Discussing Board business at regular meetings

[rbk]

At Board meetings, our Board of Trustees is discussing the merits of signing a contract (signing contracts is the Board's responsibility). Is there a way for a member of our organization (not on the Board and not privy to Board discussions) to open up a discussion, at a regular meeting, of the pros and cons of that contract? If so, how? Since the Board decides whether to sign the contract, is it possible to have the Board's business discussed at a regular membership meeting? The Chair has reported on the contract at a regular meeting.

[Joshua Katz]

Well, this is likely to require some bylaw interpretation. The question is whether there's any action the membership could take, such as directing the board to do or not do something, or if the power to make this agreement and agree to the contract is exclusively within the board's power.

[Richard Brown]

On 10/8/2022 at 5:16 PM, rbk said:

At Board meetings, our Board of Trustees is discussing the merits of signing a contract (signing contracts is the Board's responsibility). Is there a way for a member of our organization (not on the Board and not privy to Board discussions) to open up a discussion, at a regular meeting, of the pros and cons of that contract? If so, how? Since the Board decides whether to sign the contract, is it possible to have the Board's business discussed at a regular membership meeting? The Chair has reported on the contract at a regular meeting.

What, exactly, do your bylaws say about the power of the board in this instance?

I will first say that as a member of the organization you might have the right to at least attend board meetings and maybe even to speak at them.  What do your bylaws and rules say about this?  Even if you don't have the right to attend or speak at board meetings, the Board can grant you permission to speak at one.

As to whether the membership can have anything to say about this, it can almost certainly discuss the matter and make a recommendation to the board.  However, depending on your bylaws (and possibly on state law), your membership might actually be able to direct the board as to how to handle this situation... or even to take the matter away from the board altogether.  This will depend on your bylaws and possibly state law, especially if the organization is incorporated or is some type of homeowner association.  

Pull out your bylaws and then take a look at Official Interpretations 2006-12 and 2006-13 on the main website and see if those provisions are of any help.  Here is a link to the Official Interpretations.  You will have to scroll down to these two, which  are one below the other.  https://robertsrules.com/official-interpretations/

Click on the little down arrows to see the answers to the questions.  Also, it might help us if you can copy and paste the exact language from the bylaws regarding the powers of the board. 

 

Edited October 8, 2022 at 11:16 PM by Richard Brown
Added last paragraph

[rbk]

On 10/8/2022 at 7:12 PM, Richard Brown said:

What, exactly, do your bylaws say about the power of the board in this instance?

This is the entire section of our bylaws entitled "Powers of the Board of Trustees":

"The Board of Trustees shall have ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department. The Board of Trustees shall also have those duties as set forth in Article XII concerning Trial Board actions."

Our bylaws say nothing about a member's right to attend or speak at Board meetings, but members have been invited to Board meetings to speak and answer questions.

On 10/8/2022 at 7:12 PM, Richard Brown said:

As to whether the membership can have anything to say about this, it can almost certainly discuss the matter and make a recommendation to the board.

What is the parliamentary procedure for doing that?

[Atul Kapur]

On 10/8/2022 at 8:00 PM, rbk said:

The Board of Trustees shall have ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department.

The question is whether "ultimate control" means exclusive control. That is a question of bylaws interpretation and is for your department to decide; for what it's worth, I believe it does. That would mean that the membership could not direct the board or take the decision out of the board's hands.

The membership could still make a suggestion or recommendation to the board. A member would make a motion such as "That the department recommend that the board sign a contract with [x] for [y] service at a maximum price of $[z]."

If the motion said 'direct the board to sign' instead of recommend, then someone could raise a point of order that the motion conflicts with the bylaws, if the chair rules that it is not in order on that basis, or if the chair rules it out of order on their own initiative, then any member who disagrees could appeal from the decision (actually, a member may appeal the decision either way). This ruling, by the chair or by the assembly, is the way that the assembly decides on its interpretation of the bylaws.

Edited October 9, 2022 at 07:03 PM by Atul Kapur