Board Rules and Policies

[Guest Guestman1]

A professional organization has an assembly of delegates (elected by local units) as the legislative and policy-making body of the organization, and the Board of Directors is the administrative body that conducts the business for the organization on a day-to-day basis. The board is authorized to develop its own rules as long as they comply with state law regarding corporations; and it is delegated power to act in certain areas stated in the bylaws. The Board has consequently developed its own policies and rules not in conflict with the bylaws or state law. Robert's states that minutes belong to the group that creates them, (RONR p.444), but does that extend to other documents of the board? It also says (RONR p. 470), "..these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly." Does "reading" imply "publishing" or some from other than oral, of communicating them to the assembly? Is RONR stating that it must be done to the delegates assembled in session, or can it be some other time if the exception to oral reading is allowed?

Questions:

Can the assembly of delegates demand the publication of the board's policies and rules?

Can it demand that the policies and rules be made available to either the members of the assembly or the membership in general?

Can it mandate distribution of either or both of those documents, and if so, can it mandate the method of distribution?

If not by mandate, could the bylaws be amended to state that such documents shall be made available to (whatever group) and the method of availability?

If they are ultimately released in some form, written or digital, can the board require that they be either returned or kept confidential?

Thank you.

[Chris Harrison]

Unless the bylaws or applicable law grants the Board exclusive authority over a particular class of business the General Membership is the highest ranking body in the organization and can give instructions to subordinate bodies and those bodies cannot countermand those instructions. So the answer to all of your questions except the last is yes.

[Trina]

A professional organization has an assembly of delegates (elected by local units) as the legislative and policy-making body of the organization, and the Board of Directors is the administrative body that conducts the business for the organization on a day-to-day basis. The board is authorized to develop its own rules as long as they comply with state law regarding corporations; and it is delegated power to act in certain areas stated in the bylaws. The Board has consequently developed its own policies and rules not in conflict with the bylaws or state law. Robert's states that minutes belong to the group that creates them, (RONR p.444), but does that extend to other documents of the board? It also says (RONR p. 470), "..these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly." Does "reading" imply "publishing" or some from other than oral, of communicating them to the assembly? Is RONR stating that it must be done to the delegates assembled in session, or can it be some other time if the exception to oral reading is allowed?

Questions:

1) Can the assembly of delegates demand the publication of the board's policies and rules?

2) Can it demand that the policies and rules be made available to either the members of the assembly or the membership in general?

3) Can it mandate distribution of either or both of those documents, and if so, can it mandate the method of distribution?

4) If not by mandate, could the bylaws be amended to state that such documents shall be made available to (whatever group) and the method of availability?

5) If they are ultimately released in some form, written or digital, can the board require that they be either returned or kept confidential?

Thank you.

Not disagreeing with what Chris H. said about the authority of the General Membership as described in RONR...

However, it is not clear to me that the assembly of delegates in your organization has that kind of authority vis-a-vis the Board of Directors. I think you have to determine the allocation of authority by reading your own bylaws. Thus I would answer "we don't know" to questions 1) through 3). The answer to question 4) is "yes", assuming the bylaws are amended in accordance with their own rules for amendment (which should be found somewhere in the bylaws). Probably "no" to 5) -- assuming the board is properly directed to release the information, I don't see why the board would have any say-so about confidentiality or the return of documents (that could be specified in the action/motion directing the release, of course).

[Guest Guestman1]

I don't have RONR immediately available right now, but I would think that if the Bylaws give the board power to act as long as it complied with the laws of the state, it should be able to keep things confidential. It's not that it wants to keep it's business and rules "secret", it just wants it to keep the distribution among the delegates and alternate delegates. In the times of paper copies, this was not an issue. With digital copies and electronic communications, they can be widely distributed in seconds. Is this a problem? Probably not, but maybe. RONR says the membership (delegates) can require the minutes to be made available by a 2/3rds affirmative vote. It also says (I think) that they can be made available at a time and place convenient (?) to the secretary, and assembly to the delegate(s). This is why I was wondering about what the assembly can defend, short of a Bylaws change. As the legislative body, it can amend the Bylaws to get what it needs/wants; but what can it do until that point?

[Guest Guestman1]

Sorry, should say " ... to the secretary, and possibly to the delegates. This is why I was wondering about what the assembly can DEMAND..."

[Guest Guestman1]

I hope I didn't kill this discussion with the way I worded my questions. I don't mean to be arguing a point, just trying to get clarity. It may be that a parliamentarian has to look at the exact wording of the bylaws to see what powers are delegated where. My question was that, to try to keep proprietary information about the operations of the board within the organization, does the board have the power to decide in what form it will release the requested information? And if the delegates assembled amend the bylaws, they can make they're desires clear, and there will be no question about what is to be released and how.

Thanks to all who respond,

[Chris Harrison]

My question was that, to try to keep proprietary information about the operations of the board within the organization, does the board have the power to decide in what form it will release the requested information?

If the assembly in the motion ordering the information released specifies in what form it is to be released then the Board is compelled to follow their orders. If no form is specified I think the Board would have some leeway to decide in which form it will be released as long as they don't violate the spirit of the order. For example, if the assembly ordered that the information be released to the public I think it would violate the spirit of the order if they put the information in the organization's Yahoo Group which is accessible to anyone who wants to read it but the name of the Group is not in the Group Directory.