Standing Rules

[Guest Maria]

Hi all,

 

I have a quick question.  The board of our association passed a motion to pay for 3 speaker dinners, but our standing rules only allow for 2 speaker dinners.  Does the board need to go before the membership to have this approved or can they bring a motion at the board meeting and only the board members vote?  Here is the text of the rule: 

 

PROGRAM CHAIR'S EXPENSES. At the President's direction, the Program

Chair shall be authorized to include expenses for the cost of a meal for a guest speaker if a

luncheon or dinner meeting is necessary before the program at a total cost not to exceed $35 per

speaker and not to exceed two speakers, and the Program Chair may choose to purchase

mementos for speakers, if appropriate.

 

It's my understanding that this needs to be approved by the membership and not just the board.  Thoughts?

 

Thanks.

 

Maria

[Josh Martin]

I have a quick question. The board of our association passed a motion to pay for 3 speaker dinners, but our standing rules only allow for 2 speaker dinners. Does the board need to go before the membership to have this approved or can they bring a motion at the board meeting and only the board members vote? Here is the text of the rule:

PROGRAM CHAIR'S EXPENSES. At the President's direction, the Program

Chair shall be authorized to include expenses for the cost of a meal for a guest speaker if a

luncheon or dinner meeting is necessary before the program at a total cost not to exceed $35 per

speaker and not to exceed two speakers, and the Program Chair may choose to purchase

mementos for speakers, if appropriate.

It's my understanding that this needs to be approved by the membership and not just the board. Thoughts?

The rule you've cited doesn't seem to address your question. It's clear that the President and Program chair are only authorized to pay for two guest speakers, but whether payment additional speakers needs to be authorized by the board or membership (or if it can be authorized at all) is not clear. I'd look through your bylaws, perhaps for rules regarding the board's authority more generally. The authority of the board will depend on your bylaws.

[Guest Maria]

Hi Josh, I'm confused by your response.  The rule states we can pay for 2 dinners; the board votes to pay for 3 dinners.  Can they do that without membership approval?  Thanks.  Maria

[Josh Martin]

Hi Josh, I'm confused by your response.  The rule states we can pay for 2 dinners; the board votes to pay for 3 dinners.  Can they do that without membership approval?  Thanks.  Maria

 

You say in your original post, and again now, that your rules only permit the society to pay for two dinners. If that is correct, neither the board nor the membership may adopt a motion to pay for three dinners, because this motion would conflict with the society's rules. If the society wished to pay for three dinners, it would need to amend the rule. If the membership adopted this rule, only the membership may amend it. If the board adopted the rule, the board or the membership may amend it.

 

The way the rule is actually written, however, I am not entirely certain that this is the only reasonable interpretation of the rule. The rule may be intended to provide that the President and Program Chair (who are actually mentioned in the rule) may pay for two dinners. That is, the rule would still allow for additional dinners to be paid for, but that would need to be authorized by the body with the authority to make such decisions. Since the rule provides no further guidance on this subject, I think that in this case, it would be necessary to refer to other rules of the society to determine whether the board would have the authority to make such a decision, or whether only the membership would have such authority.

 

I should probably mention at this point that questions of bylaw interpretation (or interpretation of other rules) are ultimately up to the society, and that you should see RONR, 11th ed., pgs. 588-591 for some Principles of interpretation.

[Richard Brown]

Maria, I agree completely with Josh Martin's response, but will try to make one of his points using different wording since his response seemed to leave you confused.

 

Whether your BOARD has the power to approve paying for the additional dinner depends on the powers given to the board by your bylaws.  Some bylaws give the board full power over the affairs of the organization between meetings of the membership and some bylaws give the board much less power.  The answer to that question will be found in your bylaws and it is your organization itself which must interpret those bylaws.  Interpreting bylaws is outside the scope of this forum.

 

The other part of Mr. Martin's answer relates to an interpretation of your "rule" on paying for dinners.  Although it is ultimately up to your organization to interpret its own rules, I personally interpret the rule the same way I believe Mr. Martin does....namely, that the rule doesn't prohibit paying for more than two dinners but simply authorizes the president and program chair to pay for UP TO two dinners without any additional authorization being necessary.  (I'm not trying to put words in Josh's mouth:  perhaps he was only pointing out that the rule is susceptible to more than one interpretation.  I personally interpret it the way I stated above).

 

Whether permission to pay for three dinners can be granted by the board or must be granted by the general membership will be determined by the power given to your board by your bylaws.

[Gary Novosielski]

Hi Josh, I'm confused by your response.  The rule states we can pay for 2 dinners; the board votes to pay for 3 dinners.  Can they do that without membership approval?  Thanks.  Maria

Once again, it's impossible to tell without reading the entire bylaws.

 

The rule does not state you can only pay for two dinners; it says you can only pay for two on the authority of the Program Chair and President alone.   Presumably, if you need to go beyond that authority there is some group that could authorize it. At least I hope so.

 

But from the fragment you've quoted, I can't know whether (a majority of) the full board could do that or not.   There's not enough information to know whether the board can suspend this standing rule, or even whether it needs to, since the standing rule does not appear to limit the power of the board--but rather to grant some limited power of the Program Committee (or at least its chair).