Guest D. Llama Posted March 17, 2017 at 07:08 PM Report Share Posted March 17, 2017 at 07:08 PM To what extent are carried motions of the members binding on an elected Board of Directors when the bylaws are entirely silent on this subject ? Are motions carried that the Board do "such and such" or the that the Association do "such and such" compulsory for the Board in the absence of specific authority- one way or the other . Certailnly motions carried at an annual meeting of members - can be viewed , as by way of "reccomnedation ", regardless of how directory they are - but are they binding ? The election of Directors under the bylaws , of course , are obligatory and must be complied with by all concerned, but what is the determining factor for member motions -carried - as to "recommendation " or "obligatory" - when bylaws entirely silent ? Thanks to anyone with some appreciation of this inquiry . D.Llama. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted March 17, 2017 at 07:14 PM Report Share Posted March 17, 2017 at 07:14 PM The board is, except in a few situations, subservient to the membership. The membership can impose rules on the board which the board must follow. Since the board is more involved with the running of the organization, and more familiar with the details, I believe it would be better to phrase them as recommendations. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 17, 2017 at 07:49 PM Report Share Posted March 17, 2017 at 07:49 PM And if someone wants to argue with this as to who is the boss, tell them to go read page 482, line 25ff. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 17, 2017 at 09:48 PM Report Share Posted March 17, 2017 at 09:48 PM Thank-you for these responses JK and Dr. JS . These seem an excellent place to start . And the RONR reference provided is most welcome - similarly , earlier identified on , p.9 line 16-18 . Certainly these responses ( all ) apply to "societies" - and since the posed question makes no differentiation as to the nature of the assembly - these responses fully answer .. However , is that answer applicable to all manner of assemblies? What if the assembly and Board are creatures of legislation - that is, brought into existence by law ( for example a food Co-Op permitted to exist under a general Co-Operatives law -and to make its own bylaws and to have an elected Board ) . If the bylaws are silent as to the authority of the members at a general meeting , save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then ? If the members carry a motion to purchase a ( say ) new truck at the AGM - must the Board comply or may it treat all such carried motions as -recommendation only- and not binding on the Board ? Thank-you. D.Llama Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 17, 2017 at 10:11 PM Report Share Posted March 17, 2017 at 10:11 PM The ultimate answer depends on the wording of the bylaws regarding the powers of the board. Unless the bylaws provide otherwise, the board is subservient to the membership and must comply with motions adopted by the membership. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 17, 2017 at 10:55 PM Report Share Posted March 17, 2017 at 10:55 PM 3 hours ago, Guest D. Llama said: To what extent are carried motions of the members binding on an elected Board of Directors when the bylaws are entirely silent on this subject ? Are motions carried that the Board do "such and such" or the that the Association do "such and such" compulsory for the Board in the absence of specific authority- one way or the other . Certailnly motions carried at an annual meeting of members - can be viewed , as by way of "reccomnedation ", regardless of how directory they are - but are they binding ? The election of Directors under the bylaws , of course , are obligatory and must be complied with by all concerned, but what is the determining factor for member motions -carried - as to "recommendation " or "obligatory" - when bylaws entirely silent ? It strains belief that the bylaws are "entirely silent" regarding the powers of the board, but in such a case, all motions adopted by the membership are fully binding upon the board, and the board has no authority to do anything without direction from the membership, unless something in a higher-level rule (such as applicable law) provides otherwise. The bylaws will generally say something about the powers of the board, however vague that statement might be. 1 hour ago, Guest D. Llama said: Thank-you for these responses JK and Dr. JS . These seem an excellent place to start . And the RONR reference provided is most welcome - similarly , earlier identified on , p.9 line 16-18 . Certainly these responses ( all ) apply to "societies" - and since the posed question makes no differentiation as to the nature of the assembly - these responses fully answer .. However , is that answer applicable to all manner of assemblies? What if the assembly and Board are creatures of legislation - that is, brought into existence by law ( for example a food Co-Op permitted to exist under a general Co-Operatives law -and to make its own bylaws and to have an elected Board ) . If the bylaws are silent as to the authority of the members at a general meeting , save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then ? If the members carry a motion to purchase a ( say ) new truck at the AGM - must the Board comply or may it treat all such carried motions as -recommendation only- and not binding on the Board ? RONR does say that in stock corporations, the board is the supreme authority, and the membership just gets the powers the bylaws assign them. Motions adopted by the members would just be recommendations. For all other organizations, the situation is reversed - the membership is the supreme authority, and the board only has such powers as the bylaws assign to it. The fact that the assembly and the board are "creatures of legislation" doesn't change anything so far as RONR is concerned, but the legislation in question may have its own rules on the subject, and such rules would take precedence. