Aux Posted September 8, 2022 at 03:45 PM Report Share Posted September 8, 2022 at 03:45 PM Last month in Business Mtg the Secretary read a Resolution adopted by the Bd Of Directors. The president would not allow any discussion or questions in reference to the resolution. Members were not allowed to debate or question the resolution. Was this proper the the President to do and can the membership vote to Rescind the Resolution Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 8, 2022 at 04:30 PM Report Share Posted September 8, 2022 at 04:30 PM On 9/8/2022 at 11:45 AM, Aux said: Last month in Business Mtg the Secretary read a Resolution adopted by the Bd Of Directors. The president would not allow any discussion or questions in reference to the resolution. Members were not allowed to debate or question the resolution. Was this proper the the President to do and can the membership vote to Rescind the Resolution It depends to a great degree on what your bylaws say about the powers of your Board. In the typical case, where the Board has charge of the affairs of the society between meetings of the Membership, the Board is subordinate to the Membership, and must follow its instructions. It's not unusual for the Board to adopt resolutions, and while it may report on this to a Membership meeting, it is not required to allow questions, although it strikes me as pretty bad form not to. Again, in the typical case, the Membership may Amend or Rescind a resolution of the Board, presuming it has not yet been carried out. See our Official Interpretations page and scroll down to number 2006-13. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted September 9, 2022 at 02:56 PM Report Share Posted September 9, 2022 at 02:56 PM (edited) On 9/8/2022 at 10:45 AM, Aux said: Last month in Business Mtg the Secretary read a Resolution adopted by the Bd Of Directors. The president would not allow any discussion or questions in reference to the resolution. Members were not allowed to debate or question the resolution. Was this proper the the President to do I am a bit puzzled as to the specific parliamentary situation. As I understand the facts, the resolution being read was simply for the membership's information. If this is correct, the chair certainly should not have permitted debate on the resolution. Questions may well have been appropriate, provided such questions were for information and did not turn into debate. As there was no motion pending before the membership at that time, debate would not be in order. If a member made a motion pertaining to this matter and that motion was seconded, then debate would be appropriate. It is not clear from the summary of the facts presented whether any motion was offered. On 9/8/2022 at 10:45 AM, Aux said: can the membership vote to Rescind the Resolution Yes, unless otherwise provided in the organization's bylaws or applicable law governing the organization (and presuming there is no other reason why the motion cannot be rescinded - see RONR (12th ed.) 35:6 for actions which cannot be rescinded). "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society’s assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." RONR (12th ed.) 49:7 On 9/8/2022 at 11:30 AM, Gary Novosielski said: It's not unusual for the Board to adopt resolutions, and while it may report on this to a Membership meeting, it is not required to allow questions, although it strikes me as pretty bad form not to. I'm not certain it is correct that the board "is not required to allow questions." While RONR does not prescribe any particular Q&A period for a report, it would seem to me that questions pertaining to a pending report are in order as a Parliamentary Inquiry. There is nothing in RONR which would require the board members to actually answer such questions, although as you say, it would be "pretty bad form not to." Such questions, of course, must not be permitted to morph into debate, unless a motion pertaining to the subject is made and seconded. Edited September 9, 2022 at 02:59 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 9, 2022 at 06:43 PM Report Share Posted September 9, 2022 at 06:43 PM On 9/9/2022 at 10:56 AM, Josh Martin said: I'm not certain it is correct that the board "is not required to allow questions." While RONR does not prescribe any particular Q&A period for a report, it would seem to me that questions pertaining to a pending report are in order as a Parliamentary Inquiry. There is nothing in RONR which would require the board members to actually answer such questions, although as you say, it would be "pretty bad form not to." Such questions, of course, must not be permitted to morph into debate, unless a motion pertaining to the subject is made and seconded. Fair enough. If I'm reading the question properly, this was a membership meeting at which the board was reporting, but the report was in written form, read by the secretary. Ordinarily, if a member posed a question on the contents of a report, the president would see if the reporting member would agree to answer. But in this case their is no reporting member present. In a way, the president, who presumably presides at board meetings as well, is acting here in the role of the reporting member but refuses to answer the question. I think we agree that it is bad form to refuse questions, especially in a society structured so that the board is the subordinate body. Do you believe it would be in order for a member to move that the board be instructed to answer a list of questions provided to it in writing? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted September 9, 2022 at 11:39 PM Report Share Posted September 9, 2022 at 11:39 PM On 9/9/2022 at 1:43 PM, Gary Novosielski said: Fair enough. If I'm reading the question properly, this was a membership meeting at which the board was reporting, but the report was in written form, read by the secretary. Ordinarily, if a member posed a question on the contents of a report, the president would see if the reporting member would agree to answer. But in this case their is no reporting member present. In a way, the president, who presumably presides at board meetings as well, is acting here in the role of the reporting member but refuses to answer the question. It's not clear to me that the President is acting as reporting member. It would seem to me the reporting member is the Secretary. On 9/9/2022 at 1:43 PM, Gary Novosielski said: Do you believe it would be in order for a member to move that the board be instructed to answer a list of questions provided to it in writing? Certainly. Quote Link to comment Share on other sites More sharing options...
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