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Does the board exist as such at a meeting of the membership


Guest John
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51 minutes ago, Guest John said:

It there anything in RONR that indicates the board does not exist as a body at the AGM of the membership? 

Not in so many words, no. But it does appear to be rather obvious that two different entities cannot conduct business at the same time in the same place.

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1 hour ago, Daniel H. Honemann said:

 

Not in so many words, no. But it does appear to be rather obvious that two different entities cannot conduct business at the same time in the same place.

Yes, one would think so. Unfortunately we have a board that disagrees and believes it is the supreme authority, not the membership.
 

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6 minutes ago, Guest John said:

Yes, one would think so. Unfortunately we have a board that disagrees and believes it is the supreme authority, not the membership.
 

But who is or who is not the supreme authority has nothing to do with this. The fact remains that two different entities cannot conduct business at the same time in the same place.

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7 minutes ago, Daniel H. Honemann said:

But who is or who is not the supreme authority has nothing to do with this. The fact remains that two different entities cannot conduct business at the same time in the same place.

I know that, and you know that, but I'm quite certain our organization has a board that just doesn't have a clue and that believes it can control everything, even meetings of the membership. Here's hoping that the rest of the membership has some common sense.

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5 minutes ago, Guest John said:

I know that, and you know that, but I'm quite certain our organization has a board that just doesn't have a clue and that believes it can control everything, even meetings of the membership. Here's hoping that the rest of the membership has some common sense.

"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."  RONR (11th ed.), p. 482

We have no clue, nor can anyone here determine exactly what powers your board has as it relates to a meeting of the membership, because those powers are to be spelled out in your bylaws and perhaps other rules..  Mr. Honemann has stated twice now that the board and the membership cannot conduct business at the same time and place, regardless of the powers each has.

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9 minutes ago, Guest John said:

our organization has a board that just doesn't have a clue and that believes it can control everything, even meetings of the membership.

Well, it might help to refer those folks to pages 482-483 of RONR which make it plain that the board is subordinate to the membership unless your bylaws clearly provide otherwise.

You might also  refer them to Official Interpretations 2006-12 and 2006-13 on this website.  Here is a link to the first one.  The second one is right below it.  http://www.robertsrules.com/interp_list.html#2006_12

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4 hours ago, Daniel H. Honemann said:

 

Not in so many words, no. But it does appear to be rather obvious that two different entities cannot conduct business at the same time in the same place.

In theory, both bodies could meet at the same time in the same place, or a subset of the larger body.  It may not be advisable, but it could be done.

They may also be situations where the the board has exclusive authority to have some action, and it becomes necessary for the board to conduct business.  Bill Evans did opine that way, I think. 

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24 minutes ago, J. J. said:

In theory, both bodies could meet at the same time in the same place, or a subset of the larger body.  It may not be advisable, but it could be done.

I am a little bit puzzled as to why Mr. H is so adamant about this subject. I can imagine a special meeting of the assembly being called for the purpose of instructing the board to take some corrective action of some kind and the board president calling a meeting of the board for the same time and place. The assembly adopts a motions then the board president moves a motion to Recess which is adopted, the board then meets in full view of the assembly, considers the motion and adopts some measure, instructs the board president and adjourns. The regular presiding officer declares the recess over, the board president is recognized and gives the assembly its report very much in the fashion of a report by a committee of the whole. Probably the majority of interactions of this kind occur at different times and places but I fail to see any problems in any of this.

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7 minutes ago, Guest Zev said:

 I can imagine a special meeting of the assembly being called for the purpose of instructing the board to take some corrective action of some kind...

But we are told in the original post that this is the membership's AGM, not a special meeting called in order to instruct the board.

Edited by Tom Coronite
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15 minutes ago, Guest Zev said:

I am a little bit puzzled as to why Mr. H is so adamant about this subject. I can imagine a special meeting of the assembly being called for the purpose of instructing the board to take some corrective action of some kind and the board president calling a meeting of the board for the same time and place. The assembly adopts a motions then the board president moves a motion to Recess which is adopted, the board then meets in full view of the assembly, considers the motion and adopts some measure, instructs the board president and adjourns. The regular presiding officer declares the recess over, the board president is recognized and gives the assembly its report very much in the fashion of a report by a committee of the whole. Probably the majority of interactions of this kind occur at different times and places but I fail to see any problems in any of this.

Technically, they wouldn't be meeting at the same time.  I'm thinking of a situation where the board members are members of the assembly and, without leaving the meeting, have a meeting in the corner of the room.  The still participate in the assembly meeting, but they are also doing business in a board meeting.

IMO, it is not a good idea, but it can happened.  It is certainly something that would be exceptional. 

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22 minutes ago, Daniel H. Honemann said:

I'm quite certain that my friend Bill Evans never opined that an organization's membership and its board could conduct business at the same time and in the same place in the manner contemplated here. 

He said meeting during a convention.  He did write of it "during convention sessions,"  not while the convention was recessed or adjourned.  It is an interesting opinion (Parliamentary Opinions, Opinion 280.).  If the board meeting was able to be properly called, and not disruptive to the assembly, both meetings could happen at the same time and in, at least, overlapping  space. 

In a similar situation, a committee could meet while the assembly was meeting, in the same room (even a committee larger than one).

I think it would be cumbersome, and often not practical, but it could be done. 

 

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17 minutes ago, Tom Coronite said:

But we are told in the original post that this is the membership's AGM, not a special meeting called in order to instruct the board.

Yes, it is the AGM.

Yes, new board members should/need to be elected.

Thank you for the references and feedback. Hopefully the membership will listen to the words herein even if the board refuses to.

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