Topic not on agenda - binding vote taken???

[LTCVT]

If an item is not on a board meeting agenda and:

- it is a topic that affects all the members

- there has been no former discussion either at board meetings or in open membership meetings

- the 2 board members who represent that topic area are not able to be at a board meeting

- the item is put forth, discussed and voted on in the absence of the 2 relevant board members

Is that a binding decision? How can the situation be remedied?

This is an organization that is trying to get non-profit status, if that makes a difference.

Thank you!

[Guest Edgar]

As far as RONR is concerned, unless previous notice was required for this particular item of business, the fact that it wasn't on the agenda is of no consequence now. Your rules may vary.

But it's probably possible to re-visit the question by making a motion to Amend Something Previously Adopted (ASPA). That assumes, of course, that the motion was adopted.

[Bruce Lages]

Is that a binding decision?

IF the item in question is properly within the board's purview, and IF there was a quorum of board members present at a properly called board meeting, then yes, that is a binding decision.

How can the situation be remedied?

The board can amend or reverse its decision using the motion to amend something previously adopted, assuming the action has not already been carried out (see RONR, 11th ed. p.305). Also, unless the bylaws place this item exclusively within the control of the board, the membership can use the same motion to overrule or amend the board's decision.

[LTCVT]

Thanks for your opinions on this. Our board operates pretty loosely so I guess this is more a point of "do we want to respect one another's areas of interest and not do this again" than "does it meet specific Robert's Rules?". When the 2 board members in question brought up the subject at an open membership meeting, most of the members and the 2 board members were in agreement on the subject. Consequently, most members were pretty upset that 5 board members made the decision they did, affecting over 250 others who had a different opinion, for the most part. It will be on the agenda next board meeting, with both board members representing the topic in question present at the meeting.

[jstackpo]

The FIRST (although usually unspoken) rule of meetings is "Show Up". Your problem might not have come up had that rule been followed.

Your question and follow up note, however, does bring up a question. If an assembly adopts a motion, the association has spoken. Is that what happened when "most of the members and the 2 board members were in agreement on the subject."?

Unless you have rather unusual bylaws, a Board does not have the power to alter an association's decision; but the assembly, in the usual case, can amend what the Board decided in the first place. See "Official Interpretations" #12 & #13 here. So it isn't clear to me what, if anything, the Board can do about what the association has decided (if it actually did so, rather than just grumbling about the board's earlier decision).

[LTCVT]

"The FIRST (although usually unspoken) rule of meetings is "Show Up". Your problem might not have come up had that rule been followed."

Obviously most board members try to get to most meetings, including me, but the calendar for this board is set a year ahead of time. I have absolutely no influence over family members who decide on wedding dates 6 months after board meetings have been scheduled, so this is not a very useful comment. Sorry, in my household, family matters come before volunteer board meetings.

The officers would not allow the 50+ members to take a vote, even a straw poll, and I'm guessing that that was because most of the comments did not support the 5 board members' position on the topic. However, we 2 board members who believe that the organization should be transparent, were chastised for having brought the subject up at a meeting open to all 250 members...

[Guest Edgar]

The officers would not allow the 50+ members to take a vote . . .

That's good because, at a board meeting, only board members can vote.

As noted, the general membership is free to try to amend the motion adopted by the board. At a meeting of the general membership.

[jstackpo]

Sorry, in my household, family matters come before volunteer board meetings.

The officers would not allow the 50+ members to take a vote, even a straw poll, and I'm guessing that that was because most of the comments did not support the 5 board members' position on the topic. However, we 2 board members who believe that the organization should be transparent, were chastised for having brought the subject up at a meeting open to all 250 members...

WHAT!!??!! Family coming before meetings!! What is the world coming to?

As for your being "chastised"... as a member of the organization you are free to make whatever motion you wish (that is more or less relevant to the purposes of the association) at the organization's meetings.. But be sure you DO make a motion, rather than just voicing an opinion, or whatever.

But as Edgar pointed out, it isn't entirely clear what sort of meeting was in process - who was meeting? Board, or general membership? - when all this came about.

[Gary Novosielski]

The officers would not allow... even a straw poll,

That's good, because straw polls are prohibited, too.

[LTCVT]

The meeting where the 2 co-directors brought the subject up was at a general membership twice-a-year business meeting. This did not happen at a board meeting that happened to be attended by 50 general members.

It will be brought up at the next board meeting under "Amend Something Previously Adopted (ASPA)".

Thanks for the feedback everyone.

[Guest Edgar]

If an item is not on a board meeting agenda . . .

The meeting where the 2 co-directors brought the subject up was at a general membership twice-a-year business meeting. This did not happen at a board meeting that happened to be attended by 50 general members.

I trust you can see how your initial statement gave the impression you were talking about a board meeting.

It will be brought up at the next board meeting under "Amend Something Previously Adopted (ASPA)".

It's doubtful the board can amend a motion that was adopted by the general membership.

[Tim Wynn]

The meeting where the 2 co-directors brought the subject up was at a general membership twice-a-year business meeting. This did not happen at a board meeting that happened to be attended by 50 general members.

It will be brought up at the next board meeting under "Amend Something Previously Adopted (ASPA)".

Thanks for the feedback everyone.

To follow up on what Edgar mentioned, see RONR (11th ed.), p. 483, ll. 6-9, which states "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."

[Gary Novosielski]

It will be brought up at the next board meeting under "Amend Something Previously Adopted (ASPA)".

If it is, it will be null and void.

[Guest Nancy N.]

LTCVT, on 01 December 2012 - 02:25 PM, said:

If an item is not on a board meeting agenda . . .

View PostLTCVT, on 03 January 2013 - 12:03 PM, said:

The meeting where the 2 co-directors brought the subject up was at a general membership twice-a-year business meeting. This did not happen at a board meeting that happened to be attended by 50 general members.

I trust you can see how your initial statement gave the impression you were talking about a board meeting....

Probably because he (she?) was. It looks to me, based on posts #1 and 4, that the first meeting, at which the 2 board members broached the proposal, was a membership meeting ("When the 2 board members in question brought up the subject at an open membership meeting, most of the members and the 2 board members were in agreement on the subject"); and that the subsequent meeting, at which those two were absent, and at which the proposal was adopted, was a board meeting ("that 5 board members made the decision they did,").

IN which case, the board can indeed amend something it had adopted previously (unless, of course, that adoption was in illegal conflict with something that the general membership had adopted earlier. That is not clear).

Also, I emphatically suggest changing the rules that establish meetings a year in advance without the possibility of re-scheduling when things come up. Poster LXVVT is not the only one on Earth who might have family matters. Dr Stackpole himself is doubtless sensitive to such things; probably sometimes he might sometimes have family matters of his own, or be descended from Cro-Magnons who did.

Oh, and LCTVT, if you become legally non-profit, maybe you better tighten up. (Not a lawyer, not practicing law.)

However, we 2 board members who believe that the organization should be transparent, were chastised for having brought the subject up at a meeting open to all 250 members...

Okay, now. Who chastised you? Was this really in accordance with the rules prescribing civil discourse? And what about this meeting open to 250 members (and 50 + showed up, yes?), do you mean a board meeting that allows the general membership to attend? Do you think the general members had any rights other than to sit quietly and listen, unless your organization's rules specifically provide different?

c.t. 5. Imagine if I were an OP, facing this.

[George Mervosh]

After 14 posts I don't have a clue as to what the facts are here. I didn't mind reading them at $4.51 an hour but I was hoping not be clueless in the New Year......alas, I am.