Orders (Instructions to Employees)

[Guest Chaim Stepelman]

There is a member of our board who is an employee of the organization.  His job is to report to the board regarding developments and ongoing activities of an affiliated organization.  He reports only once a year at the annual meeting, and the reports are quite sparse.  I would like to see more regular and substantial reports.  Would this be considered an, "Order"?  How would a motion such as this be phrased?

[jstackpo]

An initial aside:  I trust that the Board does NOT vote on the salary, perks, &c, of the employees.

RONR doesn't define or deal with an "order" to employees or members.  The board could, by majority vote, request or move, I suppose, that a board member become a committee (of one) and to report more fully on the relevant "affiliate" matters, but your employment agreements might get in the way of the Board requesting an employee to be more informative -- kind of micromanaging, I suppose.

And since, you say, the board member and the employee are one and the same, it seems hopelessly convoluted to me.  Many organization say, in bylaws, that an employee cannot be a board member.  Might be a good idea to follow their lead.

[Joshua Katz]

Is this a corporation? If so, there may be additional complications beyond the scope of this forum.

[Richard Brown]

Agreeing with Dr. Stackpole and Joshua Katz, I am a bit reluctant to wade in without knowing more about this situation. I will add, however, that at the time this board member makes his report, it is in order to ask questions about the report. That might be one way of obtaining more detail.

I also have a question: how did this particular person become a board member? Is he elected independently like the other board members or is he a board member automatically because of his position with the organization?

[Josh Martin]

3 hours ago, jstackpo said:

RONR doesn't define or deal with an "order" to employees or members.  The board could, by majority vote, request or move, I suppose, that a board member become a committee (of one) and to report more fully on the relevant "affiliate" matters, but your employment agreements might get in the way of the Board requesting an employee to be more informative -- kind of micromanaging, I suppose.

“In organizations with employees, the assembly or the board can give instructions to an employee in the form of an order, which is written just as a resolution except that the word "Ordered" is used in place of the word "Resolved." An example would be: "Ordered, That the steward obtain impoundment of all unauthorized vehicles found parked on the club premises." (RONR, 11th ed., pg. 110)

Edited November 13, 2018 at 03:04 PM by Josh Martin

[jstackpo]

I gotta wait until morning coffee sinks in before jumping in with assertions as to what is or is not in RONR.  Sorry.

[Guest Who's Coming to Dinner]

13 hours ago, Guest Chaim Stepelman said:

He reports only once a year at the annual meeting, and the reports are quite sparse.

How was this schedule established? I think you will be dealing, at a minimum, with a motion to amend something previously adopted.