taken in November null and void because the 2003 resolution was not followed or rescinded. He unilaterally reinstates the officer. Does Chairman have such authority or must the decision to declare action null and void and reinstate officer be put to a vote? Did the voting without following the 2003 resolution make the action terminating officer void? Proper procedures regarding voting in November were followed.

[Sean Hunt]

I'll answer these questions in the opposite order from which you asked, because I think it makes more sense this way.

A decision that conflicts with a previous decision is null and void, unless it can be clearly shown that the decision was taken with the majority required to amend the earlier one, in which case it is taken as having amended a one-time exception onto the previous decision. So if you have a record in the minutes that shows that the decision was taken by a two-thirds majority with notice, or by a majority of the membership of the Board (this being a special rule of order, I assume), then the decision was valid. Otherwise it is indeed null and void.

If the motion was indeed null and void, then the chair's ruling was correct, and nothing else need be done. If there was any dispute over whether or not the chair's ruling was correct at the time, it should have been handled by an Appeal to the Board.

[Trina]

We have a board of six members that changes every four years. in 2003, that Board adopted a resolution that prohibited personnel actions relating to certain officers without first having discussions at one meeting and then voting at the next meeting. In November 2011, the Board voted to take personnel action to terminate an officer without following the 2003 resolution. The 2003 resolution was not rescinded before the termination action was taken. Four months later, a new chairman of a new board declares the action taken in November null and void because the 2003 resolution was not followed or rescinded. He unilaterally reinstates the officer. Does Chairman have such authority or must the decision to declare action null and void and reinstate officer be put to a vote? Did the voting without following the 2003 resolution make the action terminating officer void? Proper procedures regarding voting in November were followed.

Did this declaration and reinstatement take place at a meeting? If the chair took the 'unilateral' action outside a meeting, and especially if reinstatement involved some contractual understanding with the reinstated officer, the assembly may well have a bone to pick with the chair.

[On a separate topic, I have some doubts about the validity of a board adopting such a rule for itself in the first place (see RONR 11th ed. p 486 ll. 17-19). However, that may be a question better pursued in a separate thread.]