"Policies" vs Standing Rules

[Guest idsfa]

I'm on the Board of Trustees of a public-sector union that has adopted RONR as it's parliamentary authority.

The board has previously adopted a large number of "policies". These policies are sprawling documents that purport to govern everything from the conduct of board members, to the behavior of paid staff, to rules for the broader membership.These policies are traditionally adopted by the board by majority vote. One of these policies says that anyone wishing to add, change, or remove a policy must go through a policy committee, the members of which are all appointed by the president.

My understanding is that RONR does not have "policies", just bylaws, standing rules, and special rules of order. My organization's bylaws do occasionally reference "policy" or "policies", usually in conjunction with bylaws, but they don't actually define what a policy is, who has the authority to make them, or over whom they are binding. To further complicate matters, the board minutes never contain the text of any policy changes being voted on. The policy committee writes up a separate document outside the minutes for each policy, then the minutes reflect that the board voted. That makes it difficult to tell precisely what is being agreed to when, since the text of old policy isn't saved anywhere. It's also hard to tell what version of what policy is in effect when.

Questions:

1. To what extent are these policies valid?
2. If a given policy contains provisions that exceed the board's authority, is the whole policy void, or just the individual part?

[Josh Martin]

1 hour ago, Guest idsfa said:

To what extent are these policies valid?

To the extent that they are within the authority granted to the board by the society or by the bylaws and that they do not conflict with any rules of the society, including the parliamentary authority.

“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., pg. 482)

“The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above.” (RONR, 11th ed., pg. 486)

1 hour ago, Guest idsfa said:

If a given policy contains provisions that exceed the board's authority, is the whole policy void, or just the individual part?

I expect this may vary depending on the particular circumstances, but generally, I am inclined to think that just the part of the policy which exceeds the board’s authority is void.

Since we are told that there are “sprawling documents” of policies, I expect that a full review will be beyond the capacity of this forum, and it may be prudent for the organization to hire a professional parliamentarian to review this matter in more detail. The National Association of Parliamentarians and American Institute of Parliamentarians provide referrals.

1 hour ago, Guest idsfa said:

To further complicate matters, the board minutes never contain the text of any policy changes being voted on. The policy committee writes up a separate document outside the minutes for each policy, then the minutes reflect that the board voted. That makes it difficult to tell precisely what is being agreed to when, since the text of old policy isn't saved anywhere.

This practice should be corrected.

[Guest idsfa]

Would I be correct to interpret the policies as functioning as either standing rules or special rules of order, and being subject to the limitations RONR places on those?

The articles of association and bylaws say of the board’s authority:

Quote

The affairs of [organization] shall be managed by the Board of Trustees.

and

Quote

 The Board of Trustees shall manage the internal affairs of [organization] and assure that [organization] policies are adhered to.

I’m a bit concerned that the ambiguous nature of those two statements, and whether they may be interpreted by current board members to give the board the ability to use “policy” to ignore the limits of standing rules or special rules of order.

[Josh Martin]

30 minutes ago, Guest idsfa said:

Would I be correct to interpret the policies as functioning as either standing rules or special rules of order, and being subject to the limitations RONR places on those?

Yes, the “policies” as described appear to be a mix of special rules of order and standing rules, and are subject to the rules and limitations associated with such rules. Whether a particular rule is in the nature of a special rule of order or a standing rule depends on what the rule pertaining to.

”The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise.” (RONR, 11th ed., pg. 15)

“Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society. An example of such a rule might be one setting the hour at which meetings are to begin, or one relating to the maintenance of a guest register.” (RONR, 11th ed., pg. 18)

31 minutes ago, Guest idsfa said:

I’m a bit concerned that the ambiguous nature of those two statements, and whether they may be interpreted by current board members to give the board the ability to use “policy” to ignore the limits of standing rules or special rules of order.

I do not think that these rules, in and of themselves, would empower the board to adopt rules which would conflict with the bylaws or adopt rules which may be adopted only in the bylaws. Is that what you mean by “ignore the limits of standing rules or special rules of order?”

[Guest idsfa]

Yes, that’s what I meant, thanks! This has been helpful.