Extent of Board Authority

[Scott Fischer]

Board "A" adopts a resolution to recommend to the assembly that a resolution to do "X" be adopted.

The Executive Board, having been informed by Board "A" of their intent to recommend adopting resolution "X", adopts a motion to recommend amending "X" to the assembly.

At the meeting of the assembly Board "A" puts forth their recommendation. It is stated by the chair and a member of the Executive Board moves the recommendation to amend on behalf of the Executive Board.

A member raises a point of order  stating that the Executive Board has no authority to make recommendations and that the subject matter of resolution "X" falls under the responsibilities of Board "A".

The member is correct that the subject matter falls under the responsibilities designated to Board "A".

Under the Executive Board the bylaws read:

"The Executive Board shall meet to deliberate on matters to be presented to the assembly. Recommendations of the Executive Board are to be presented in the form of resolutions."

How would you have handled this point of order?

I would have ruled both points not well taken. My thinking is that the bylaws specifically state the Executive Board can make recommendations on matters to be presented to the assembly. So, if they are aware of a recommendation coming from another board and want to recommend amending it that is their prerogative.

Second, the bylaws do not state that the responsibilities of Board "A" are exclusively placed under the control of Board "A". That being the case, wouldn't another Board be allowed to recommend an amendment?

What do you think?

[Richard Brown]

What is “Board A”, what is it’s authority, and what role does it play in the governance of the organization? Is one of the two boards subservient to the other board? Is Board A truly a board or is it in the nature of a committee? Do you have a separate Board of Directors or is the executive board your Board of Directors?

[Atul Kapur]

If two "ordinary" members moved and seconded the amendment, would there have been any objection? In other words, is the resolution from Board 'A' amenable at all?

If it is amendable, then, as long as the mover and seconder of the amendment are members of the assembly, there is no problem.

The executive board has no authority, as the board, at the assembly of the membership. However, the members of the executive board still have their rights as members of the assembly, including the right to propose amendments.

[Josh Martin]

7 hours ago, Scott Fischer said:

A member raises a point of order  stating that the Executive Board has no authority to make recommendations and that the subject matter of resolution "X" falls under the responsibilities of Board "A".

 

7 hours ago, Scott Fischer said:

How would you have handled this point of order?

I don't think I have enough information to know how I would have handled this Point of Order. I do not agree with the member's claim that the Executive Board categorically "has no authority to make recommendations."

I have no idea whether it is correct that the subject matter of resolution X falls under the responsibilities of Board A or whether Board A has exclusive authority in this matter, since I have no idea what the subject matter of resolution X is or what the bylaws say concerning the responsibilities of Board A.

7 hours ago, Scott Fischer said:

Second, the bylaws do not state that the responsibilities of Board "A" are exclusively placed under the control of Board "A". That being the case, wouldn't another Board be allowed to recommend an amendment?

I don't think there is a general answer to this question. RONR does not really address the situation of multiple boards, except in the case of a subordinate Executive Committee, although that does not seem to be the case here.

I would note that, even in the event that it is correct that the Executive Board was unable to make a recommendation on this matter, the member could simply move the amendment in his capacity as an individual member of the assembly, and another member could second it.

[Scott Fischer]

Mr. Brown - Board "A" is the Board of Elders of a church. It is not subservient to the Executive Board. There is not a separate Board of Directors. 

Responsibilities of the Board of Elders include, "See to it that all services are conducted in such a manner as to avoid needless disturbance and to foster an attitude conducive to worship among those in attendance."

Recommendation "X" was a resolution from the Board of Elders to put out sign up sheets for Christmas Eve services as Covid has limited church capacity.

The Executive Board recommended amending by adding language to include a ticketing system to the sign up sheet. 

I agree that the members of the Executive Board could move the amendments in their capacity as individuals but I'm trying to figure why it would be out of order for the Executive Board to make a recommendation to amend as the Executive Board, especially given the language in the bylaws from my original post regarding the Executive Board responsibilities.

 

[Atul Kapur]

Because the Executive Board has no status at the assembly. Members of the Executive Board attend the assembly as individual members. Boards and committees make reports and recommendations to the assembly--and even those are done through a reporting member--but it requires an individual member to move the recommendation in the form of a motion.

This also applies to the Board of Elders. The Board of Elders's report will be made by a reporting member and that reporting member is the person who moves the recommendation in the form of a motion.

[Scott Fischer]

Atul, I agree and I didn't think I was conveying otherwise. Sorry for being unclear. 

The recommendations were moved by individual members of the respective boards. The point of order was that the Executive Board had no authority to make such a recommendation to amend. 

[Josh Martin]

1 hour ago, Scott Fischer said:

Mr. Brown - Board "A" is the Board of Elders of a church. It is not subservient to the Executive Board. There is not a separate Board of Directors. 

Responsibilities of the Board of Elders include, "See to it that all services are conducted in such a manner as to avoid needless disturbance and to foster an attitude conducive to worship among those in attendance."

Recommendation "X" was a resolution from the Board of Elders to put out sign up sheets for Christmas Eve services as Covid has limited church capacity.

The Executive Board recommended amending by adding language to include a ticketing system to the sign up sheet. 

I agree that the members of the Executive Board could move the amendments in their capacity as individuals but I'm trying to figure why it would be out of order for the Executive Board to make a recommendation to amend as the Executive Board, especially given the language in the bylaws from my original post regarding the Executive Board responsibilities.

I agree that, based upon the facts presented, the rules as written do not appear to prohibit the Executive Board from making the recommendation in question. The Executive Board has broad authority "to deliberate on matters to be presented to the assembly," which could conceivably include recommendations on any subject. While the language pertaining to the Board of Elders certainly appears to include making recommendations of this nature, it does not seem to me to prohibit the Executive Board from also making recommendations on this matter.

Furthermore, I would suggest that the practical effect of the ruling on the Point of Order is so inconsequential that I think the member should have refrained from raising it even if he was correct (which I do not think he is), since even if the point had been ruled well taken, the motion still could have been made and anyone who was paying attention would still know it was the recommendation of the Executive Board.

"In ordinary meetings it is undesirable to raise points of order on minor irregularities of a purely technical character, if it is clear that no one’s rights are being infringed upon and no real harm is being done to the proper transaction of business." RONR (12th ed.) 23:5

[Atul Kapur]

2 hours ago, Scott Fischer said:

I agree that the members of the Executive Board could move the amendments in their capacity as individuals but I'm trying to figure why it would be out of order for the Executive Board to make a recommendation

 

1 hour ago, Atul Kapur said:

Because the Executive Board has no status at the assembly.

 

1 hour ago, Scott Fischer said:

Atul, I agree and I didn't think I was conveying otherwise. Sorry for being unclear. 

The recommendations were moved by individual members of the respective boards. The point of order was that the Executive Board had no authority to make such a recommendation to amend. 

What I was saying is that the point of order is a waste of time. The fact that the individual proposing the amendment is a member of the executive board is immaterial. Even if it is stated that this comes from the executive board, that's irrelevant.