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Forcing The Board's Hand


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Here is the situation. We have an Officer and member of our Board of Trustees who has flagrantly, with full knowledge of the by-laws of the organization, caused on several occasions the expenditure of funds over and above a level permitted by the by-laws without gaining the permission of the members of the organization. He has even made expenditures in conjunction with the Financial Secretary without even discussing the expenditures with the Board. This person is a very large human specimen, a bully, and an intimidator. He has lined the Board with his hand picked lieutenants who do his bidding. Members of the Board acquiesce to his agenda and cow before him in submission and fear reprisal should they oppose him save one former Board member who has been expelled by the Board on charges of violating the rules and laws of the organization, incidentally, brought by this officer . That is not germane and will be dealt with separately from this issue. I have gathered all the necessary facts and data to bring charges against this officer which he cannot deny. He is in an untenable situation. At the next monthly meeting I will bring charges against this officer for his removal from office and expulsion from membership as prescribed and permitted by the by-laws. As you can see we have a horrible situation existing in our administration. I intend to see this situation remedied. The by-laws state, and I quote, "The Board of Trustees MAY at any time during this interim period (between charges and hearing) CHOOSE to require the surrender of the membership badge from the accused member and enforce a temporary expulsion from club property and club activities." May and choose are the key words here. This officer has access to funds (cash money) of the organization and I don't trust him to have access to property of the organization. I don't trust the Board because of this officer's dominance and control of the board members to invoke the provisions of the by-laws previously mentioned. The question is, can I make a motion and have it approved by the members to override the Board's option and force them to invoke the by-laws? Sorry for the long dissertation. Makes for interesting reading though, doesn't it? Your comments and recommendations please.

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If the board has exclusive power in this area, the membership cannot compel them to do anything.  We can't interpret your bylaws here so their level of authority in this matter is unknown to us.  Furthermore, under the rules in RONR, one member cannot file charges against another, unless, of course your bylaws do permit it.

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The by-laws permit such charges. There is nothing in the by-laws that states they have EXCLUSIVE power in this area. What determines exclusive power?

 

Reading the bylaws in their entirety would help, but please don't post them here. The assembly ultimately decides these things if there is any real ambiguity.

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See the following quote from Robert's Rules of Order Newly Revised:

 

"Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late. It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." [page 483, RONR, 11th ed.]

 

-Bob

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Mr. Fish: Your first sentence, second line, what constitutes " if it is not too late" ? bobby101

I suspect Mr. Fish is referring to the fact that some motions can't be "undone", such as a motion to purchase a computer and printer for the club secretary if the motion has already already been carried out and the items have been purchased.  The motion has been fully executed.  Once the computer and printer have been purchased, it's too late to rescind or amend it. 

 

But, if only the computer has been purchased, and the society wants to amend the motion to exclude a printer and authorize only the purchase of the computer, it can do so because the portion of the motion dealing with the printer has not yet been executed.... the printer hasn't been purchased yet.  That portion of the original motion is unexecuted and can be rescinded or amended.

 

If neither the computer or the printer have been purchased, then the entire motion can be rescinded or amended.

 

Most ordinary motions that set policies and rules can be rescinded at any time because they have a continuing effect.

 

See the rules in RONR for the motion to Rescind or Amend Something Previously Adopted starting on page 305.

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