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DebbieinFL

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Hello! An issue of the authority of Trustees to act without specific membership approval on a matter has arisen and there is a difference of interpretation among our organization so I am requesting your opinions to see if this authority has been overstepped or not.

In our organization our constitution/bylaws state that our Trustees are "the officers of the legal entity incorporated under the laws of" our state. It further states that "the trustees shall be the governing officers of said corporation, which shall execute all deeds, debentures, mortgages, liens, transfers, leases and othe legal documents through such corporate name upon approval of same by a majority vote of the membership..." Our organization has also decided that the Trustees will act as our Insurance Committee with the task of overseeing all matters regarding property/liability insurance.

Recently our organization's insurance company dropped our coverage so the Trustees went immediately to searching for a suitable replacement agent. In their search they found that in order to secure similar insurance our organization would have to agree to have all its volunteers and any paid staff submit to background checks, which is not our current practice for volunteers. The Trustees signed the agreement with this insurance agent/company without consulting with the membership, thereby obligating any person who wished to be a volunteer to submit to these background checks.

In addition the Trustees are preparing a process in which before a person can be approved to serve, they would have to either submit and pass a background check, or have their name checked off an "already approved" list of volunteers. The background check's information would be viewed by only one person in our organization (the President) who would then say whether the person passed the check or not, and have their name placed on the "approved" list. Currently the constitution/bylaws state that a person is elected to serve by "a majority vote of the membership present at a business meeting." The process put forth by the Trustees would of course now be adding additional layers not provided for in the bylaws.

So, my question is twofold: in the reading of the Trustees and their duties as referenced above, number one, did the Trustees have the authority to obligate our membership to submit to background checks for the purpose of securing this new insurance plan/coverage without receiving specific endorsement to do so, and, secondly, do they have the authority to require the new process by which volunteers would be eligible to serve?

Thank you.

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Would it be too difficult to request what page this information is found using the 10th Edition of RONR?

So there is no opinion about this ssue that anyone can offer? I realize that we need to act based on our society's experience but had hoped for some general advice/opinions based on the given scenario.

I think I found it on page 570 "Some principles of Interpretation"

You found it!. Now go out and get the 11th edition!

We are not without "opinions", BTW, (far from it) but this B-Board deals with RONR (mostly, except when it goes off the rails) not individual bylaws.

(boilerplate follows...)

If you anticipate that you might

have continuing parliamentary

difficulties or problems you

might want to get in touch with

a real live professional

parliamentarian in your area

(not virtual ones like us)

for consultations.

Contact either (or both) the ...

National Association of Parliamentarians

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<<www.parliamentarians.org>>

or

American Institute of Parliamentarians

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Phone: 888-664-0428

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for a reference or information.

Or a strongly-held opinion!

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So, my question is twofold: in the reading of the Trustees and their duties as referenced above, number one, did the Trustees have the authority to obligate our membership to submit to background checks for the purpose of securing this new insurance plan/coverage without receiving specific endorsement to do so, and, secondly, do they have the authority to require the new process by which volunteers would be eligible to serve?

Speaking generally, consider this opinion:

Your board was authorized to sign the insurance contract requiring background checks for volunteers, paid staff, and officers. No parliamentary rule was violated in the first two instances since there is no inherent right to volunteer or right to be hired.

The requirement for background checks for officers is more problematic as it appears to be in conflict with (or in addition to) the requirements for holding office that appear in your bylaws. So if you follow your bylaws you may find that you're in violation of your insurance contract. To which RONR might say, "Not my problem".

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