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 18, 2017 at 12:09 AM Report Share Posted March 18, 2017 at 12:09 AM And if the association is incorporated, then the laws relating to incorporation will most assuredly take precedence over RONR, whether the association is not-for-profit, a stock company, a co-op, or whatever. The law may give a "parliamentary authority" (e.g., RONR) some standing, but that will be for your lawyers to tell you about, not us. Quote Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted March 18, 2017 at 03:44 AM Report Share Posted March 18, 2017 at 03:44 AM 5 hours ago, Guest D. Llama said: Q1.) What if the assembly and Board are creatures of legislation - that is, brought into existence by law ...? Q2.) If the bylaws are silent as to the authority of the members at a general meeting , save for elections of directors , appointment of an auditor , and the allowance for an annual or special meeting - what then? As always: • If a law is in place which addresses the issue or the conflict, then what Robert's Rules of Order has to say on that same subject becomes moot. • If the bylaws are silent, but a law is in place which addresses the issue or the conflict, then what Robert's Rules of Order has to say on that same subject becomes moot. • If Robert's Rules of Order applies, i.e., there is no superior rule in place (like a BYLAW, or like a LAW) to gainsay the parliamentary authority, then the board is the inferior body to the superior general membership. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 18, 2017 at 04:54 PM Report Share Posted March 18, 2017 at 04:54 PM Thanks to all for the responses provided . In this circumstance the bylaws do provide the Board with authority over " policies and procedures for the Co- Op Association " , however, otherwise they are silent . And the bylaws do not provide for any specific rules set . The custom of the Board is to consider RONR if an issue arises but neither board ,nor members , have bound the CO-Op meetings to RONR in any fixed manner . So this is a 4th category, seemingly - not identified in the note from Kim G . All things considered it appears to be a ultimately a legal question- and not one answerable by parliamentarian authority - as noted, by Dr. JS -above . Thanks ; D.Llama Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 18, 2017 at 05:54 PM Report Share Posted March 18, 2017 at 05:54 PM 49 minutes ago, Guest D. Llama said: Thanks to all for the responses provided . In this circumstance the bylaws do provide the Board with authority over " policies and procedures for the Co- Op Association " , however, otherwise they are silent . And the bylaws do not provide for any specific rules set . . . . (Remainder of comment omitted) D.Llama, why don't you tell us exactly what the bylaws say about the powers of the board? Give us the entire statement, not a snippet or a paraphrase. Just because the bylaws grant a board authority in a certain area does not mean that the board has been granted exclusive Authority in that area. The rule in RONR about the general membership being superior to the board is not just a rule of order dreamed up by General Robert. It is a codification of long-standing common parliamentary law on the issue. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 18, 2017 at 10:01 PM Report Share Posted March 18, 2017 at 10:01 PM For sure Mr . Brown : Here it is : s. 15 "The Board of directors may enact such polices and procedures for the CO-OP Asscociation as are considered necessary for the successful operation of the CO-OP". I suppose this has wide implications in the absence of anything else - but it certainly does not provide a clear answer . Does this alone mean that the members at an annual an meeting are limited to election of the Directors , appointment of the auditor going forward ,are the calling of a special meeting . Those are the specific identified authority that the members have . BUT if, as you say ,there is relevant long-standing common parliamentary Law on this subject where is that to be found ? And when you refer to such common law are you referring to court cases which would create the common law- or otherwise ? I have " Parliamentary Law" by H.R. Robert ( 1923 ), but I understand that is not a book of the "common law "- it is a book done by the General . Where does one find that "long -standing parliamentary law " that you refer to ? Obliged for any response . D.Llama Quote Link to comment Share on other sites More sharing options...
