Action without a motion or vote

[Guest Jane]

At a recent meeting, one board member was directed to purchase some items (for an amount that is above the maximum that can be spent with only the chair's approval) without a motion or proper vote.  To clarify, I will use apples and oranges as an example.

 

Our group has provided oranges free of charge for its volunteers to hand out at the Signature Event for the past six years. (The Signature Event is defined by the handing out of oranges.) 

This, the 7th year, the board/staff neglected to secure the funding well ahead of the event but did manage to get $600 of the required $1000 at the last minute.  At the recent meeting, there was discussion as to whether to purchase twice the number of apples as they are cheaper than oranges.  Three of the four members present agreed with purchasing apples for $600.  The meeting continued and just before closing an additional $400 was garnered.  The fourth member, who did not agree with purchasing apples (because the handouts had been oranges for six consecutive years), suggested that the group could now purchase oranges because we had the required funding.  There was no motion or proper vote on either purchase.  One new member said apples were already decided.  The fourth member disagreed because the apples decision was made on $600 of funding and now that the $1000 required to purchase oranges was available, we could change the decision.

After the meeting, the board member ordered more than twice the number of apples required so that two apples could be handed out.  There was further input from several others, including the some very detailed background about the event from the person who initiated it six years ago, including the fact that changing from oranges to apples would cost our group in other areas (advertising changes, man hours, and essentially changing our Signature Event)  It should also be noted that the funding requests were to purchase oranges, not apples and that all of the discussion did not include all board members.  In light of this new information and with some discussion of some of more seasoned board members, the board member directed to make the purchase cancelled the apple order and purchased oranges.

 

As there was no actual motion to purchase apples (or oranges) was it okay for the purchaser to make the change?  Doing so has upset new board members, who perhaps did not understand the consequences of making the change. 

 

My personal feeling is that if the funding asked for money to purchase oranges, then oranges must be purchased and the apples should have never been discussed.

 

 

[Steven Britton]

Question: Was the meeting a board of directors meeting; if it was, about how many board members are there?

[Josh Martin]

At a recent meeting, one board member was directed to purchase some items (for an amount that is above the maximum that can be spent with only the chair's approval) without a motion or proper vote. To clarify, I will use apples and oranges as an example.

Our group has provided oranges free of charge for its volunteers to hand out at the Signature Event for the past six years. (The Signature Event is defined by the handing out of oranges.)

This, the 7th year, the board/staff neglected to secure the funding well ahead of the event but did manage to get $600 of the required $1000 at the last minute. At the recent meeting, there was discussion as to whether to purchase twice the number of apples as they are cheaper than oranges. Three of the four members present agreed with purchasing apples for $600. The meeting continued and just before closing an additional $400 was garnered. The fourth member, who did not agree with purchasing apples (because the handouts had been oranges for six consecutive years), suggested that the group could now purchase oranges because we had the required funding. There was no motion or proper vote on either purchase. One new member said apples were already decided. The fourth member disagreed because the apples decision was made on $600 of funding and now that the $1000 required to purchase oranges was available, we could change the decision.

After the meeting, the board member ordered more than twice the number of apples required so that two apples could be handed out. There was further input from several others, including the some very detailed background about the event from the person who initiated it six years ago, including the fact that changing from oranges to apples would cost our group in other areas (advertising changes, man hours, and essentially changing our Signature Event) It should also be noted that the funding requests were to purchase oranges, not apples and that all of the discussion did not include all board members. In light of this new information and with some discussion of some of more seasoned board members, the board member directed to make the purchase cancelled the apple order and purchased oranges.

As there was no actual motion to purchase apples (or oranges) was it okay for the purchaser to make the change? Doing so has upset new board members, who perhaps did not understand the consequences of making the change.

My personal feeling is that if the funding asked for money to purchase oranges, then oranges must be purchased and the apples should have never been discussed.

The board member's purchase was inappropriate and needs to be ratified at the next meeting, or he's on the hook for the expenses and may be subject to discipline. It seems to me that the board never authorized him to purchase anything, since there was no motion, no vote, and there was not unanimous consent. Some board members seem to think they authorized him to purchase apples. He certainly wasn't authorized to purchase oranges.

I'm afraid your personal feeling is off the mark. If oranges are requested, nothing prevents the board from purchasing apples instead.

[Curiosulus]

 

As there was no actual motion to purchase apples (or oranges) was it okay for the purchaser to make the change?

 

In a small board, "When a proposal is perfectly clear to all present, a vote can be taken without a motion's having been introduced." (RONR[11th ed.], p.488, l.9-10) The lack of a formal motion is not the problem; it's the lack of a vote or unanimous consent. The purchaser was not duly authorized to buy anything.