Board cannot act as a board

[Guest Mark Hammer]

In another topic thread, Edgar replied to the topic with, "No. The board has no business accepting or rejecting the choices of the general membership. In fact, the board wasn't even there. The board can only act as a board at a board meeting."

 

Can someone please supply me with page and line references to support "The board can only act as a board at a board meeting"?

 

Many thanks.

[Hieu H. Huynh]

See RONR 11th ed., pp. 486-487.

[Richard Brown]

Can someone please supply me with page and line references to support "The board can only act as a board at a board meeting"?

 

See RONR 11th ed., pp. 486-487.

The following provision from pages 486=487 is probably the key to what you are looking for:

 

"Under the general parliamentary law, business is transacted in large boards according to the same rules of procedure as in other deliberative assemblies. In smaller boards, these rules apply as far as practicable, with the exceptions noted below. 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 [page 487] 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."

 

Note that the phrase "in a regular or properly called meeting" RONR is referring to a meeting of the BOARD, not a meeting of the assembly or of a committee.  Committees can only act at properly called meetings of the committee.  Boards can act only at properly called meetings of the board.  The general membership can act only at properly called meetings of the general membership.   Board MEMBERS may be present at a meeting of the general membership if they are members of the society, but the board....as a board... is not present.  It is not a board meeting.  It is a meeting of the general membership.