An over-reach of authority? How to procede?

[BruceVIDA]

It is a matter of record in the approved February minutes of the General Membership meeting of our neighborhood association that a motion to adopt a proposed 2015 meeting schedule for both the Board of Directors and the General Membership was made and adopted by the General Membership.

 

Recently, someone brought my attention to an item on the association website that indicates that the May meetings have been rescheduled.  See here:  http://www.hnpca.org/#!meetings/c11tt

 

I was due to submit a committee report on the originally ratified date of May 18^th and am unavailable on the rescheduled date.

 

This morning, I submitted an email to the entire association leadership, my objection to this attempt to override the will of the General Membership in changing the dates of these meetings.

 

The Chairman of the Board responded in an email to me (and CC’ed to the rest of the leadership):

 

“Thanks for your interest Bruce.  Indeed we can and have changed the meeting dates and will give members ample notice of these changes. 

 

I’m sorry for your dismay but perhaps you should find another organization that more needs your conscientiousness.”

 

Nothing in our Bylaws allows this, and our parliamentary authority is listed as RONR.

 

I want a calm and measured response, but I’m not sure what that should be.  Is there something in RONR that I can quote back to the entire leadership<?>

 

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[jstackpo]

A starting point would be page 456, lines 25-28.   And check your bylaws of course to see if the Pres and Board have the authority to change meeting dates.    Setting meeting dates, when not done by the assembly in a meeting, is clearly an administrative duty, or power.

[BruceVIDA]

Excellent response, JD, and thank you!  Your reference is duly noted and read.  The Bylaws are silent on the authority to change the dates of the meetings.

 

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Perhaps I’m simple minded, but it appears to me that if the General Membership adopts a motion, and the results are recorded in the minutes of that meeting,  that nothing short of a new motion proposed and adopted at a General Membership meeting can change the original motion.

 

Am I missing some subtle point of procedure?

[jstackpo]

Perhaps I’m simple minded, but it appears to me that if the General Membership adopts a motion, and the results are recorded in the minutes of that meeting,  that nothing short of a new motion proposed and adopted at a General Membership meeting can change the original motion.

 

Am I missing some subtle point of procedure?

 

 

Move with all deliberate speed, however.  Although the bylaws may say nothing specific about the pres & board scheduling meetings, the sections detailing the authority of the board in general, may well hand that authority to the board when the association is not in a meeting.  See RONR p. 577, line 23ff and on the the next page, to see how this can be done.  Then compare with your bylaws with care.  But whether the board can override the assembly will be for you to figure out studying your bylaws.  Some Neighborhood, or Condo, bylaws I have seen essentially reduce the general membership to just an advisory capacity - the board runs the whole show (except elections of the board).

[BruceVIDA]

Ouch, JD!

 

Article IV section 1 states the following:

 

All affairs, property and funds of the Association will be under the control and management of the Board of Directors, who will deterine all matters of policy affecting the Association.

 

Is this a declairation of total autonomy by the Board of Directors?

[jstackpo]

Sure seems to be getting close...  But it clearly doesn't give the president the same powers that it gives the board.

 

This is getting into the realm of "bylaw interpretation" which, as you know if you have been hanging around here for more that 20 seconds, is up to the association to determine, with some "how-to" help found on p. 588.

 

Whether "affairs" and "policy" include setting meeting dates will be up to you, collectively, to figure out.

[Josh Martin]

<This portion of the message has been deleted by the moderator.>

 

 

Article IV section 1 states the following:

All affairs, property and funds of the Association will be under the control and management of the Board of Directors, who will deterine all matters of policy affecting the Association.

Is this a declairation of total autonomy by the Board of Directors?

In some societies, the membership is granted extremely limited powers, such as (for instance) to amend the bylaws, to elect the board, and to discipline the board and members. Other than the specified powers, the board exercises complete control over the society's affairs. In such a case, the only recourse for members who are not satisfied with the board is to elect different board members (or to amend the bylaws to change the balance of power between the board and membership). Based upon this additional information, it may well be that this is just such a society.

I concur with the previous responses, however, that without any statement in the bylaws which provides otherwise, a meeting scheduled by the general membership may not be changed by the board.

Additionally, as you post more and more of these questions, it is becoming increasingly clear that the issues your society faces are extensive, complex, and require a thorough review of the organization's rules and (perhaps) of applicable law as well. Such an undertaking is beyond the scope of this forum, and it may be necessary to consult a professional parliamentarian and/or an attorney if you wish to pursue these issues, and I think whether you wish to pursue these issues is a point you should seriously consider.

[BruceVIDA]

Your wisdom is greatly appreciated Josh. 

 

I may have led myself to the same conclusion during the past couple days of this excercise.  I wanted so much to help fix this association for the benefit of all my neighbors, but I'm beginning to see that I may not have the resources (either financial or emotional) to survive such an effort.

 

"Don't worry, be happy!"  --- Bobby McFerrin

[jstackpo]

And if you, BruceVIDA, want to consult with a pro-parliamentarian...

 

Contact either (or both) the ...

National Association of Parliamentarians
213 South Main St.
Independence, MO  64050-3850

Phone: 888-627-2929
Fax: 816-833-3893;  
e-mail: hq@NAP2.org  
<<www.parliamentarians.org>>

or

American Institute of Parliamentarians
618 Church Street, Ste 220
Nashville, TN 37219

phone: 888-664-0428
e-mail: aip@aipparl.org
<< www.aipparl.org >>


for a reference or information.  Both organizations offer training and contacts with local parliamentarians.

[SaintCad]

It seems the basic question is if the membership approved the schedule of meetings, can the board overrule that?  I say it is a situation that should be addressed at the next meeting by the membership.

[Richard Brown]

Both organizations offer training and contacts with local parliamentarians.

And NAP, in particular, has lots of local "units", especially in metropolitan areas, with monthly meetings and training.  As far as I know, they all welcome guests and new members.  Those local units are a great source of information and a way to meet people knowledgeable enough to perhaps be of help.