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Guest Cassi Martin

Executive Board Meeting Minutes

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Guest Cassi Martin

I am the newly appointed President of a Ladies Club covering 700+ homes. The prior Board (executive board and standing committee chairs) conducted their last Board meeting just prior to the end of their term. In those minutes this Board has mandated that the Club from now on shall 1) only hold meetings in a certain location; 2) that all 50/50 proceeds be given to a certain charity; and 3) that the annual kick-off meeting only be a social event with no business discussed. These minutes are recorded and have been distributed to members of the prior Board. A courtesy copy was presented to me so I could be informed to the new "rules". These have not been distributed to the general membership. The new Board feels these stipulations are restrictive and need to be changed. Since some prior Board members have carried over to the new Board, I need to know how to address these mandates.

The Bylaws of our Club state that: The parliamentary procedure at the meetings of the Club and the Board meetings shall be conducted according to Robert’s Rules of Order based on moderation on the Club’s needs.

Questions are: 1) Does the new Board need to operate under the mandates created by a prior Board? 2) If so, is there a way for us to proceed to change these mandates? 3) If these mandates can be changed, what is the correct procedure for us to follow?

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First of all, does your board have the authority (under your bylaws) to make decisions and set policies in this manner? Number 3) especially sounds unlikely to be within a typical board's powers (i.e. to decide that a regular meeting will not be allowed to discuss business).

If the board was within its authority in adopting these motions, and if the motions have not been fully executed, then the board can certainly amend or rescind the previous decisions. The distinction between 'old Board' and 'new Board' is not a real distinction -- as far as the rules are concerned, there is only the Board (changes in membership don't matter in terms of the ability to revisit earlier decisions).

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Guest Cassi Martin

First of all, does your board have the authority (under your bylaws) to make decisions and set policies in this manner? Number 3) especially sounds unlikely to be within a typical board's powers (i.e. to decide that a regular meeting will not be allowed to discuss business).

If the board was within its authority in adopting these motions, and if the motions have not been fully executed, then the board can certainly amend or rescind the previous decisions. The distinction between 'old Board' and 'new Board' is not a real distinction -- as far as the rules are concerned, there is only the Board (changes in membership don't matter in terms of the ability to revisit earlier decisions).

I can find NO reference to "authority" in the Bylaws. The Bylaws define membership, dues (set by Exec Board), meetings (monthly meetings & Roberts Rules of Order), nominations & elections (how establish & operate), duties of officers, and definition of standing committees. What is meant by "motions fully executed"? If this refers to the "new" Board (using just for clarity) reviewing the last Executive Board Meeting Minutes and accepting the minutes as written, then the answer is no. Before doing this, I needed to ascertain if I should bring the minutes up for discussion and amendment in the next Board meeting. When are motions fully executed? If a Board discussion does not result in resolution/modification, may the Board not accept the recorded minutes and recommend that the general membership be communicated with so that a 2/3 vote of acceptance or rejection may undertaken?

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Guest Cassi Martin

I can find NO reference to "authority" in the Bylaws. The Bylaws define membership, dues (set by Exec Board), meetings (monthly meetings & Roberts Rules of Order), nominations & elections (how establish & operate), duties of officers, and definition of standing committees. What is meant by "motions fully executed"? If this refers to the "new" Board (using just for clarity) reviewing the last Executive Board Meeting Minutes and accepting the minutes as written, then the answer is no. Before doing this, I needed to ascertain if I should bring the minutes up for discussion and amendment in the next Board meeting. When are motions fully executed? If a Board discussion does not result in resolution/modification, may the Board not accept the recorded minutes and recommend that the general membership be communicated with so that a 2/3 vote of acceptance or rejection may undertaken?

A more direct question would be: What is my recourse?

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a motion fully executed means carried out to the end. For example, if you passed a motion to hire me to paint your fence for 50$, if I've already painted it and cashed the check, the motion was fully executed and it's too late to apply Rescind or Amend Something Previously Adopted. If the check has been cut, but I don't have it and haven't started painting, the motion's not yet fully executed and perhaps you can amend it.

IOW if the previous board passed these motions, the "new" board may be able to rescind or amend them, just as Trina said.

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I can find NO reference to "authority" in the Bylaws. The Bylaws define membership, dues (set by Exec Board), meetings (monthly meetings & Roberts Rules of Order), nominations & elections (how establish & operate), duties of officers, and definition of standing committees. What is meant by "motions fully executed"? If this refers to the "new" Board (using just for clarity) reviewing the last Executive Board Meeting Minutes and accepting the minutes as written, then the answer is no. Before doing this, I needed to ascertain if I should bring the minutes up for discussion and amendment in the next Board meeting. When are motions fully executed? If a Board discussion does not result in resolution/modification, may the Board not accept the recorded minutes and recommend that the general membership be communicated with so that a 2/3 vote of acceptance or rejection may undertaken?

Nothing I said has any bearing on how the minutes are handled. The minutes should be a true record of what was done at the meeting. If those motions you described were adopted, the minutes should accurately reflect that. The minutes should not be changed in a way that makes them inaccurate; moreover, changing the minutes does not in any way change what actually happened.

Going forward, if the board (with its current membership) does not agree with the adopted motions, and if those motions haven't been executed (in the way that TC clarified), then the board is free to amend or rescind the adopted motions. The motion to rescind or amend something previously adopted requires a higher voting threshold than a plain vanilla decision -- two-thirds vote without notice OR majority vote with notice OR majority vote of the entire membership (entire membership of the body that's doing the voting -- the board, in this case).

The other point I was trying to make is that some of the decisions that the board made might be invalid (null and void) in the first place, if the decisions went outside of the board's authority. Such decisions could be challenged by a point of order. However, if the current board members simply have enough votes to rescind or amend, that may be an easier way to present it to people.

I do think the board members would be well advised to look carefully at the bylaws, to see if they (the board) have the authority to make all of these kinds of decisions in the first place. Also, just as a comment, since the described motions all seem intended to control future actions, I'll hazard the opinion that none of them have been 'fully executed' at this point.

Edited by Trina

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Guest Cassi Martin

Does Roberts Rules of Order specify what constitutes a "quorum" for an Executive Board Meeting? The current executive board contains six persons: Secretary, Treasurer, one 2nd VP, two 1st VPs, and President.

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Guest Edgar

Oh-oh, it's a tie!! WWES?

He can't say anything while he's pulling his hair out.

At the very least, if you have two 1st vice-presidents then the next vice-president would be the 3rd, not the 2nd.

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