J. J. Posted March 19, 2017 at 12:06 AM Report Share Posted March 19, 2017 at 12:06 AM 1 hour ago, Guest D. Llama said: For sure Mr . Brown : BUT if, as you say ,there is relevant long-standing common parliamentary Law on this subject where is that to be found ? And when you refer to such common law are you referring to court cases which would create the common law- or otherwise ? I have " Parliamentary Law" by H.R. Robert ( 1923 ), but I understand that is not a book of the "common law "- it is a book done by the General . Where does one find that "long -standing parliamentary law " that you refer to ? Obliged for any response . D.Llama One person described it thus: "In short, the general parliamentary law, is a broad, generally applicable, set of rules that apply to all assemblies, while parliamentary procedure refers to those rules dealing with a specific assembly or organization. General parliamentary law is general in nature; it is the broad rules that are generally in effect if the society adopts no conflicting rules." "Common parliamentary law" is synonymous "general parliamentary law." A codification or expression of these rules can be found in parliamentary authorities, like the current edition of RONR. Note: The terms "common parliamentary law" and "general parliamentary law" are not synonymous with the term "common law." Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 19, 2017 at 01:14 AM Report Share Posted March 19, 2017 at 01:14 AM Thank-you J.J. What "one person described it thus " is certainly of interest -but I do not see that it better resolves this Inquiry .Indeed RONR p. XXiX provides that RONR is "present day general parliamentary law". Mr Brown suggests that "general parliamentary law" has a long standing application to this subject . You ( J.J. ) identify RONR as such an authority - a statement of " general parliamentary law " . But this Co-op has never adopted RONR as an authority applicable to the Co-Op . The consider it when they please as a resource - they have not bound themselves to it . And the legislation concerned gives no place or acknowledgement of RONR ,or any other procedural work, as persuasive or binding . Mr Brown speaks of RONR as a "codification " of long standing parlimanatary law .But that does not seem to address the issue . Even if that is so - by what authority is it -that allows that this " general parliamentary law" applies to any situation other than one where the body concerned has actually adopted RONR as generally applicable . Can it bind a legislatively created entity to what it provides when the State or Federal legislature has not seen fit to say as much . The answer it would seem must come from expert legal advice , and not from RONR . But I remain interested and very open to any view that differs . Thank-you : D.Llama Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 19, 2017 at 01:47 AM Report Share Posted March 19, 2017 at 01:47 AM D. Llama, you do have a copy of RONR, don't you? If you don't have a copy, you really need one. You can find an excellent (and lengthy) discussion about "the common parliamentary law" (or "general parliamentary law") in the introduction to the 11th edition of RONR as well as in Chapter 1. The introduction starts on page xxix and gets right into the subject. I suggest you read the entire introduction as well as Chapter 1. You should then have a clear understanding of what we mean by "common parliamentary law" (and "general parliamentary law") and how it came to be codified in Robert's Rules of Order through the various editions as well as in other parliamentary manuals. Then, of course, in other chapters RONR goes into great detail about the powers of Executive Boards and the different language that can and should be used for varying grants of authority to them. RONR also makes it clear that a board has only those powers granted to it in the bylaws. There should be no doubt, absent some contrary provision in your bylaws or controlling law, that the boards of directors of most deliberative assemblies as discussed in RONR are subservient to the membership and must abide by the dictates of the membership. It is, of course, ultimately up to your organization to interpret its bylaws, but I have seen nothing that leads me to believe that the bylaws grant the board the EXCLUSIVE authority to promulgate policies and procedures for the organization. It is ultimately up to your organization to determine if it believes that the quoted language amounts to an exclusive grant of that power. I do not believe it does, but the decision isn't mine to make. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 19, 2017 at 05:15 AM Report Share Posted March 19, 2017 at 05:15 AM Mr. Brown : For sure I do have RONR- and have quoted from it on two occasions above . The reference you made to page XXiX and page 9 as well . And I have read those parts you have noted . However , in the result it seems things are much the same . RONR is in this instance is not adopted by the Co-OP nor is RONR by some act of legislation made applicable to this situation . RONR is no doubt a virtuous compilation of various parliamentary practices -known to" parliament " back as far the 13 th Century , England ( RONR p. XXXii ) . But that it therefore has some general application respecting an entity brought into being by the positive law , without adoption by the Legislature ,or body concerned ,is simply a stretch too far. RONR is not a book of the positive "law " onto itself, nor has it been made the general procedural law of the land by an Act of the State or the Federal Government . Grateful for all contributions . D.Llama Quote Link to comment Share on other sites More sharing options...
