In Order or Out of Order?

[Guest Jimm]

What's everyone's opinion of these motions? The EB is deeply divide by party lines. President was elected over incumbant, but VP was incumbants slated party. EB's majority slightly on side of VP. After about a year, VP came to a teleconferenced membership meeting, and showed all his moxie. He felt like the members were ganging up on him. So, at very next scheduled EB meeting after membership meeting, and knowing he had his EB majority on his side, he proposed the following motions. On their face, do they seem legit or are they generally out-of-order? Our constitution states that the EB can conduct any and all business for the members between membership meetings (which only the EB can call). RONR is the meeting's parliamentary authority:

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Motion:

That the President can no longer hold information from the Board. That ALL correspondence of his office be immediately copied to the Board. That includes correspondence with all committees, [staff business agent], lawyers, General Council, Parliamentary, [national] and [affiliate] or other [equal level sister orginazitions].

Motion:

That a summary of all phone conversations acting in the capacity of President to include all conversations with the [vendors], Board members, Trustees, General Council, Parliamentarian or any other official business be reported to the Board every Friday by COB.

Motion:

That all Chairmen of Committees cc the Vice President [who holds constitutional Chairman Ex Officio status], on all scheduled meetings, correspondence and activity acting in their official capacity and include a report to the Vice President of all conversations with [any vendors] by COB every Friday.

Motion:

That [the contracted parliamentarian] no longer answer to the President but the Board directly or his services be terminated.

Motion:

That the President must answer all phone calls, all voice mails, all emails, all text messages and correspondence from every Board member to include the Vice President when done for the purpose of obtaining specific [organizational] information and determining the Presidents course of action for carring out his official duties. The communication may not be harassing and must remain respectful of the Office of President and of the position of the elected Officers seeking such audience.

Motion:

That the [organization] accept the free assistance of the [national] to resolving the conflict and dysfunction on this Board and schedule such assistance as soon as possible.

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Are these motions in-order or out-of-order (you general opinion) of a VP, who's job description is only to be ex officio chairman of any standing committees, the President's fill in at meetings in his absence, and to act as the chairman of the Trustees despite his postion not being an elected trustee position per se? I said he was [way] out-of-order!

Thanks,

Jimm

[Guest Jimm]

BTW, the President resigned just after this because of the apparent coup that was occuring.

[tctheatc]

Motion:

That [the contracted parliamentarian] no longer answer to the President but the Board directly or his services be terminated.

Maybe specifics would indicate otherwise, but I believe that would be contrary to RONR's tenet that the parliamentarian generally is there to assist the presiding officer.

[J. J.]

Motion:

That [the contracted parliamentarian] no longer answer to the President but the Board directly or his services be terminated.

I agree with tctheatc. With the exception of cases where some individual/faction privately contracts the parliamentarian, the parliamentarian is to advise the chair. Aside from ethics considerations, it would take the chair's permission or a special rule to supersede the RONR (p. 466, ll. 12-15).

I would personally not sign a contract where I would foisted on an unwilling chair and would consider it a violation of the contract if the assembly prohibited me from consulting with the chair; I would note that they would be free to fire me (as I recently suggested to a client). I would not consider it a violation of the contract if the chair asked me to "cc" all board members.

[Rev Ed]

Can the Vice President (or any other member for the that matter) make those motions? Sure, why not. Does the Board as a whole have to agree? No, they could vote down each motion.

If I were the President, I would have resigned - assuming the Board agreed with these motions.

[Guest Jimm]

Can the Vice President (or any other member for the that matter) make those motions? Sure, why not. Does the Board as a whole have to agree? No, they could vote down each motion.

If I were the President, I would have resigned - assuming the Board agreed with these motions.

Thanks all so far.

The president did resign, and the Board would have approved such despite the openly out-of-order motions that they were. The EB, IMHO, would have far exceeded their authority because they would have been writing their own rules, and which they were contrary to the consititutoin. Am I correct to understand that an EB cannot write rules or requirements of another that the constititon does not specify?

The VP was seeking for the president to answer to him using his majority in the EB to approve those motions to do so.

thanks,

Jimm

[Trina]

Thanks all so far.

The president did resign, and the Board would have approved such despite the openly out-of-order motions that they were. The EB, IMHO, would have far exceeded their authority because they would have been writing their own rules, and which they were contrary to the consititutoin. Am I correct to understand that an EB cannot write rules or requirements of another that the constititon does not specify?

The VP was seeking for the president to answer to him using his majority in the EB to approve those motions to do so.

thanks,

Jimm

In response to the question (bolded) -- not exactly.

The proposed motions seem to be in the nature of standing rules.

'a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above' [those listed above being the bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to the board]. (RONR 11th ed. p. 486 ll. 17-19)

Motion 4 in your list (the one about the parliamentarian) clearly seems to run afoul of what is said in the parliamentary authority.

