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Board member acting on their own


Guest Margaret
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Hello.

Can a board member (even, say, the chair) act on their own, without a motion/decision of the board behind their action?

And what if that action actually contradicts a previous board motion? 

Does Robert's Rules address this somewhere?

Thank you.

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And if the vice chair is of the opinion that the officers can do what they like, because ... they're the officers?

Refer to the bylaws (or have them identify where in the bylaws it says officers have those particular superpowers) and vote to discipline? 

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2 hours ago, Guest Margaret said:

Hello.

Can a board member (even, say, the chair) act on their own, without a motion/decision of the board behind their action?

And what if that action actually contradicts a previous board motion? 

Does Robert's Rules address this somewhere?

Thank you.

What do you mean by "act on their own"?  What kind of "action"?

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The board outlined a procedure to be followed in a specific situation and assigned the authority for that process to a designated individual some time ago.

The chair and the vice chair believe that they (as officers) have the authority to bypass that procedure and make decisions on their own, on a case-by-case basis. 

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Without knowing more, it's  still hard to give a definitive answer.  For example, if the bylaws grant the chair and vice chair the authority to do whatever is at issue, a motion which conflicts with that bylaw provision and attempts to assign that duty to someone else would be null and void as being in conflict with the bylaws.

In he normal situation, however, I would say that if the motion does not conflict with a higher level rule and assigns a particular duty or power to certain named individuals, others, including the chair and vice chair, would have not authority to act in lieu of those designated by the motion.

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13 minutes ago, Guest Margaret said:

The chair and the vice chair believe that they (as officers) have the authority to bypass that procedure and make decisions on their own, on a case-by-case basis. 

Well, the chair (and vice-chair) had better produce some documentation in the bylaws giving them that authority, before they get in trouble with the membership.  Mere "belief" ain't gonna cut it.

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12 hours ago, Richard Brown said:

Without knowing more, it's  still hard to give a definitive answer.  For example, if the bylaws grant the chair and vice chair the authority to do whatever is at issue, a motion which conflicts with that bylaw provision and attempts to assign that duty to someone else would be null and void as being in conflict with the bylaws.

In he normal situation, however, I would say that if the motion does not conflict with a higher level rule and assigns a particular duty or power to certain named individuals, others, including the chair and vice chair, would have not authority to act in lieu of those designated by the motion.

Thank you.

The bylaws only allow them to do the specific tasks assigned to them as well as business entrusted to them by the board. That's it.

 

12 hours ago, jstackpo said:

Well, the chair (and vice-chair) had better produce some documentation in the bylaws giving them that authority, before they get in trouble with the membership.  Mere "belief" ain't gonna cut it.

Yes, that was my thought as well. I'm hoping there are enough board members who don't see things their way.

Is there anything in Robert's Rules about board members not acting on their own ("going rogue")?

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2 hours ago, Hieu H. Huynh said:

They could be removed from office (see FAQ #20).

Is this grounds for such a drastic step? If so, is it because their actions can put the organization at significant risk?

Our bylaws do allow for the simpler method, but I expect that removing someone from office (or even simply making the motion to do so) would have a pretty negative effect on the members.

...on the other hand, allowing this to go on may well have at least as negative an effect. Sigh.

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Can someone verify my understanding that the following applies to this situation, as a board is a type of assembly?

RONR, 11th ed., states that a member may first attempt raising a point of order, which sounds like was was already done. A member may, after a ruling by the chair, then appeal the decision of the chair, throwing the question of order to the board. If the chair repeatedly ignores a point of order (that is not dilatory) repeatedly, the member can then ask if the point or order is well taken. The same can be then done if the chair ignores an appeal properly made and seconded (pp. 650-651)

"If the chair fails to act in accordance with the [board's] decision on an appeal...or otherwise culpably fails to perform the duties of the chair properly at a meeting,..." a member may move to "Suspend the Rules so as to take away from [the chair] the authority to preside during all or part of a session" (p. 651 l. 17-18; p.652, ll. 5-7). This requires 2/3-vote. This motion, if adopted, can remain in effect for only one session, though, and so it must be renewed at each meeting the effect is desired.

Beyond this action, the officer may be removed from office, as has been suggested.

See pp. 650ff for more.

*This all assumes your parliamentary authority is RONR. Your bylaws would supersede RONR, if there is a conflict.

Edited by Setemu
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10 minutes ago, Setemu said:

Can someone verify my understanding that the following applies to this situation, as a board is a type of assembly?

RONR, 11th ed., states that a member may first attempt raising a point of order, which sounds like was was already done. A member may, after a ruling by the chair, then appeal the decision of the chair, throwing the question of order to the board. If the chair repeatedly ignores a point of order (that is not dilatory) repeatedly, the member can then ask if the point or order is well taken. The same can be then done if the chair ignores an appeal properly made and seconded (pp. 650-651)

"If the chair fails to act in accordance with the [board's] decision on an appeal...or otherwise culpably fails to perform the duties of the chair properly at a meeting,..." a member may move to "Suspend the Rules so as to take away from [the chair] the authority to preside during all or part of a session" (p. 651 l. 17-18; p.652, ll. 5-7). This requires 2/3-vote. This motion, if adopted, can remain in effect for only one session, though, and so it must be renewed at each meeting the effect is desired.

Beyond this action, the officer may be removed from office, as has been suggested.

See pp. 650ff for more.

*This all assumes your parliamentary authority is RONR. Your bylaws would supersede RONR, if there is a conflict.

