Decisions by a Partial Board

[Tomm]

Does RONR address what's required when a board only allows certain board members to take part in a decision?

A recent incident (retirement) required the board to interview and hire a new general manager. The board only allowed certain board members, (those with so called "more experience") to participate in the interview and hiring process.

Question: Can that just be arbitrarily decided by the board president or does there need to be some sort of ad-hoc committee formally established where the entire board made the decision of who, and how many board members will participate? 

[Joshua Katz]

The answer depends on the bylaws, but a likely answer is that they simply can't delegate the decision that way. They can ahve a committee make a recommendation though, probably.

[Richard Brown]

I agree with Mr. Katz.  Unless your bylaws provide for it, which is very unlikely, the president has no authority determine which board members can participate in various meetings and decisions.  The board itself cannot do that either, unless it is co create a committee to look into or handle the situation.  ALL members of the board are entitled to participate in ALL meetings, discussions, decisions, etc.  However,  unless this is a public body such as a school board or a city council subject to state open meetings laws, nothing prohibits some members from getting together on their own at Joe's Bar, Katie's Cafe or someone's home to discuss organization affairs.  They just cannot make any binding decisions in those informal gatherings.  ALL members have the right to be present for all decision-making meetings.

[Tomm]

Where might I find such requirements as stated in RONR? Please!

[Richard Brown]

12 minutes ago, Tomm said:

Where might I find such requirements as stated in RONR? Please!

Which particular requirements?

Edited to add:  If you are speaking of members' rights, such as the right to attend meetings, etc, look in the index under "Members' rights".  It will refer you to several sections reaffirming the right of members to receive notice of meetings, to attend meetings, to vote at meetings, etc.

Edited July 20, 2021 at 01:55 AM by Richard Brown
Added last paragraph

[Tomm]

2 minutes ago, Richard Brown said:

Which particular requirements?

That the entire board must decide who or how many members can make such a decision. And I assume by the virtue of a meeting with all the board members? The president can't simply make those types of decisions, he/she can only call for a committee with a certain number of members but that call must be in the form of a motion and the entire board gets to vote and decide?

Do I have that about right? 

[Gary Novosielski]

4 hours ago, Tomm said:

That the entire board must decide who or how many members can make such a decision. And I assume by the virtue of a meeting with all the board members? The president can't simply make those types of decisions, he/she can only call for a committee with a certain number of members but that call must be in the form of a motion and the entire board gets to vote and decide?

Do I have that about right? 

I think you've misread Mr. Brown's reply.  Neither the president nor the entire board may decide to exclude members from meetings.  The board may refer a question to a committee of less than the entire board, but committees do not have the power to act, but only to report back to the board, which retains the powers granted to it in the bylaws.

Business conducted at a meeting of which some members did not receive proper notice, or from which some members were excluded, would not be a proper action of the board, and the meeting would not be considered 'properly called'.