Whether the other motions run afoul of the defined duties of your officers, as described in your bylaws, or whether they are contrary to other standing rules of the organization, is for your organization to decide.

[SaintCad]

That the President can no longer hold information from the Board. That ALL correspondence of his office be immediately copied to the Board. That includes correspondence with all committees, [staff business agent], lawyers, General Council, Parliamentary, [national] and [affiliate] or other [equal level sister orginazitions].

I would argue that this is out of order because of the anbiguous nature of some of the provisions. The term "immediately" means what exactly? If I as President read an email, go get a cup of coffee and then forward it to everyone, I have violated the rule since there was a delay of 5 minutes. Would that be acceptable? What about a delay of 1 minute while I cross reference that email with another one? In other words, you are asking the President to commit an impossible act so changing it to "within 24 hours" or "COB the next day" or something that the President can actually accomplish would be in order.

I also think that "That the President can no longer hold information from the Board." is ambiguous as well. What information? A rumor of a possible resignation given to him by a member? His own personal thoughts and opinions? The rest of the motion does a good job specifying what information needs to be shared so I would eliminate the first sentence to ensure it is in order.

[Guest Jimm]

Here is the duties of the President, as per the Constitution:

-------quote

The President shall preside at all membership meetings and Executive Board meetings; shall preserve order during its deliberations; sign all checks drawn on the treasury; appoint all committees not otherwise ordered; transact such other business as may of right pertain to the office of the President and which may be necessary to the proper functioning of this [organization]; shall serve as a delegate to the Convention of the [parent organization] by virtue of office; and shall have such other powers and duties as are provided for in this Constitution and Bylaws.

------ unquote

It says nothing that the President needs to cater to the VP, or to act as the VPs subordinate.

The President can brief the Board when he has meetings, or as he sees fit, as long as he is carrying out the direction of the Board and the Members in previously enacted motions. The adoption of these rules does conflict with the constitutional duties of the President, as they are changing his duties, not their own duties. They can write rules pertenant to the Board (we will meet every Friday; we will send a report each day; we will have quarterly membership meetings; etc), but here they are changing a single officer's duties where the Constitution did not specify that duty for that officer itself.

So, can the Board move to tell the President he is to act as the organization's janitor as a special rule because they can?? If not, then the rule to have him act as their subordinate employee is also out-of-order as a special rule. Remember, it is not a meeting they sit in he is reporting at, but a chore as a daily/weekly duty they are imposing onto him. Out-of-order.

Notice that the motions do not direct similar duties of other officers in the organization reporting to the Board (such as a full time contract rep reporting everything to the Board he does each day).

Here the only related Constitutional right of the Board:

------ quote

The Executive Board shall conduct the affairs of the [organization] in the intervals between membership meetings. It is empowered to authorize and perform all acts for the conduct of the [organization's] business between such membership meetings.

------ unquote

This does not include a right to change/modify/amend the By-laws or Constitution (which is to amend the duties of the President).

Therefore, I submit it is clearly out-of-order in the scope and spirit of RONR.

Thanks,

Jimm

[Guest Jimm]

Whether the other motions run afoul of the defined duties of your officers, as described in your bylaws, or whether they are contrary to other standing rules of the organization, is for your organization to decide.

I agree. But, here the EB holds the organization hostage, because it is the EB who can schedule a meeting for the members to decide. So, is it they how decides if their motion is proper, or the Members?? Suppose the President calls the motion out-of-order at the time it is introduced at the EB meeting? If the President feels it is up to the society to determine, does the president have to succumb to the EB at this point, or does he wait till the Members determine its constitutional validity (intepretation)? Seeing how these motions were immediately after a Membeship meeting, it will be a long year before he can resolve the matter before the members....

Instead, the president resigned under duress, and the VP quickly stepped into the role of President without allowing members to circulate a petition asking the President to reconsider* and didn't follow the very motions he proposed!

Thanks,

Jimm

* we are a national organization who's membership roster is only in the hands of one or two people, and were members cannot proactively reach each other directly but to go though the very person restricting the communication itself.... The political majority of the EB met quickly afterwards, and voted to accept the resignation of the elected president, to allow the political ally VP to take the chair..... The members were stunned and helpless to change anything.....

[Trina]

Ummm... were the motions the VP 'proposed' ever considered or adopted? I notice that you say your new President doesn't 'follow the very motions he proposed' -- so, what form did these motions take, and what was their disposition?

If your former President resigned simply because another board member announced that he planned to make a bunch of obnoxious motions, it's pretty much irrelevant to critique the threatened motions that scared the former President out of office (or, at least it's probably irrelevant from the p.o.v. of parliamentary procedure).