Robert’s Rules of Order

[Guest Carl]

 

What if 3 members of a Board totaling 13 have separate meetings from the other ten members, do not take or provide any minutes, and do not share with the other ten members specifics of the meeting with the other 10? Is this legal, is there a rule that says this is inappropriate according the Robert’s Rules of Order?

Also, if the Chair refuses to follow Robert’s Rules of Order during regular scheduled meetings when the Church Constitution states meeting follow Robert’s Rules of Order? 
 

Is there any potential liability for the above described?

 

[Rob Elsman]

Nothing in RONR prohibits three of thirteen members of an executive board from meeting and discussing the affairs of the society; however, business cannot be officially transacted at such a meeting, because it is not properly called and lacks a quorum.

[Guest Marie]

What’s qualifies as “business” in that scenario?

[Joshua Katz]

1 minute ago, Guest Marie said:

What’s qualifies as “business” in that scenario?

Decisions and actions on behalf of the organization. Anything that commits the organization to act a certain way. Or, to put it another way, the sort of thing that would be done by motion at a meeting.

[Josh Martin]

2 hours ago, Guest Carl said:

What if 3 members of a Board totaling 13 have separate meetings from the other ten members, do not take or provide any minutes, and do not share with the other ten members specifics of the meeting with the other 10?

As others have noted, members cannot conduct business on behalf of the board at such meetings, but no rule in RONR prevents people from gathering to simply discuss whatever matters they wish.

2 hours ago, Guest Carl said:

Is this legal, is there a rule that says this is inappropriate according the Robert’s Rules of Order?

Legal questions should be directed to an attorney. So far as RONR is concerned:

"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings—and at which a quorum (see 40:5) is present." RONR (12th ed.) 49:16

2 hours ago, Guest Carl said:

Also, if the Chair refuses to follow Robert’s Rules of Order during regular scheduled meetings when the Church Constitution states meeting follow Robert’s Rules of Order? 

This is an extremely vague question. As a general matter, if an organization has adopted Robert's Rules of Order as its parliamentary authority, then the organization is required to follow the rules contained therein except to the extent that the organization has adopted its own rules superseding RONR or if the organization suspends the rules in a particular case (where permitted).

Without knowing more specifics about the ways in which "the Chair refuses to follow Robert's Rules of Order," I don't think I can say any more than that.

2 hours ago, Guest Carl said:

Is there any potential liability for the above described?

Liability is a legal concept and such questions should be directed to an attorney.

1 hour ago, Guest Marie said:

What’s qualifies as “business” in that scenario?

To transact business primarily involves decision-making on behalf of the board, although it also includes some related matters such as formally giving reports of officers or committees, or giving notice of the intent to make a motion at a future meeting.

Suppose that at this informal meeting of three board members, the individuals discuss their views that the board should make a particular decision, but do not actually purport to make that decision on behalf of the board. The motion is then formally made at a properly called meeting of the board with a quorum present, and the full board can then choose to adopt it or not. There is nothing wrong with that so far as RONR is concerned.

On the other hand, suppose that at the informal meeting, the three board members took it upon themselves to actually make the decision in question in the name of the board, and then later represented this as the decision of the board, perhaps even taking steps to implement it. That would be a problem.

Edited March 25, 2021 at 03:18 PM by Josh Martin

[Gary Novosielski]

9 hours ago, Guest Carl said:

 

 

What if 3 members of a Board totaling 13 have separate meetings from the other ten members, do not take or provide any minutes, and do not share with the other ten members specifics of the meeting with the other 10? Is this legal, is there a rule that says this is inappropriate according the Robert’s Rules of Order?

Also, if the Chair refuses to follow Robert’s Rules of Order during regular scheduled meetings when the Church Constitution states meeting follow Robert’s Rules of Order? 
 

Is there any potential liability for the above described?

 

There is no problem as far as RONR is concerned.  If this is a public body, subject to the Sunshine Laws in your jurisdiction, there may be tighter requirements on who and how many can meet outside of the context of a proper meeting.  Bit in an ordinary society it violates no rule in RONR.

[Guest Carl]

Thank you very much