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Board reaching a decision by email


bobby101

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Recently we had a serious matter at our Club regarding a decision on taking  disciplinary action against a member. The president initially had called a Board meeting to discuss the issue but then said she had heard from enough members (I guess via email and conversations) that the decision could be made and she cancelled the meeting. I believe I read in RONR that reaching a decision like this was not appropriate since it did not afford the Board members the ability to discuss,debate, and advocate for their point(s) of view. Is this correct and can someone give me the citation in RONR if this is correct? Thank you,bobby101

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Recently we had a serious matter at our Club regarding a decision on taking  disciplinary action against a member. The president initially had called a Board meeting to discuss the issue but then said she had heard from enough members (I guess via email and conversations) that the decision could be made and she cancelled the meeting. I believe I read in RONR that reaching a decision like this was not appropriate since it did not afford the Board members the ability to discuss,debate, and advocate for their point(s) of view. Is this correct and can someone give me the citation in RONR if this is correct?

 

Yes, it is correct. See RONR, 11th ed., pgs. 486-487.

 

There are some other issues, such as the fact that the President cannot cancel a meeting unless the bylaws so provide, and that the board can't discipline members unless the bylaws grant them that authority.

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Mr. Guest: Can you expand on your statement that, " it's very doubtful that your president has the authority to cancel a meeting." ?

  

Do your bylaws give your president the authority to cancel a meeting?

 

Maybe they do. But I doubt it.

 

. . . the President cannot cancel a meeting unless the bylaws so provide . . .

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Mr. Guest and Josh. Thanks for your quick response. Our by-laws do not give the President (or anyone else) the right to cancel a meeting. Our by-laws do not speak to canceling a meeting. Is your point that unless the by-laws state that the President has that right specifically (to cancel a meeting) , the President can't cancel a meeting? Does it therefore follow that the only rights the President has are those stated in the by-laws? I'm not trying to be argumentative, just to understand. bobby101

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. . . Our by-laws do not give the President (or anyone else) the right to cancel a meeting. Our by-laws do not speak to canceling a meeting. Is your point that unless the by-laws state that the President has that right specifically (to cancel a meeting) , the President can't cancel a meeting? Does it therefore follow that the only rights the President has are those stated in the by-laws? I'm not trying to be argumentative, just to understand. bobby101

Pretty much, yes, that is the situation.  The president has only those powers that the bylaws and the rules give him.  Unless the bylaws or a special rule give him the right to cancel meeting, he cannot do so.

 

Now, as a practical matter, if the president notifies everyone that he has cancelled the meeting, and if they take him at his word and nobody shows up, well, no meeting will take place.  But if a quorum shows up, they can have a field day with passing motions that the president or the other members might not approve of.  Those who do show up, even if less than a quorum, can also set an adjourned meeting for another day, such as the next night or next week.

 

Trying to cancel a meeting can be a dangerous thing unless there is a whole lot of trust and good will and agreement among the members.

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Mr. Brown: Unfortunately the issue that was being discussed was not one where there was a lot of trust and good will within the Board; it had to do the Board's response to some very serious allegations about the Board's actions that had violated  the by-laws and how the Board was responding to these charges. And there was some strong disagreement among Board members on how the matter should be addressed. Thanks for your response. bobby101

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Mr. Guest and Josh. Thanks for your quick response. Our by-laws do not give the President (or anyone else) the right to cancel a meeting. Our by-laws do not speak to canceling a meeting. Is your point that unless the by-laws state that the President has that right specifically (to cancel a meeting) , the President can't cancel a meeting? Does it therefore follow that the only rights the President has are those stated in the by-laws? I'm not trying to be argumentative, just to understand. bobby101

 

First of all, it helps to stop thinking primarily in terms of the rights of officers. Think, instead, in terms of their duties, since "An office carries with it only the rights necessary for executing the duties of the office ... " (RONR, 11th ed., p. 448)

 

Then note that, after describing the duties of a presiding officer, RONR (on p. 456) tells us that "All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (Emphasis supplied.)

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