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Actions of a Board or Committee


Guest Bob

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There is nothing that will allow a subordinate board or executive committee to pretend that the membership assembly acted on something, when only the board (&c.) acted. I expect that the general statements are on the first couple of pages in Section 49, "Boards," which begin on p. 464 in the Tenth Edition, which I have here, and probably are around p. 478 in the 11th, which everybody else uses, which is why it is a sensational best-seller, making the authorship team filthy rich, and soon to be a major motion picture, which will make them further insufferable plutocrats.

(Oh, and remember that the "executive" committee is distinctly not a real committee: it is "a board within a board." Lamentable terminology, you will agree; but they didn't consult us, did they.)

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Trina - to answer your question, "Is there something more behind your question? Are you talking about an individual (after the meeting) carrying out an action that was properly ordered by the body?"

The Executive Committee adopted a motion. I am one member of that Committee. Later, a few members (one of which was also an Executive Committee member) brought internal charges against me alone for the actions of the Committee in adopting the motion. I'm looking for something from RONR that will state that the actions of the Committee are actions of the Committee as a whole, and not an individual - so I can get out of the stew.

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While I cannot unfortunately put my finger on a page citation at this time, I do believe somewhere in the book it says that the actions and decisions of the Board (or in this case, Exec Comm) are actions and decisions of the Board, as a whole, and not only of those who voted for them. If the majority of the Board agrees to do a certain thing, or adopts a motion, then the entire Board is considered to have taken that action, not just the individual members (or those members as a sub-group of the Board) who voted affirmatively. I think this is what you're getting at, yes?

If I find the citation before someone else posts it, I'll return and provide it for you.

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A related citation, regarding members at an inquorate meeting taking action informally:

'If... the members present take action informally in the absence of a quorum, they do so at their own risk. Although the assembly can later ratify their action, it is under no obligation to do so.' (RONR 11th ed. p. 348 ll. 19-23, emphasis added)

The implication is that when an action is properly taken at a quorate meeting (by voting on a motion), then the members are not individually responsible in the same way (i.e. they are not taking the action entirely at their own risk, because it is an action of the assembly).

This is sort of the obverse of what you were looking for, I guess -- related, but probably doesn't quite hit the nail on the head. I'll post back if I find something better.

Some additional citations:

'The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval -- implying assumption of responsibility for the act -- must be registered by more than half of the members present and voting on the particular matter, in a regular or properly called meeting of the body. (RONR p. 4 ll. 3-9)

'In any decision made, the opinion of each member present has equal weight as expressed by vote -- through which the voting member joins in assuming direct personal responsibility for the decision, should his or her vote be on the prevailing side.' (RONR p. 2 ll. 4-8)

It seems quite clear that there is a concept of 'act or choice of the body' (emphasis added). On the other hand, it also seems clear that the individual members of the body, specifically those voting in favor, are indeed assuming direct personal responsibility for the act of the body. Actually, I'm a bit surprised by the p. 2 citation, in that those voting on the prevailing side are described as having direct personal responsibility, in a way that those on the losing side apparently do not. I guess it pays to re-read the opening pages of the book from time to time.

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Trina - to answer your question, "Is there something more behind your question? Are you talking about an individual (after the meeting) carrying out an action that was properly ordered by the body?"

The Executive Committee adopted a motion. I am one member of that Committee. Later, a few members (one of which was also an Executive Committee member) brought internal charges against me alone for the actions of the Committee in adopting the motion. I'm looking for something from RONR that will state that the actions of the Committee are actions of the Committee as a whole, and not an individual - so I can get out of the stew.

I'll add the further comment that, even granting that the action was one formally taken by the Executive Committee, there is, of course, the possibility that the EC did something wrong in taking this action, perhaps even something warranting disciplinary action by the parent body. In that circumstance, there is no rule in RONR that requires that all members of the EC be treated exactly the same in applying the disciplinary action. It certainly seems unjust to single out one member of the group, but that is an argument about fair treatment (perhaps even a useful argument to you in responding to the charges) rather than a rule in RONR.

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