COVID-19 and emergency meetings

[Guest Silent Diver]

I am a member of a private, members only club in a state where the governor has issued an order to close all non-essential businesses due to the COVID-19 pandemic. In an effort to best decide how the club should proceed under this order the elected boards held a closed door emergency meeting. It was recorded, in a unanimous vote by the elected officials, for the safety of the club's members, member's guests and the safety of the general public, the club would follow the governor's order and close the facility until the order was lifted.

(It may or may not be worth noting that the meeting was held at a point in time where gatherings of people in excess of a specified number would have made it impossible for the membership to attend.)

The club, looking for clarification as to their essential / non-essential status at the urging of angry members, contacted the state house where it was confirmed that we in fact are considered to be non-essential.

With this written notification in hand the board has decided to uphold its initial decision of following the governor's order and remain closed until the order is lifted.

This created a rift in the club and some members have stated that the board had no authority to make this decision without the membership voting on the issue. Our by-laws clearly state that "The President shall have the authority to order or instruct when emergency actions are necessary."

Our club uses Robert's Rules as the foundation for conducting club business yet I have been unable to find anything within Robert's Rules to support either sides claim as to who may or may not be in error. Most of what I've read directs me back to the by-laws of the parent body.

Thank you in advance for and clarification or guidance 

 

Respectfully,

SD

 

[J. J.]

Without looking at your bylaws in full, the president appears to have the sole authority to take emergency action.   The board does not have this authority, but the president can certainly consult with them if he chooses to do so.

To answer the question fully, it would be necessary to review you in full.  You may contact either the American Institute or Parliamentarians or the National Association of Parliamentarians for a referral.

Several articles may be sufficient to explain the situation.  They are linked at the bottom of the first page of this thread: 

 

Edited April 16, 2020 at 04:11 PM by J. J.

[Atul Kapur]

I believe J.J. meant to say it would be necessary to review your bylaws in full.

What you'll find in RONR is that the amount of authority given to the board (or an officer) varies from one organization to another, so RONR doesn't give specific instructions but says (on p. 482)

Quote

the bylaws should . . .  define the board’s duties and powers
. . .
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.

 

[Josh Martin]

2 hours ago, Guest Silent Diver said:

Our club uses Robert's Rules as the foundation for conducting club business yet I have been unable to find anything within Robert's Rules to support either sides claim as to who may or may not be in error. Most of what I've read directs me back to the by-laws of the parent body.

Yes, that's pretty much what it comes down to.

"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)

I have no idea whether the board has the power in question since you haven't cited anything from your bylaws on what the board's powers are. The President might have the authority to take this action, since apparently the President "shall have the authority to order or instruct when emergency actions are necessary." I don't think anyone would argue over whether the current situation constitutes an emergency, so the only remaining question is what particular actions the President can (and cannot) take in the event of an emergency. It is ultimately up to the organization to interpret its own bylaws.

[Guest Silent Diver]

Thanks for the prompt responses.

I certainly understand what everyone is saying and I appreciate the feed back. 

I think things may have been a bit clearer if I have stated a few things differently.

I believe the president met with the the board and other elected officials to discuss the situation as a way to gauge concerns beyond his own and to have any ultimate decision appear to not be a unilateral move on his part. I would have to imagine the clear cut support received at the emergency meeting was the deciding factor for the president to use the authority granted to him in the by-laws to close the club. 

Our by-laws are very simple and easy to read without much wording that allows for differing interpretation. That being said if some were interested in looking at them I would be happy to send them.

Thanks again.

 

Respectfully.

SD

 

[J. J.]

You  will probably have to pay the individual for that service.