Committee resolution in dispute

[Guest David Garshaw]

A committee of the board met and formed a resolution prior to being formed/sanctioned by the board. At the board meeting, a motion was made to form the committee and was approved. Immediately thereupon, the committe presented its resolution.

I'm sure Roberts rules this out of order and grounds to disqualify the resolution; but I cannot find it in my Seventy-fifth Anniversary Edition. Please help me identify the proper documentation. Thanks.

[George Mervosh]

Unless you have additional facts, the board's adoption of the resolution (it was adopted, right?) would stand.

Oh and 75th Anniversary Edition is 60 years out of date.....the fab 5 have done a marevelous job on the 11th Edition. Try it

[Dan Honemann]

A committee of the board met and formed a resolution prior to being formed/sanctioned by the board. At the board meeting, a motion was made to form the committee and was approved. Immediately thereupon, the committe presented its resolution.

I'm sure Roberts rules this out of order and grounds to disqualify the resolution; but I cannot find it in my Seventy-fifth Anniversary Edition. Please help me identify the proper documentation. Thanks.

If someone properly moves the adoption of a resolution, there is nothing in RONR which would disqualify it based solely upon the facts you describe. Perhaps additional facts might help.

PS. In other words, I agree with George.

[Guest David Garshaw]

Thank you. It simply seems out of place that a committe that has not been formed can officially meet and create a resolution, go to the board, wait for the committee to be created and sanctioned and then report its resolution. It seems like a cart before the horse--more pointedly a quick power play to an unsuspecting or unalert board.... dg

[George Mervosh]

Thank you. It simply seems out of place that a committe that has not been formed can officially meet and create a resolution, go to the board, wait for the committee to be created and sanctioned and then report its resolution. It seems like a cart before the horse--more pointedly a quick power play to an unsuspecting or unalert board.... dg

An unsuspecting board could have sent it back to the committee, postponed it indefinitely, postponed it to their next meeting (if it was within a quarterly time interval), or simply rejected it.

The errors here (if there even are any error based upon your facts) are not enough to invalidate anything, that's all.

[Chris Harrison]

Even if we were to say that a committee couldn't meet before it was created and come up with a Resolution which it then presented after creation there is nothing in RONR that would prevent members from getting together between meetings and coming up with a motion that they wanted to see adopted. Then unless the bylaws require that this motion come from a committee a single member could make this motion on behalf of himself and he would simply have a bloc of members who are on the same page as he is .

But as was noted above there is nothing in RONR that would render what they did invalid as unorthodox as it may have been.

[Gary c Tesser]

I propose that we can agree that the committee, indeed, did not meet officially prior to being formed. And that therefore the proposal, although legitimately adopted when the board acted on it, did not officially come from the committee.

So what the group of people, who later officially became the committee, did, can be looked at as a quick power play; what used to be called fancy dancing. Which would be despicable.

From another point of view, these people wanted to get something done, and did whatever they could do, and then made it right and proper and official as soon as that became practicable. Which would be admirable....

Perhaps depending on one's point of view. Mr Garshaw, do you see anything else wrong with it?

[Guest David Garshaw]

This discussion has been very helpful. Ultimately the responsibility is for the board to be bright and alert enough (reasonable expectations of a board) to know its way through a business meeting. Roberts is a good guide and provides a level playing field. I feel better with a refreshed perspective. Thanks.

[George Mervosh]

This discussion has been very helpful. Ultimately the responsibility is for the board to be bright and alert enough (reasonable expectations of a board) to know its way through a business meeting. Roberts is a good guide and provides a level playing field. I feel better with a refreshed perspective. Thanks.

Are going to get the 11th Edition to be right up to date?

[Guest David Garshaw]

Absolutely.

[Gary Novosielski]

The only difference would be that if the motion was made on behalf of an informal "bunch of the guys", it might (formally) require a second. If it came from a committee (of more than one member) it would not. And if this is a small board, formality is typically relaxed anyway.

At this point, the only thing that matters is whether the board adopted it, and they apparently did. .