Thank you. Our bylaws do not permit board members to remove other board members; that would have to be done by members of the larger organization itself. 

And I would note that the actions that are being taken by the officers are occurring *in between* board meetings, not at the meetings themselves. 

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9 hours ago, Guest Margaret said:

Is this grounds for such a drastic step?

That is for the society to decide.

8 hours ago, Setemu said:

Can someone verify my understanding that the following applies to this situation, as a board is a type of assembly?

RONR, 11th ed., states that a member may first attempt raising a point of order, which sounds like was was already done. A member may, after a ruling by the chair, then appeal the decision of the chair, throwing the question of order to the board. If the chair repeatedly ignores a point of order (that is not dilatory) repeatedly, the member can then ask if the point or order is well taken. The same can be then done if the chair ignores an appeal properly made and seconded (pp. 650-651)

"If the chair fails to act in accordance with the [board's] decision on an appeal...or otherwise culpably fails to perform the duties of the chair properly at a meeting,..." a member may move to "Suspend the Rules so as to take away from [the chair] the authority to preside during all or part of a session" (p. 651 l. 17-18; p.652, ll. 5-7). This requires 2/3-vote. This motion, if adopted, can remain in effect for only one session, though, and so it must be renewed at each meeting the effect is desired.

Beyond this action, the officer may be removed from office, as has been suggested.

See pp. 650ff for more.

*This all assumes your parliamentary authority is RONR. Your bylaws would supersede RONR, if there is a conflict.

It does not appear to apply in this situation (yet) because the actions in question occurred outside of a meeting, although it is certainly possible that problems will arise when the board challenges the President on this issue.

But yes, a board may utilize the procedure noted above.

7 hours ago, Guest Margaret said:

Thank you. Our bylaws do not permit board members to remove other board members; that would have to be done by members of the larger organization itself. 

Only the society could remove the President from office, but the board could remove him from the chair for a particular meeting.

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1 hour ago, Josh Martin said:

It does not appear to apply in this situation (yet) because the actions in question occurred outside of a meeting, although it is certainly possible that problems will arise when the board challenges the President on this issue.

The actions in question (yes, occurring outside of meeting time) could cause significant issues with the society's insurance and liability. :(

Quote

But yes, a board may utilize the procedure noted above.

Only the society could remove the President from office, but the board could remove him from the chair for a particular meeting.

And then we would have to do the same with the Vice Chair, who is of the same opinion as the Chair. (As is the Secretary.) 

I sure hope this can get worked out at the board level.

Thank you. I sure wish people understood the limits of their authority, and the reasons for those limits.

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2 hours ago, Guest Margaret said:

And then we would have to do the same with the Vice Chair, who is of the same opinion as the Chair. (As is the Secretary.)

This could be dealt with in a single motion. The motion to suspend the rules and remove the Chair from presiding for the duration of the meeting may also specify who will preside instead.

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Unless your bylaws say otherwise, it is a crucial notion of board governance (and related matters) that members do not have any powers as individuals.  The power of a director consists (again, unless your rules say otherwise, which is fairly common) in voting on matters before the board.  

Think of how it would look if being a director brought along other powers.  If you have a 10 person board, the CEO would have 9 different bosses (assuming that the CEO is a board member).  The CEO would also have the same power as each of them.  This is both untenable and illogical.  

I bring this up because making points like this can, sometimes, help disabuse people of incorrect notions of their power.  I am not sure, under the facts described, whether that is the situation here or not.

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On 5/8/2018 at 12:47 PM, Joshua Katz said:

Unless your bylaws say otherwise, it is a crucial notion of board governance (and related matters) that members do not have any powers as individuals.  The power of a director consists (again, unless your rules say otherwise, which is fairly common) in voting on matters before the board.  

Think of how it would look if being a director brought along other powers.  If you have a 10 person board, the CEO would have 9 different bosses (assuming that the CEO is a board member).  The CEO would also have the same power as each of them.  This is both untenable and illogical.  

I bring this up because making points like this can, sometimes, help disabuse people of incorrect notions of their power.  I am not sure, under the facts described, whether that is the situation here or not.

Thank you. I totally understand and completely agree. I'm just not sure how to convince the chair and vice-chair, who  believe that they have the authority to make decisions in between board meetings, even if said decisions contravene a board motion to the contrary.

Is there a section in Robert's Rules that talks about board members not having any power as individuals (beyond what may be granted to them in the bylaws and by resolutions)?

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12 hours ago, Guest Margaret said:

Is there a section in Robert's Rules that talks about board members not having any power as individuals (beyond what may be granted to them in the bylaws and by resolutions)?

There is in the specific case of the President (presumably because Presidents are the most likely to be granted such authority and/or to incorrectly assume that they have such authority) and, in my opinion, that citation applies to other officers as well.

“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.” (RONR, 11th ed., pg. 456)

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On 5/10/2018 at 10:54 AM, Josh Martin said:

There is in the specific case of the President (presumably because Presidents are the most likely to be granted such authority and/or to incorrectly assume that they have such authority) and, in my opinion, that citation applies to other officers as well.

“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.” (RONR, 11th ed., pg. 456)

Thank you, Mr. Martin. 

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Guest Who's Coming to Dinner

If I were a board member, I would move to censure the Chair and Vice-Chair and direct them to strictly follow board policy in the future. That should be enough warning shot; if they become more defiant, perhaps they will step far enough over the line to be seen as a liability and removed by the general membership.

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