Can the board elect its own members?

[Guest Loose]

Our bylaws allow the board to amend the bylaws with a simple majority vote. Our board has added a couple of clauses to the bylaws that allow it to:

1. elect directors to the board mid-year without the participation of the rank-and-file members;

2. with a simple majority remove people that were elected to the board by the rank-and-file members at the annual meeting and to keep these people off the board for a year after they kick them off.

It seems to me these clauses violate parliamentary law. They tread on member rights to hold office and impinge on the idea all votes are equal. The votes of members of the board (7 people) are standing in for the electorate (400 members). There are also no term limits on directors. These new clauses enable the old guard to keep their friends in and new blood out.

I'm having trouble finding cites in Robert's that point to the fundamental wrongness of this. Can you help me?

[Guest Edgar]

I'm having trouble finding cites in Robert's that point to the fundamental wrongness of this. Can you help me?

RONR is a guide to procedure, not ethics.

If the membership foolishly ceded to the board its fundamental right to amend the bylaws, the board is free to amend the bylaws to reduce what's left of the membership's right to nothing.

Your best bet is to somehow elect board members who are willing to amend the bylaws to return the right (to amend the bylaws) to the membership. Good luck with that.

[Guest Loose]

RONR is a guide to procedure, not ethics.

If the membership foolishly ceded to the board its fundamental right to amend the bylaws, the board is free to amend the bylaws to reduce what's left of the membership's right to nothing.

Your best bet is to somehow elect board members who are willing to amend the bylaws to return the right (to amend the bylaws) to the membership. Good luck with that.

Thanks, Edgar. That helps, I guess.

[Guest Loose]

Thanks, Edgar. That helps, I guess.

But is it or is it not a violation of basic parliamentary law? Not your "perview"?

[Guest Edgar]

But is it or is it not a violation of basic parliamentary law?

Even if it was, bylaws supersede "basic parliamentary law" so, in a sense, bylaws can't violate parliamentary law or, perhaps more accurately, it doesn't matter if they do.

And, in fact, many organization are extremely "board-centric". For example, when I "join" the National Geographic Society, I suspect my "membership" is no more than a subscription to its (fine) magazine. I may be able to vote for the board but I doubt I'd have any input into the bylaws.

But stay tuned for other opinions. And, since it's a holiday weekend, be patient.

[J. J.]

Even if it was, bylaws supersede "basic parliamentary law" so, in a sense, bylaws can't violate parliamentary law or, perhaps more accurately, it doesn't matter if they do.

And, in fact, many organization are extremely "board-centric". For example, when I "join" the National Geographic Society, I suspect my "membership" is no more than a subscription to its (fine) magazine. I may be able to vote for the board but I doubt I'd have any input into the bylaws.

But stay tuned for other opinions. And, since it's a holiday weekend, be patient.

Well, the other opinion is that you're right. I was a member of the NGS for a number of years, and never voted for their board, nor saw a copy of their bylaws.

Some organizations are just a board.

However your bylaws set it up will completely supercede RONR.

[Tim Wynn]

Our bylaws allow the board to amend the bylaws with a simple majority vote. Our board has added a couple of clauses to the bylaws that allow it to:

1. elect directors to the board mid-year without the participation of the rank-and-file members;

2. with a simple majority remove people that were elected to the board by the rank-and-file members at the annual meeting and to keep these people off the board for a year after they kick them off.

It seems to me these clauses violate parliamentary law. They tread on member rights to hold office and impinge on the idea all votes are equal. The votes of members of the board (7 people) are standing in for the electorate (400 members). There are also no term limits on directors. These new clauses enable the old guard to keep their friends in and new blood out.

I'm having trouble finding cites in Robert's that point to the fundamental wrongness of this. Can you help me?

Here's a citation for the rightness of it:

"… an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules." - RONR (11th ed.), p. 10, ll. 22-25.

[Tim Wynn]

But is it or is it not a violation of basic parliamentary law? Not your "perview"?

Here's what the general parliamentary law has to say about it, but as previously mentioned, that yields to the rules of your organization.

"in any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void. Except in matters placed exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late." - RONR (11th ed.), p. 483, ll. 6-13.

[Guest Loose]

Here's a citation for the rightness of it:

"… an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules." - RONR (11th ed.), p. 10, ll. 22-25.

Right you are. Thanks.

(Somewhere I got the notion that underpinning state and federal law was parliamentary law and so if it was against Robert's Rules (also based on parliamentary law) it was probably against state/federal law.)