Jump to content
The Official RONR Q & A Forums

board action requiring membership approval


Bruce Lages
 Share

Recommended Posts

I've searched for previous threads on this topic, but without success.

Consider a bylaw provision that states "The board shall, with the approval of the membership, determine the amount, if any, of the fees to be charged for the use of the club's facilities."

The question that arises from that provision as written is whether the  membership is limited to only approving or rejecting the amount proposed by the board, or if the membership may also amend the amount proposed by the board before voting to approve. It's not entirely clear to me whether the bylaw as written grants exclusive authority to the board to set the dollar amount to be proposed, in which case a rejection by the membership means the board must go back and decide on a different amount and then submit a new proposal for membership approval.

I realize that the ultimate answer is going to be that the organization will have to interpret its own bylaws to settle this issue, but I'd appreciate any opinions or feedback from our members here who might have experienced a similar scenario or who may have found something in RONR that might be relevant. 

Link to comment
Share on other sites

If the membership is going to have the final say in this matter then it makes no difference to me whether they reject the board's suggestion and remand the issue any number of times until the membership is happy with the suggested value, which could get slightly irritating, or whether the membership cuts to the chase and adopts the resolution having inserted its desired value.

If a similar topic is not found on this forum then it suggests to me that it is highly likely that most if not all organizations simply deal with issues such as this as if the resolution proceeded from a committee and the assembly cuts to the chase by amending the resolution and then adopting it without further ado. But that is just a guess.

Link to comment
Share on other sites

We do see plenty of threads where the President makes appointments which must be approved by the board or membership.  In these cases, only the President may submit a name for approval.  The entity approving doesn't just cut to the chase and choose someone whose name has not been submitted to them for approval.  Unless I'm missing something here only the board can submit an amount for approval.  Yes, it may get tedious if the board's determinations are constantly rejected, but I don't think the membership can take the initial fee determination(s) out of the board's hands.  The membership either approves it or they don't.   

I do agree with Zev that bylaw interpretation may come into play here.  

Edited by George Mervosh
Added last sentence.
Link to comment
Share on other sites

On 9/5/2021 at 3:24 PM, Bruce Lages said:

I've searched for previous threads on this topic, but without success.

Consider a bylaw provision that states "The board shall, with the approval of the membership, determine the amount, if any, of the fees to be charged for the use of the club's facilities."

 

If this really is a bylaw interpretation question, then the membership has the power to amend, because the membership gets to interpret the bylaws.

I would wonder if the board's actions, generally, could be rescinded or amended by the membership. 

Link to comment
Share on other sites

On 9/7/2021 at 4:02 PM, J. J. said:

I would wonder if the board's actions, generally, could be rescinded or amended by the membership. 

I don't read anything in this thread which would make me think that the membership could not.

On 9/7/2021 at 3:59 PM, George Mervosh said:

Unless I'm missing something here only the board can submit an amount for approval.  Yes, it may get tedious if the board's determinations are constantly rejected, but I don't think the membership can take the initial fee determination(s) out of the board's hands.  The membership either approves it or they don't.

Why couldn't the membership adopt a motion instructing the board to return with a specific recommendation?

This is a longer way of getting to Guest Zev's endpoint, which I agree with.

Link to comment
Share on other sites

On 9/5/2021 at 3:24 PM, Bruce Lages said:

I've searched for previous threads on this topic, but without success.

Consider a bylaw provision that states "The board shall, with the approval of the membership, determine the amount, if any, of the fees to be charged for the use of the club's facilities."

The question that arises from that provision as written is whether the  membership is limited to only approving or rejecting the amount proposed by the board, or if the membership may also amend the amount proposed by the board before voting to approve. It's not entirely clear to me whether the bylaw as written grants exclusive authority to the board to set the dollar amount to be proposed, in which case a rejection by the membership means the board must go back and decide on a different amount and then submit a new proposal for membership approval.

