Board Meetings

[Guest ABCDave]

Our local Board of Directors has been told by our National Board of Directors that it is entirely up to us (the local BOD) to decide whether our regular board meetings will be open to our membership or not - that is, will our BOD meetings be "open" (to the general membership) or "closed" (routinely held in Executive Session).  This is not stated in the bylaws but it is understood as customary.  Our problem is this - at the last annual general membership meeting, a member proposed that all BOD meetings be "open to the public" - this motion was seconded, accepted and passed at that meeting.  At our next BOD meeting, a board member stated that the vote at the annual meeting was out of order because "it's not up to them - it's up to us".  He then moved to have all BOD meetings "closed" - and this was passed by majority vote of the board.  So - can the BOD vote to hold all regular meetings in Executive Session - or would this be considered altering a decision of the assembly?  I assume the Board can go into Executive Session anytime (like at the beginning of every BOD meeting?) - but can we vote to hold all regular meetings in secret after our membership has voted for us not to?

      

[Josh Martin]

Our local Board of Directors has been told by our National Board of Directors that it is entirely up to us (the local BOD) to decide whether our regular board meetings will be open to our membership or not - that is, will our BOD meetings be "open" (to the general membership) or "closed" (routinely held in Executive Session).  This is not stated in the bylaws but it is understood as customary.  Our problem is this - at the last annual general membership meeting, a member proposed that all BOD meetings be "open to the public" - this motion was seconded, accepted and passed at that meeting.  At our next BOD meeting, a board member stated that the vote at the annual meeting was out of order because "it's not up to them - it's up to us".  He then moved to have all BOD meetings "closed" - and this was passed by majority vote of the board.  So - can the BOD vote to hold all regular meetings in Executive Session - or would this be considered altering a decision of the assembly?  I assume the Board can go into Executive Session anytime (like at the beginning of every BOD meeting?) - but can we vote to hold all regular meetings in secret after our membership has voted for us not to?

 

As a general rule, I would say that the board is bound by the motion adopted by the general membership on this subject and cannot adopt a motion conflicting with it. Additionally, if the motion did indeed provide that all BOD meetings shall be "open to the public," and says nothing else on the subject, it would seem to me that the board cannot enter executive session at any time, let alone hold all regular meetings in secret. It may be prudent to ask the membership to amend this motion to provide for certain exceptions, as there will surely be some occasions where it is prudent for the board to meet in executive session.

 

With that said, however, you might want to do a bit of research into the basis for your national board's statement that "it is entirely up to us (the local BOD) to decide whether our regular board meetings will be open to our membership or not." It is possible that there is some rule on this subject in the bylaws of your organization or of your parent organization (or perhaps applicable law) on this subject.

[Guest ABCDave]

I have asked the national board for clarification but I am still waiting for a response - it's definitely not in the bylaws which I do have a copy of. 

The motion did state only that all BOD meetings would be "open to the public" - but it was explained (by the president) that the board would still retain the right to go into Executive Session if it was decided (by the board) that there was a specific reason to do so. 

 

[Josh Martin]

The motion did state only that all BOD meetings would be "open to the public" - but it was explained (by the president) that the board would still retain the right to go into Executive Session if it was decided (by the board) that there was a specific reason to do so. 

 

It still seems preferable for the motion to actually state this, but I suppose if most people continue to accept this interpretation of the motion, it should be okay.

[Guest ABCDave]

Thanks for such a fast response

You help to make this forum a terrific resource!

[Kim Goldsworthy]

. . . local Board of Directors . . .

. . . our National Board of Directors . . .

. . .annual general membership meeting, . . .

Dave,

You have 3 bodies intertwined.

No one knows the relationship, and the power split, between the 3 bodies.

No one can advise you on which body has power without reading 2 sets of bylaws (viz., national and local).

 

If Robert's Rules applies, and no bylaw interferes, then the general membership is superior to a board, by definition.

That's the easy part.

 

But as soon you grant a power to a board, or as soon as you are an affiliate of a national/international organization, then all bets are off.

There could be an infinite number of possible splits-of-power between the three parties.

 

As soon as you have two sets of bylaws involved, then the chances of the plain-vanilla parliamentary rule of Robert's Rules of Order applying simply and clearly -- drops to near zero.

[Richard Brown]

. . .  Our problem is this - at the last annual general membership meeting, a member proposed that all BOD meetings be "open to the public" - this motion was seconded, accepted and passed at that meeting.  At our next BOD meeting, a board member stated that the vote at the annual meeting was out of order because "it's not up to them - it's up to us".  He then moved to have all BOD meetings "closed" - and this was passed by majority vote of the board.  So - can the BOD vote to hold all regular meetings in Executive Session - or would this be considered altering a decision of the assembly?  . . . .

When you look at your bylaws, you need to look for not just language about whether board meetings are open to the general membership, but a statement of the powers of the Board vs the general membership.  The precise wording of such a statement is very important.  Such a statement will probably clarify whether the board is subject to orders from the general membership.

 

It will  help you to understand this if you read Official Interpretations 2006-12 and 2006-13 re the power of an assembly to give orders to the board and whether the board has the power to countermand action taken by the membership. 

 

As Josh Martin and Kim Goldsworthy have explained, unless your bylaws make the board superior to the assembly and give the board pretty much sole and exclusive power over the affairs of the society, the rule in RONR is that the board is subordinate to the general membership and the board is subject to orders and direction from the general membership. 

Keep in mind that the precise wording is important. 

 

Here is a link to Official Interpretation 2006-12.  No 2006-13 is right below it.  http://robertsrules.com/interp_list.html#2006_12

 

Edited to add:  These provisions in RONR may also help you to understand the division of power between the general membership and its board:

 

From page 482:

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another."

 

And from page 483:

" 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 (see p. 577, ll. 23–33). Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35)."