J. J. Posted March 21, 2017 at 01:42 PM Report Share Posted March 21, 2017 at 01:42 PM On 3/18/2017 at 9:14 PM, Guest D. Llama said: Thank-you J.J. What "one person described it thus " is certainly of interest -but I do not see that it better resolves this Inquiry .Indeed RONR p. XXiX provides that RONR is "present day general parliamentary law". Mr Brown suggests that "general parliamentary law" has a long standing application to this subject . You ( J.J. ) identify RONR as such an authority - a statement of " general parliamentary law " . But this Co-op has never adopted RONR as an authority applicable to the Co-Op . The consider it when they please as a resource - they have not bound themselves to it . D.Llama A parliamentary authority, or procedural rules may be established by repeated usage (p. 17, ll. 7-10). See also page 19. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 21, 2017 at 04:25 PM Report Share Posted March 21, 2017 at 04:25 PM Thank-you JJ for this reference and this would perhaps have some application but for the fact that this body has specifically chosen not to adopt RONR - but to consider it but a reference and guide when and as it pleases . But for sure a more benign approach to RONR, however ,might see the status mentioned on p 17, have some application .At least those of an assembly who felt that way ( where adoption was not declined ) could argue as much . Obliged . D.Llama Quote Link to comment Share on other sites More sharing options...
J. J. Posted March 22, 2017 at 04:25 AM Report Share Posted March 22, 2017 at 04:25 AM 12 hours ago, Guest D. Llama said: Thank-you JJ for this reference and this would perhaps have some application but for the fact that this body has specifically chosen not to adopt RONR - but to consider it but a reference and guide when and as it pleases . But for sure a more benign approach to RONR, however ,might see the status mentioned on p 17, have some application .At least those of an assembly who felt that way ( where adoption was not declined ) could argue as much . Obliged . D.Llama If the body is using it, then the rule on p. 17 applies. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 22, 2017 at 06:39 AM Report Share Posted March 22, 2017 at 06:39 AM Its very hard too see that JJ - when they only consider them from time to time- as they please for this and that point . and have specifically NOT adopted RONR . P 17 may apply when staus is given through a regular usage- one that is otherwise silent on adoption . That is seemingly context for p. 17 - a constructive adoption . But maybe we just read this differently ! Obliged D.Llama Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted March 23, 2017 at 06:39 PM Report Share Posted March 23, 2017 at 06:39 PM On 3/17/2017 at 3:08 PM, Guest D. Llama said: To what extent are carried motions of the members binding on an elected Board of Directors when the bylaws are entirely silent on this subject ? Are motions carried that the Board do "such and such" or the that the Association do "such and such" compulsory for the Board in the absence of specific authority- one way or the other . Certailnly motions carried at an annual meeting of members - can be viewed , as by way of "reccomnedation ", regardless of how directory they are - but are they binding ? The election of Directors under the bylaws , of course , are obligatory and must be complied with by all concerned, but what is the determining factor for member motions -carried - as to "recommendation " or "obligatory" - when bylaws entirely silent ? Thanks to anyone with some appreciation of this inquiry . D.Llama. It's very hard to understand the purpose of your posting this question here. "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another. . . . In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void. 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." The above paragraph seems to provide as clear an answer to your question as possible in the absence of a full accounting of the relevant laws and bylaw provisions applicable to the particular organization. "But oh, wait," you say -- "the assembly hasn't adopted RONR, so it doesn't need to abide by this paragraph." So why did you post the question? Is what someone says here on an Internet message board going to be of more authority? If so, then now it's been posted, so you have your answer. Quote Link to comment Share on other sites More sharing options...
Guest D. Llama Posted March 24, 2017 at 02:36 PM Report Share Posted March 24, 2017 at 02:36 PM What someone says on the forum may bring a new perspective to the an inquiry which may persuade one way or the other . Not always- but it does often happen and that makes this forum of considerable value .Going on the forum enriches in more than one way . it can provide a complete answer to an unknown or can help confirm a perspective or strengthen a view one way or the other . It can strengthen, weaken or set a new perspective entirely and it was quite helpful on this subject Mr SG . Thank -YOU : D.Llama Quote Link to comment Share on other sites More sharing options...
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