I realize that the ultimate answer is going to be that the organization will have to interpret its own bylaws to settle this issue, but I'd appreciate any opinions or feedback from our members here who might have experienced a similar scenario or who may have found something in RONR that might be relevant. 

My own view of it (absent anything else in the bylaws shedding light on the subject) is that this bylaw provision confers exclusive authority on the board to determine what, if any, fees will be charged for the use of the club's facilities, but that any such determination, in order to become effective, must be approved by the membership. The membership, when considering a motion to approve any such determination, will have no power to change the amount submitted by the board for approval. If the membership fails to grant its approval, the fee situation will remain unchanged, although the board can submit another proposal to the membership for its approval. 

Link to comment
Share on other sites

Thanks to all for their comments. I had suspected that the interpretation expressed by George and Dan was the appropriate one, based on the somewhat analogous process for nominations to a committee by the chair in 50:13c, where the membership has veto power over the chair's suggested nominees but cannot name their own nominees. In this case, the inability to amend is clearly not any great imposition since the chair, by definition, is present and can quickly substitute another name for one the membership rejects. In the situation I described, a rejection by the membership ensures a drawn out process since the board will have to reconvene at a properly-called meeting in order to adopt a different amount to present to the membership at a subsequent properly-called meeting. I suppose it might be possible for the board to agree beforehand on several amounts, so that if one is rejected, a different amount could be proposed immediately. Does anyone see a problem with that approach?

It is understood that expediency, while a valid consideration, is not the sole or even primary basis for bylaw interpretations. As suggested by J.J., the membership does have the authority to interpret this bylaw statement so as to give themselves the right to change the board's proposal, but it seems clear that a clarifying bylaw amendment would be the better way to accomplish that goal.

Thanks again to all.

Link to comment
Share on other sites

On 9/8/2021 at 1:46 PM, Bruce Lages said:

Thanks to all for their comments. I had suspected that the interpretation expressed by George and Dan was the appropriate one, based on the somewhat analogous process for nominations to a committee by the chair in 50:13c, where the membership has veto power over the chair's suggested nominees but cannot name their own nominees. In this case, the inability to amend is clearly not any great imposition since the chair, by definition, is present and can quickly substitute another name for one the membership rejects. In the situation I described, a rejection by the membership ensures a drawn out process since the board will have to reconvene at a properly-called meeting in order to adopt a different amount to present to the membership at a subsequent properly-called meeting. I suppose it might be possible for the board to agree beforehand on several amounts, so that if one is rejected, a different amount could be proposed immediately. Does anyone see a problem with that approach?

I see no particular problem with this approach.

It would seem to me that another potential solution (assuming the board and membership are both willing to cooperate) would be as follows:

1) At the board meeting where the board originally sets an amount, adjourn to meet at the call of the chair.

2) If the membership rejects the amount, the membership then adopts a motion to recess and the chair calls the adjourned board meeting.

3) The board sets a new amount and again adjourns to meet at the call of the chair.

4) Rinse and repeat.

Link to comment
Share on other sites

On 9/8/2021 at 2:46 PM, Bruce Lages said:

Thanks to all for their comments. I had suspected that the interpretation expressed by George and Dan was the appropriate one, based on the somewhat analogous process for nominations to a committee by the chair in 50:13c, where the membership has veto power over the chair's suggested nominees but cannot name their own nominees. In this case, the inability to amend is clearly not any great imposition since the chair, by definition, is present and can quickly substitute another name for one the membership rejects. In the situation I described, a rejection by the membership ensures a drawn out process since the board will have to reconvene at a properly-called meeting in order to adopt a different amount to present to the membership at a subsequent properly-called meeting. I suppose it might be possible for the board to agree beforehand on several amounts, so that if one is rejected, a different amount could be proposed immediately. Does anyone see a problem with that approach?

This all seems to ignore the fact that maybe the membership thinks that no change at all should be made in the existing fee arrangement.

Link to comment
Share on other sites

Guest
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoji are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

 Share

×
×
  • Create New...