Board members making decisions between board meetings

[Louise]

Could someone please point me to a relevant secition of RONR that prohibits an individual board member - or a small group of individual board members - from making decisions in between board meetings, particularly when such decision undermines a decision made/motion passed by said board?

I know there must be something in there (probably early on), but I seem to be unable to locate it.

[Ann Rempel]

Could someone please point me to a relevant secition of RONR that prohibits an individual board member - or a small group of individual board members - from making decisions in between board meetings, particularly when such decision undermines a decision made/motion passed by said board?

I know there must be something in there (probably early on), but I seem to be unable to locate it.

.

See page 4.

[Gary c Tesser]

.See page 4.

(And hammered in, on p. 423.)

[Louise]

See page 4.

(And hammered in, on p. 423.)

Thank you. Here's hoping these references are clear enough to my fellow board members.

[George Mervosh]

(And hammered in, on p. 423.)

Hammered harder here:

" In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified—or at an adjournment of one of these meetings (pp. 93–94)—and at which a quorum (a majority of the total membership unless otherwise specified in the bylaws or established by the constituting power) is present. (See also Electronic Meetings, pp. 97–99.) The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. If action is taken on such a basis, it must be ratified (pp. 124–25) at a regular or properly called board meeting in order to become an official act of the board." RONR (11th ed.), pp. 486-487

[Louise]

Hammered harder here:

" In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified—or at an adjournment of one of these meetings (pp. 93–94)—and at which a quorum (a majority of the total membership unless otherwise specified in the bylaws or established by the constituting power) is present. (See also Electronic Meetings, pp. 97–99.) The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. If action is taken on such a basis, it must be ratified (pp. 124–25) at a regular or properly called board meeting in order to become an official act of the board." RONR (11th ed.), pp. 486-487

Ah, now *those* are beautiful words. Thank you so much, Mr. Mervosh.

Not-so-hypothetical situation: Suppose an individual or two had approved something that had *not* been approved by the entire board (instead, the board had been awaiting futher information before making a decision), and actions had been carried out by a third party based on the (verbal) approval given to him by those individual board members...

...Never mind. I suspect that goes beyond RONR and into legal territory.

[George Mervosh]

Ah, now *those* are beautiful words. Thank you so much, Mr. Mervosh.

Not-so-hypothetical situation: Suppose an individual or two had approved something that had *not* been approved by the entire board (instead, the board had been awaiting futher information before making a decision), and actions had been carried out by a third party based on the (verbal) approval given to him by those individual board members...

...Never mind. I suspect that goes beyond RONR and into legal territory.

RONR has served up Section 20 to deal with these things (and yes, there may be "legal" issues as well).

[Louise]

RONR has served up Section 20 to deal with these things (and yes, there may be "legal" issues as well).

Oh joy. Section 20. Dessert!

Of course the individuals in question are no longer on the board; it's the new board that is left holding the bag and cleaning up the mess they left behind.

[George Mervosh]

Oh joy. Section 20. Dessert!

Of course the individuals in question are no longer on the board; it's the new board that is left holding the bag and cleaning up the mess they left behind.

The membership can, if it wishes, still pursue disciplinary measures under Section 20. Removal from the Board is not the only punishment available to it. Or, just let it be. Their choice.

[Louise]

The membership can, if it wishes, still pursue disciplinary measures under Section 20. Removal from the Board is not the only punishment available to it. Or, just let it be. Their choice.

We're a rather forgiving lot, so we/they will probaby just let it be. But their choice indeed.

I guess I'll go spend some time reading Section 20.

[Gary c Tesser]

Ah, now *those* are beautiful words. Thank you so much, Mr. Mervosh.

Isn't he good?

Not-so-hypothetical situation: Suppose an individual or two had approved something that had *not* been approved by the entire board (instead, the board had been awaiting futher information before making a decision), and actions had been carried out by a third party based on the (verbal) approval given to him by those individual board members...

Remember that "amend something previously adopted" can be applied to actions that are not irreversible. (Though how it could be applied to something not-at-all previously adopted is an intriguing challenge.) And we Canads have made apologizing for what we are not responsible an art form.

(Edited)

[Josh Martin]

Remember that "amend something previously adopted" can be applied to actions that are not irreversible. (Though how it could be applied to something not-at-all previously adopted is an intriguing challenge.) And we Canads have made apologizing for what we are not responsible an art form.

Intriguing though it may be, it is not in order to apply Amend Something Previously Adopted to something that was not, in fact, adopted.

[Louise]

Isn't he good?

Yes; yes, he is.

Remember that "amend something previously adopted" can be applied to actions that are not irreversible. (Though how it could be applied to something not-at-all previously adopted is an intriguing challenge.) And we Canads have made apologizing for what we are not responsible an art form.

Intriguing though it may be, it is not in order to apply Amend Something Previously Adopted to something that was not, in fact, adopted.

So if a Board were to Amend Something Previously Adopted, even if that something had not been previously adopted but one or two board members (mistakenly) believed it to have been previously adopted, then wouldn't doing so in essence confirm/admit/concede that the Something that hadn't been adopted, had in fact been adopted previously (since the Board would now - by virtue of amending it - be treating it as if it had been adopted)?

Whew. Did that make *any* sense at all?

[Gary c Tesser]

So if a Board were to Amend Something Previously Adopted, even if that something had not been previously adopted but one or two board members (mistakenly) believed it to have been previously adopted, then wouldn't doing so in essence confirm/admit/concede that the Something that hadn't been adopted, had in fact been adopted previously (since the Board would now - by virtue of amending it - be treating it as if it had been adopted)?

You sure you don't write for television?

[Josh Martin]

So if a Board were to Amend Something Previously Adopted, even if that something had not been previously adopted but one or two board members (mistakenly) believed it to have been previously adopted, then wouldn't doing so in essence confirm/admit/concede that the Something that hadn't been adopted, had in fact been adopted previously (since the Board would now - by virtue of amending it - be treating it as if it had been adopted)?

No. The motion was still never adopted. All the board has conceded is that it doesn't know what it's doing.

[Louise]

You sure you don't write for television?

Not yet.

Do you think I might have a future in that?

[Louise]

No. The motion was still never adopted. All the board has conceded is that it doesn't know what it's doing.

Excellent.

Ya'll have been most helpful. Thank you.