Board of Directors Decision/Action

[Guest Petz29]

Can the Board of Directors of a club make a decision that impacts the club without a majority membership vote?  

[J. J.]

5 minutes ago, Guest Petz29 said:

Can the Board of Directors of a club make a decision that impacts the club without a majority membership vote?  

Usually.  It will depend on what authority the bylaws give to the board. 

[Guest Petz29]

I have read the bylaws of the club and there is nothing I can find that could be used by the board to justify the action they took without asking for a membership vote.  What do you do in such a case other than questioning their motives?

[jstackpo]

Raise a point of order, or simply propose a motion rescinding the action (and maybe censuring the Board) at the next general membership meeting.   The members are in charge, not the board.

Stay away from "motives".  Your are not a mind reader. 

[Atul Kapur]

Without knowing what is in your bylaws, I would caution that questioning the motives leaves you open to being called to order and, worse, distracting from your actual argument. Page 392, lines 12-25 "Refraining from attacking a member's motives".

How about asking the board what provision they feel gave them the authority? Then you can make a motion of censure, if appropriate.

[Richard Brown]

2 hours ago, Guest Petz29 said:

I have read the bylaws of the club and there is nothing I can find that could be used by the board to justify the action they took without asking for a membership vote.  What do you do in such a case other than questioning their motives?

There is nothing in your bylaws saying something along the lines of "The Board shall have general supervision of the affairs of the Society between its business meetings"?   It will probably be in the section of the bylaws dealing with the Board.

[Josh Martin]

3 hours ago, Guest Petz29 said:

I have read the bylaws of the club and there is nothing I can find that could be used by the board to justify the action they took without asking for a membership vote.

Is there anything at all in your bylaws regarding the authority of the board?

3 hours ago, Guest Petz29 said:

What do you do in such a case other than questioning their motives?

Assuming it is in fact correct that the board exceded its authority, one or more of the following actions is generally taken in such a case:

• The society could ratify the board’s action.
• The society could declare the board’s action null and void.
• The society could censure some or all of the board members responsible.
• The society could remove some or all of the board members responsible from office. (see FAQ #20).

If the board acted within its authority, but the society disagrees with the action, the society could rescind the motion adopted by the board (unless your rules grant the board exclusive authority in this area).

[Joshua Katz]

9 hours ago, Guest Petz29 said:

I have read the bylaws of the club and there is nothing I can find that could be used by the board to justify the action they took without asking for a membership vote.  What do you do in such a case other than questioning their motives?

Motives have nothing to do with it. You question their powers, not how they choose to exercise them. The point is whether or not they have the power to take the action.

[Josh Martin]

17 hours ago, Joshua Katz said:

Motives have nothing to do with it. You question their powers, not how they choose to exercise them. The point is whether or not they have the power to take the action.

I am not certain of this sweeping admonition against addressing the board members’ motives. It is of course correct that if the decision before the assembly is whether to rescind the action, or whether to ratify the action, or whether the board has the authority to take the action in question, then it is of course inappropriate to question the motives of the board members. The motion (or the rules), not the board members, is the subject of debate.

If a motion is made to censure the board members or remove them from office, however, then I think their motives may well be germane to those questions. Since in this instance the board members themselves are the subject of the motion, the rule against questioning the motives of a motion maker does not apply. Caution must still be applied, however, as the rules of decorum are still in force.

Edited June 26, 2018 at 05:57 PM by Josh Martin

[Atul Kapur]

I see no exception in page 392, lines 12-18: "REFRAINING FROM ATTACKING A MEMBER'S MOTIVES. When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate." (emphasis added)

All of the mentions of censure in RONR refer to the actions of the person / group being censured.

[J. J.]

2 hours ago, Atul Kapur, PRP "Student" said:

I see no exception in page 392, lines 12-18: "REFRAINING FROM ATTACKING A MEMBER'S MOTIVES. When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate." (emphasis added)

All of the mentions of censure in RONR refer to the actions of the person / group being censured.

I think Josh is on the right track.  Page 344 would permit the wording of motions that would not normally be permitted in debate, in dealing with censure or disciplinary motions.  It follows that if the assembly, in that circumstance, can adopted a motion with language that attacks the subject, then they can discuss that motion. 

[Josh Martin]

On 6/26/2018 at 5:11 PM, Atul Kapur, PRP "Student" said:

I see no exception in page 392, lines 12-18: "REFRAINING FROM ATTACKING A MEMBER'S MOTIVES. When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate." (emphasis added)

All of the mentions of censure in RONR refer to the actions of the person / group being censured.

It seems to me, however, that the sentence “The measure, not the member, is the subject of debate.” is crucial in interpreting the meaning of the rule and, therefore, the rule may not be fully applicable if a member is the subject of debate.

If a motion is made to censure a board member or to remove him from office for some action he has taken, it seems to me that why the member took that action is absolutely germane to the question.

[Joshua Katz]

On 6/26/2018 at 12:55 PM, Josh Martin said:

I am not certain of this sweeping admonition against addressing the board members’ motives. It is of course correct that if the decision before the assembly is whether to rescind the action, or whether to ratify the action, or whether the board has the authority to take the action in question, then it is of course inappropriate to question the motives of the board members. The motion (or the rules), not the board members, is the subject of debate.

 If a motion is made to censure the board members or remove them from office, however, then I think their motives may well be germane to those questions. Since in this instance the board members themselves are the subject of the motion, the rule against questioning the motives of a motion maker does not apply. Caution must still be applied, however, as the rules of decorum are still in force.

Sure, but here is the question I was responding to:

On 6/25/2018 at 9:52 AM, Guest Petz29 said:

I have read the bylaws of the club and there is nothing I can find that could be used by the board to justify the action they took without asking for a membership vote.  What do you do in such a case other than questioning their motives?

I took this to mean what to do about the action, not to be about removing people from office or disciplining them. I agree that where a discretionary decision must be made on that, motives may properly be considered. By "it" I meant dealing with the board's action.