Membership Overruling the Board

[Mar]

Does the membership (this is a NY State non-profit) have the power to overrule a board decision in a membership meeting? To me this seems obvious & logical, since the membership owns the "company", elects for the board members, etc., so they should be the ultimate deciders. There is nothing in the by-laws that explicitly states this. Is there something in Roberts Rules that covers this?

[Gary Novosielski]

19 minutes ago, Mar said:

Does the membership (this is a NY State non-profit) have the power to overrule a board decision in a membership meeting? To me this seems obvious & logical, since the membership owns the "company", elects for the board members, etc., so they should be the ultimate deciders. There is nothing in the by-laws that explicitly states this. Is there something in Roberts Rules that covers this?

Yes, your instincts are correct.  Go to https://robertsrules.com/official-interpretations/ and scroll to OI 2006-13, which covers this exact situation.  (to reveal the answer, you must click on that number--yeah, I know...)

Edited May 7, 2021 at 03:07 AM by Gary Novosielski

[Alicia Percell, PRP]

The official interpretation in 2006-13 is predicated on a situation in which the board has, "full power and authority over the affairs of the Society between meetings of the membership."  So only rely on that opinion if that's true in your organization.

This is a very common organizational design, but if the organizational design were to be different, the answer could potentially be different.  Knowing how to answer this question really requires a careful look at the precise language of the bylaws which define the powers of the board and describe membership meetings.  It COULD be that the board has even more organizational control, and the membership meetings only have limited and enumerated powers such as electing board members.

 

[Joshua Katz]

Alicia, while I agree with your cautions, I would think it is fair to say that, if the rules in RONR are the rules that apply, then the membership may rescind or amend a board decision. Would you agree? If the bylaws say something else, of course, or higher-ranking rules do, then the answer will be different. But I do think that is the default.

And, just to be clear for the OP, I think you'll also agree that if the board has less than full power and authority over the affairs of the Society between meetings of the membership, then the membership can rescind or amend its decisions. It is only when it has more power than that that an issue arises. Do I have that right?

[Alicia Percell, PRP]

Joshua, yes, I agree.

This forum is aimed at answering questions about what RONR says, but the practical reality is that the people posing questions here are going to take the answers and apply them in their own real-world circumstances...which could include some (unknown to us) bylaw that changes the answer.  If they have a bylaw which clearly says something directly contrary to the default in RONR, then that's on them to know their bylaws and to disclose that sort of thing to us when posing the question.  But for some subjects like this, I think it is less obvious to non-parliamentarians that the details of the description of powers of the board could impact the answer.  Even when pointing to official interpretations, WE know to carefully watch the details in the posed question, but the general public is just less experienced and thus less likely to notice the fine nuances of the questions there and make sure it parallels their circumstance.

[Richard Brown]

Perhaps it will be helpful to point out that in addition to the caveats at the beginning of the forum, many of our regular contributors have "disclaimers" and caveats in their "forum signatures", but these disclaimers do not appear when viewing the forum posts on a cell phone.  They do appear when viewing the forum posts on a computer or laptop.  I don't know if they appear on tablets.

Mr. Novosielski has such a caveat or disclaimer addressing Alicia's concern appended to all of his forum posts, as do many of our regular contributors, but they do not appear when viewing the  forum with a cell phone.  I think it is a judgment call whether to manually type in (or dictate) a disclaimer that "this answer is applicable only if your bylaws or special rules of order do not provide to the contrary, etc.  It can be argued that such a short statement is not enough, but a longer statement can get rather tedious and will cause many of us to just stop answering lots of questions.  I guess it's a balancing act, but the forum itself does contain the pertinent disclaimer that unless specified otherwise, the answers provided are based on the rules in RONR and not on a particular organization's bylaws or rules. 

Unfortunately, we do not live in a perfect world.

One more point:  It does seem to me that perhaps the text of Official Interpretations 12 and 13 could be modified by the authorship team to make it clear that those interpretations apply only if an organization's bylaws do not give its executive board sole or exclusive authority over the affairs of the organization.

[Dan Honemann]

19 minutes ago, Richard Brown said:

One more point:  It does seem to me that perhaps the text of Official Interpretations 12 and 13 could be modified by the authorship team to make it clear that those interpretations apply only if an organization's bylaws do not give its executive board sole or exclusive authority over the affairs of the organization.

Each of those Official Interpretations contains this statement of fact:  "The executive board of our Society has full power and authority over the affairs of the Society between meetings of the membership."

I gather you believe that this fails to make it clear that the bylaws do not give the executive board "sole or exclusive" (is there a difference?) authority over the affairs of the Society at all times. I disagree. I think you are asking for a statement of the obvious.  

If the bylaws were to give the executive board exclusive authority over the affairs of the Society, the questions asked in those Official Interpretations most certainly would never arise. 

[Richard Brown]

57 minutes ago, Daniel H. Honemann said:

If the bylaws were to give the executive board exclusive authority over the affairs of the Society, the questions asked in those Official Interpretations most certainly would never arise.

Oh, I'm confident questions from the public on this issue would continue to arise, but at least the official answer would make it clearer to guests that the answer depends on the power the bylaws give to the board and that the bylaws must be consulted, much in the same way that the authorship team explains the importance of the exact bylaw language in FAQ #20 regarding removing officers from office. 

In fact, it seems to me that the type answer given to FAQ #20 is exactly the type answer that would be more appropriate, or more helpful, in Official Interpretations 12 and 13.

Edited to add:  The  answer to FAQ #20 starts off with "It depends" and then goes on to say it depends on what the bylaws say and gives the two pertinent scenarios.  That seems to me the best way to state Official Interpretations 12 and 13 as well.

Edited May 8, 2021 at 07:29 PM by Richard Brown
Added last paragraph

[Dan Honemann]

Okay.  🙂