Final decision in small non-profit

[Kay]

If a matter is discussed at a Board Meeting and the Board members vote to not do a specific thing and then that item comes up at a General Membership meeting, can the Board override a motion on the floor to do the exact thing that the Board voted NO on.  Or does the Board need to open discussion, get a motion from the floor, ask for a vote etc....  If the vote is a favorable majority is the Boards decision null and void.  

 

[Chris Harrison]

That depends on how the motion at the Board meeting was worded.  Was there a motion made to do something which was voted down?  Or was a motion made not to do something (RONR doesn't not recommend a motion be phrased that way) which was adopted?

Unless the bylaws give the Board the exclusive authority over that particular class of business the General Membership has the ability to overrule the Board's decision whether it is renewing and adopting the motion which was defeated at the Board meeting or Rescinding/Amending the motion the Board had adopted.  See Official Interpretation 2006-13.

[Atul Kapur]

I'm not sure that this first paragraph is true.

1 hour ago, Chris Harrison said:

That depends on how the motion at the Board meeting was worded.

Whether or not the general membership meeting can overrule a board decision (or direct the Board to take an action) depends on the bylaws, as Mr. Harrison states in the second paragraph. And the default, unless the bylaws say otherwise, is that the membership does have this authority.

I'm concerned about some of the assumptions behind this statement in the OP

1 hour ago, Kay said:

can the Board override a motion on the floor to do the exact thing that the Board voted NO on.  Or does the Board need to open discussion,...

The Board, as a group, has no powers at a general membership meeting. Members of the Board have only the same powers or authority as any other member at the meeting, assuming that the Board members are members of the organization. Yes, the Presiding Officer and Secretary are often the same for both the Board and the General Membership meetings, but no other board member has any rights beyond that of a general member at the general membership meeting.

[Joshua Katz]

1 hour ago, Kay said:

Or does the Board need to open discussion, get a motion from the floor, ask for a vote etc.... 

The board needs to do none of those things, because we're talking about a membership meeeting, not a baord meeting. The board is not even present as a board. The presiding officer should, unless the matter is under the exclusive control of the board, treat it like any motion. It is not out of order, unless the matter is under the board's exclusive control.

1 hour ago, Chris Harrison said:

That depends on how the motion at the Board meeting was worded.  Was there a motion made to do something which was voted down?  Or was a motion made not to do something (RONR doesn't not recommend a motion be phrased that way) which was adopted?

 

This raises a thought for me. What should a board do if they have a bylaw provision which says, on a given topic, the membership may not reverse board actions, and the board wishes to preclude action on something within that topic? It seems to me they can't do that, but is there a way?

[Atul Kapur]

I believe that the idea of motions needing to be worded in the affirmative is a should, not a must in RONR.

Either that or find some very creative wording. eg: "This board and organization absolutely, positively (= affirmatively) refuse to..."

[Josh Martin]

14 hours ago, Joshua Katz said:

This raises a thought for me. What should a board do if they have a bylaw provision which says, on a given topic, the membership may not reverse board actions, and the board wishes to preclude action on something within that topic? It seems to me they can't do that, but is there a way?

“A motion whose only effect is to propose that the assembly refrain from doing something should not be offered if the same result can be accomplished by offering no motion at all. It is incorrect, for example, to move "that no response be made" to a request for a contribution to a fund, or "that our delegates be given no instructions," unless some purpose would be served by adoption of such a motion. This could be the case, for example, if the membership of an organization wishes to make certain that a subordinate body, such as its executive board, will not take such action at a later date, or if the motion expresses an opinion or reason as to why no action should be taken.” (RONR, 11th ed., pgs. 104-105)

In the case of an organization which has a bylaw provision such as the one you mention, such a motion could be adopted by the board for the purpose of preventing the membership from taking action on the given topic.

Edited February 19, 2019 at 02:23 PM by Josh Martin

[Guest Zev]

I definitely would not like to be a board member and then get into a full-blown fight with the assembly. After all, they can impeach me, and the others, and get a new board. A little bit of humility might not be a bad idea.

[Guest Donald]

On 2/18/2019 at 3:49 PM, Atul Kapur said:

The Board, as a group, has no powers at a general membership meeting. Members of the Board have only the same powers or authority as any other member at the meeting, assuming that the Board members are members of the organization. Yes, the Presiding Officer and Secretary are often the same for both the Board and the General Membership meetings, but no other board member has any rights beyond that of a general member at the general membership meeting.

 

Is there a RONR source for this? I'm going to need to pull this out in a few weeks. Thank you!

[Josh Martin]

1 hour ago, Guest Donald said:

Is there a RONR source for this? I'm going to need to pull this out in a few weeks. Thank you!

Not specifically, but there is a general provision which states that the board can only make decisions at a board meeting.

”In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified—or at an adjournment of one of these meetings (pp. 93–94)—and at which a quorum (a majority of the total membership unless otherwise specified in the bylaws or established by the constituting power) is present. (See also Electronic Meetings, pp. 97–99.) The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. If action is taken on such a basis, it must be ratified (pp. 124–25) at a regular or properly called board meeting in order to become an official act of the board.” (RONR, 11th ed., pgs. 486-487)

Edited February 22, 2019 at 10:44 PM by Josh Martin

[Nathan Zook]

2 hours ago, Guest Donald said:

Is there a RONR source for this? I'm going to need to pull this out in a few weeks. Thank you!

"A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate."  RONR, 11th ed, pg 9, ll 14-17

"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 only has such power as is delegated to it by the bylaws or by a vote of the society's assembly referring individual matters to it." RONR, 11th ed, pg 482, ll 25-29

There are addition discussions advising as to how much power a board probably should have, but this is merely advice for the writing of the bylaws.

[Guest Who's Coming to Dinner]

8 hours ago, Guest Donald said:

Is there a RONR source for this? I'm going to need to pull this out in a few weeks. Thank you!

It's more a matter of there being NO RULE that a board can override some action at a meeting of the general members. If "the board" tries to pull such a stunt, raise a point of order and ask what rule permits such a maneuver.

[Richard Brown]

On 2/18/2019 at 4:04 PM, Kay said:

If a matter is discussed at a Board Meeting and the Board members vote to not do a specific thing and then that item comes up at a General Membership meeting, can the Board override a motion on the floor to do the exact thing that the Board voted NO on.  Or does the Board need to open discussion, get a motion from the floor, ask for a vote etc....  If the vote is a favorable majority is the Boards decision null and void.  

 

 Kay, have you looked at official interpretations 2006-12 and 2006-13 on the main website? Here is a link to 2006-12. 2006-13 is right below it: 

http://www.robertsrules.com/interp_list.html#2006_12

Edited February 23, 2019 at 10:37 AM by Richard Brown
Typographical correction