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Board does not exist


Guest Gary

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In a prior discussion a contributor said that during meetings of a society the Board does not exist. Board members are regular members of the society no matter where they may sit. Could someone please direct me to the relevant RONR pages? Thank you.

I'm not sure there's an actual page reference (though stay tuned) but the general principle is that a deliberative assembly (such as a board or the general membership of an organization) can only conduct business at a proper meeting of that body. That is to say, a board can only conduct business at a meeting of the board. So it's not so much that the board doesn't "exist" at a meeting of the general membership, it's that the board, as a board, can't conduct any business there since it's not a board meeting. Similarly, if some board members (even all board members) happen to run into each other at a local restaurant, that would not constitute a meeting of the board and so the board, as a board, couldn't conduct any business (e.g. make any decisions) there.

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Two strong references (and please read them in their entirety in the book):

  • p. 482 ll. 25-26: "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide;....."
  • p. 486 l. 33: "In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified......."

It's not so much that the Board has gone out of existence, or that the officers of the society no longer hold their positions, but that The Board is not in session at a general membership meeting, and cannot act as such even if all Board members are in attendance. As is often the case, when the Board members are also members of the society, they are in attendance in that capacity (as general members), and can only act in concert with the other members as the larger body of the society.

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Thank you. Our Bylaws include:

Section I. Commodore: The Commodore shall be the Chief Executive Officer of the Club; he shall preside at all meetings of the Club and Board of Directors and see that all resolutions passed therein are carried into effect. He shall appoint all committees.

He or she runs Club membership meetings and the rest of the Board attend as Club members, not Board members because it is not a Board meeting, correct?.

Section V. Violation of Club Rules and Regulations: Disciplinary action by the board of directors maybe appealed by a signed petition of not less than 12 active members in good standing. Upon appeal the action must be referred to a special meeting of the membership. A two-thirds vote of the members present and voting at the special meeting will be required to set aside the action of the board of directors.

Does RRON support that the Commodore cannot "preside" or Chair a meeting to appeal the Commodore (and Boards) disiplanary action where the Comodore will be defending himself against the appeal? Thanks again.

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Thank you. Our Bylaws include:

Section I. Commodore: The Commodore shall be the Chief Executive Officer of the Club; he shall preside at all meetings of the Club and Board of Directors and see that all resolutions passed therein are carried into effect. He shall appoint all committees.

He or she runs Club membership meetings and the rest of the Board attend as Club members, not Board members because it is not a Board meeting, correct?.

Strike "runs" and insert "presides over", and I think you have this right.

Section V. Violation of Club Rules and Regulations: Disciplinary action by the board of directors maybe appealed by a signed petition of not less than 12 active members in good standing. Upon appeal the action must be referred to a special meeting of the membership. A two-thirds vote of the members present and voting at the special meeting will be required to set aside the action of the board of directors.

Does RRON support that the Commodore cannot "preside" or Chair a meeting to appeal the Commodore (and Boards) disiplanary action where the Comodore will be defending himself against the appeal? Thanks again.

What do you mean here when you say that the Commodore will be defending himself against the appeal? If he is the person being disciplined, then he certainly should not preside over the appeal. On the other hand, if you mean nothing more than that he presided over the meeting of the board at which the decision was made that is now being appealed, then the answer to your question is "no".

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...

What do you mean here when you say that the Commodore will be defending himself against the appeal? If he is the person being disciplined, then he certainly should not preside over the appeal. On the other hand, if you mean nothing more than that he presided over the meeting of the board at which the decision was made that is now being appealed, then the answer to your question is "no".

I think this is Gary's earlier thread on this subject:

http://robertsrules....from-the-board/

The Commodore apparently wasn't the person being disciplined (assuming this is indeed another thread about the same situation).

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I think this is Gary's earlier thread on this subject:

http://robertsrules....from-the-board/

The Commodore apparently wasn't the person being disciplined (assuming this is indeed another thread about the same situation).

Oh my. Had I been aware of that thread I never would have responded to this one. :)

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